EXHIBIT 10.45


                                      LEASE

                                 BY AND BETWEEN

                          AETNA LIFE INSURANCE COMPANY

                                  ("Landlord")

                                       AND

                         POTOMAC FINANCIAL GROUP, L.L.C.

                                   ("Tenant")






                            Multi-tenant Office Lease

                           12020 Sunrise Valley Drive
                                Reston, Virginia


<PAGE>



                                TABLE OF CONTENTS
                                -----------------

1.       TERMS................................................      1
         -----

2.       DELIVERY OF POSSESSION...............................      2
         ----------------------

3.       PAYMENT OF RENT......................................      2
         ---------------

4.       SECURITY DEPOSIT.....................................      2
         ----------------

5.       USES.................................................      3
         ----

6.       LATE CHARGES.........................................      5
         ------------

7.       REPAIRS AND MAINTENANCE..............................      5
         -----------------------

8.       UTILITIES AND SERVICES...............................      5
         ----------------------

9.       COST OF SERVICES AND UTILITIES.......................      6
         ------------------------------

10.      PROPERTY TAXES.......................................      11
         --------------

11.      LIABILITY AND CASUALTY INSURANCE.....................      13
         --------------------------------

12.      FIRE INSURANCE - FIXTURES AND EQUIPMENT..............      14
         ---------------------------------------

13.      DAMAGE OR DESTRUCTION................................      14
         ---------------------

14.      ALTERATIONS AND ADDITIONS: REMOVAL OF FIXTURES.......      16
         ----------------------------------------------

15.      ACCEPTANCE OF PREMISES...............................      17
         ----------------------

16.      TENANT IMPROVEMENTS..................................      18
         -------------------

17.      ACCESS...............................................      18
         ------

18.      WAIVER OF SUBROGATION................................      18
         ---------------------

19.      INDEMNIFICATION......................................      19
         ---------------

20.      ASSIGNMENT AND SUBLETTING............................      19
         -------------------------

21.      ADVERTISING..........................................      21
         -----------

22.      LIENS................................................      21
         -----



<PAGE>

23.      DEFAULT..............................................      21
         -------

24.      SUBORDINATION AND ATTORNMENT.........................      24
         ----------------------------

25.      SURRENDER OF POSSESSION..............................      25
         -----------------------

26.      NON-WAIVER...........................................      25
         ----------

27.      HOLDOVER.............................................      25
         --------

28.      CONDEMNATION.........................................      26
         ------------

29.      NOTICES..............................................      26
         -------

30.      MORTGAGEE PROTECTION.................................      26
         --------------------

31.      COSTS AND ATTORNEYS' FEES............................      27
         -------------------------

32.      BROKERS..............................................      27
         -------

33.      LANDLORD'S LIABILITY.................................      27
         --------------------

34.      ESTOPPEL CERTIFICATES................................      28
         ---------------------

35.      FINANCIAL STATEMENTS.................................      28
         --------------------

36.      TRANSFER OF LANDLORD'S INTEREST......................      29
         -------------------------------

37.      RIGHT TO PERFORM.....................................      29
         ----------------

38.      SUBSTITUTED PREMISES.................................      29
         --------------------

39.      SALES AND AUCTIONS...................................      30
         ------------------

40.      NO ACCESS TO ROOF....................................      30
         -----------------

41.      SECURITY.............................................      30
         --------

42.      AUTHORITY OF TENANT..................................      30
         -------------------

43.      NO ACCORD OR SATISFACTION............................      31
         -------------------------

44.      MODIFICATIONS FOR LENDER.............................      31
         ------------------------

45.      PARKING..............................................      31
         -------


<PAGE>

46.      GENERAL PROVISIONS...................................      31
         ------------------

47.      RULES AND REGULATIONS................................      33
         ---------------------

48.      NO WARRANTIES OR REPRESENTATIONS BY LANDLORD.........      34
         --------------------------------------------

49.      LANDLORD'S CONSENT OR APPROVAL.......................      34
         ------------------------------

50.      WAIVER OF TRAIL BY JURY..............................      35
         -----------------------

EXHIBIT A - LOCATION AND DIMENSIONS OF PREMISES
EXHIBIT B - SPECIAL STIUPLATIONS
EXHIBIT C - WORK LETTER
EXHIBIT D - RULES AND REGULATIONS
EXHIBIT E - CLEANING SPECIFICATIONS


<PAGE>



                               LEASE SUMMARY SHEET


1.       LANDLORD:           Aetna Life Insurance Company
                             c/o Trammell Crow Real Estate Services, Inc.
                             1115 30th Street, N.W.
                             Washington, D.C. 20007

2.       TENANT:             Potomac Financial Group, L.L.C., a Virginia
                             limited liability company

3.       TENANT'S ADDRESS
         PRIOR TO OCCUPANCY:      12020 Sunrise Valley Drive
                                  Suite 100
                                  Reston, Virginia 22091

4.       TENANT'S ADDRESS
         UPON OCCUPANCY:          12020 Sunrise Valley Drive
                                  Suite 250
                                  Reston, Virginia 22091

5.       PREMISES:           Approximately 3,723 square feet on the second
                             floor of the Building known as Suite 250

6.       TERM OF LEASE:      YEARS:  Five (5)
                             BEGINNING:            December 1, 1995
                             ENDING: November 30, 2000

7.       RENT:               MINIMUM (BASE) MONTHLY RENT:

                             ADDITIONAL RENT: Increases in Operating Costs
                                              and Property Taxes over a
                                              1996 Base Year

                             ESCALATION:      Three percent (3%) per annum

8.       SECURITY DEPOSIT:               (See Special Stipulation No. 3)


                       - FOR INFORMATIONAL PURPOSES ONLY -


<PAGE>





                                      LEASE

     THIS LEASE (the  "Lease")  is made this ____ day of October,  1995,  by and
between AETNA LIFE INSURANCE  COMPANY, a Connecticut  corporation  ("Landlord"),
c/o Trammell  Crow Real Estate  Services,  Inc.,  and POTOMAC  FINANCIAL  GROUP,
L.L.C., a Virginia limited liability company,  ("Tenant"),  having an address of
12020 Sunrise Valley Drive, Suite 100, Reston, Virginia 22091.

     Landlord,  for and in  consideration of the rents and all other charges and
payments  hereunder and of the  covenants,  agreements,  terms,  provisions  and
conditions to be kept and performed  hereunder by Tenant,  demises and leases to
Tenant, and Tenant hereby hires and takes from Landlord,  the premises described
below  ("Premises"),  subject to all matters  hereinafter set forth and upon and
subject to the covenants,  agreements,  terms, provisions and conditions of this
Lease for the term hereinafter stated.

1. TERMS.  

          1.1  PREMISES.  The Premises  demised by this Lease are  approximately
three  thousand  seven hundred  twenty-three  (3,723) square feet located on the
second (2nd) floor in Reston Plaza II (the  "Building")  at 12020 Sunrise Valley
Drive, Reston,  Virginia,  together with a nonexclusive right to use parking and
other common areas (the "Property"). The rentable square footage of the Premises
has been  determined by Landlord in accordance  with WDCAR (89)  standards.  The
location and dimensions of the Premises are shown on EXHIBIT A, attached  hereto
and incorporated  herein by reference.  No easement for light or air is included
in this Lease.

          1.2 AGREED AREAS.The parties agree that the total rentable area of the
Building,  the area of the Premises, and Tenant's percentage of the Building are
as follows:

          Total rentable area of the Building: 48,832 sq. ft.;
          Area of Premises: 3,723 sq. ft.; and
          Tenant's percentage of the Building: 7.62%.

          1.3 LEASE TERM. The parties agree that the Lease Commencement Date and
the Lease Expiration Date are as follows:

          Lease Commencement Date: December 1, 1995.

          Lease Expiration Date:  12:00 midnight on the last day of the sixtieth
                                  (60th) full  calendar  month  after  the Lease
                                  Commencement Date.

          1.4 BASE RENT. The basic rent ("Base Rent") is $5,506.94 per month for
the five (5) years of the term hereof and  thereafter  shall  increase as may be
set forth in EXHIBIT B attached hereto and incorporated herein by reference.  In
addition to the Base Rent, Tenant shall pay all amounts designated as Additional
Rent ("Additional Rent") under this Lease,  including but not limited to charges
for additional services under Section 8.2, increases in Operating Costs 


<PAGE>


of under  Article 9, and  increases in Property  Taxes under  Article 10, all of
which shall be deemed rent ("Rent") due under this Lease.

          1.5 INITIAL PAYMENT.  Tenant shall pay Landlord upon execution of this
Lease _______ and _______ Dollars ______ representing:

     (a) the first month's Base Rent of ______ and

     (b) the security deposit of $______

     2. DELIVERY OF POSSESSION.  If Landlord is unable to deliver  possession of
the  Premises to Tenant on the Lease  Commencement  Date this Lease shall not be
void or voidable,  nor shall Landlord be liable to Tenant for any loss or damage
resulting therefrom,  nor shall the expiration date of the term be extended, but
in such event Tenant shall not be liable for any Rent or other charges due under
this lease until such time as Landlord  tenders  delivery of  possession  of the
Premises  to  Tenant in  accordance  with the terms of the  Tenant  Work  Letter
attached hereto. If Landlord is unable to deliver  possession of the Premises to
Tenant by January 15, 1996, Tenant shall have the option to terminate this Lease
immediately  upon  written  notice to Landlord  and  Landlord  shall  return all
prepaid rent, security deposit and all other sums paid by Tenant within five (5)
business days of such notice.  Should Landlord tender possession of the Premises
to Tenant prior to the date specified as the Lease Commencement Date, and Tenant
elects to accept such prior tender, such prior occupancy shall be subject to all
terms, covenants and conditions of this Lease, including the payment of Rent.

     3.  PAYMENT OF RENT.  Except as  otherwise  provided in this Lease,  Tenant
shall pay Landlord the Rent and any other  payments due under this Lease without
prior  notice,  deduction  or offset,  in lawful  money of the United  States in
advance on or before the first day of each month,  except that the first month's
Base Rent  shall be paid upon the  execution  hereof,  at the  address  noted in
Section  29, or to such  other  party or at such  other  place as  Landlord  may
hereafter  from time to time  designate in writing.  Rent and other  amounts due
under this Lease for any partial month at the beginning or end of the Lease term
shall be prorated, on a per diem basis.

     4. SECURITY DEPOSIT.  As security for its full and faithful  performance of
this Lease,  Tenant  shall pay  Landlord a security  deposit of Dollars ( ) upon
execution  of this Lease.  If Tenant  defaults  with  respect to any covenant or
condition of this Lease beyond any  applicable  notice,  grace and cure periods,
including  but not limited to the payment of Rent or any other payment due under
this Lease,  Landlord upon written notice to Tenant may apply all or any part of
the security deposit to the payment of any sum in default or any other sum which
Landlord  may be  required to or deem  necessary  to spend or incur by reason of
Tenant's  default.  In such event,  Tenant  shall,  upon  demand,  deposit  with
Landlord the amount so applied to replenish the security deposit.  Within thirty
(30) days of the expiration or sooner  termination of this Lease,  Landlord will
refund  Tenant the  security  deposit  less any  amounts  necessary  to cure any
existing  default of Tenant at the time of expiration under this Lease. 


                                       2
<PAGE>

     5. USES.

          5.1  Permitted  Uses.  The  Premises  are to be used only for  general
office purposes  ("Permitted Uses") and for no other business or purpose without
the prior  written  consent  of  Landlord.  No act shall be done in or about the
Premises  that is unlawful or that will  increase the existing rate of insurance
on the  Building.  In the  event  of a breach  of this  covenant,  Tenant  shall
immediately  cease  the  performance  of such  unlawful  act or such act that is
increasing  or has  increased  the existing  rate of insurance  and shall pay to
Landlord any and all reasonable  increases in insurance  premiums resulting from
such breach.  Tenant shall not commit or allow to be committed  any  affirmative
waste upon the Premises, or any public or private nuisance or other act or thing
which disturbs the quiet  enjoyment of any other tenant in the Building.  If any
of  Tenant's  office  machines  or  equipment  disturb  any other  tenant in the
Building,  then Tenant shall  provide  adequate  insulation,  or take such other
action as may be  necessary to eliminate  the noise or  disturbance  at its sole
cost and expense.  Tenant shall not, without  Landlord's prior consent,  install
any equipment,  machine, device, tank or vessel which is subject to any federal,
state or local permitting requirement. Tenant, at its expense, shall comply with
all  laws,   statutes,   ordinances  and  governmental  rules,   regulations  or
requirements  governing  the  installation,  operation  and  removal of any such
equipment, machine, device, tank or vessel. Tenant, at its expense, shall comply
with  all  laws,  statutes,  ordinances,   governmental  rules,  regulations  or
requirements,  and the  provisions  of any  recorded  documents  now existing or
hereafter in effect relating to its use,  operation or occupancy of the Premises
and shall observe such  reasonable  rules and  regulations as may be adopted and
made available to Tenant by Landlord from time to time for the safety,  care and
cleanliness  of the Premises or the Building  and for the  preservation  of good
order therein.

          5.2 HAZARDOUS MATERIALS.

               5.2.1  As used in this  Lease,  the term  "Hazardous,  Materials"
shall mean and include any substance  that is or contains  petroleum,  asbestos,
polychlorinated biphenyls, lead, or any other substance, material or waste which
is now or is hereafter  classified  or considered to be hazardous or toxic under
any federal,  state or local law,  rule,  regulation  or  ordinance  relating to
pollution or the protection or regulation of human health,  natural resources or
the  environment  (collectively  "Environmental  Laws") or poses or threatens to
pose a hazard to the health or safety of persons on the Premises or any adjacent
property.

               5.2.2  Tenant  agrees  that during its use and  occupancy  of the
Premises it will not permit  Hazardous  Materials  to be present on or about the
Premises except in a manner and quantity necessary for the ordinary  performance
of  Tenant's  business  and  that it will  comply  with all  Environmental  Laws
relating to the use, storage or disposal of any such Hazardous Materials.

               5.2.3 If  Tenant's  use of  Hazardous  Materials  on or about the
Premises results in a release,  discharge or disposal of Hazardous Materials on,
in, at,  under,  or  emanating  from,  the Premises or the property in which the
Premises  are  located,  Tenant  agrees  to  investigate,  clean  up,  remove or
remediate such Hazardous  Materials in full compliance with (a) the requirements
of (i) all  Environmental  Laws and (ii) any  governmental  agency or  authority
responsible  for  the  enforcement  of  any  Environmental  Laws;  and  (b)  any
additional requirements 


                                       3
<PAGE>

of Landlord that are  reasonably  necessary to protect the value of the Premises
or the property in which the Premises are located.  Landlord shall also have the
right, but not the obligation,  to take whatever action with respect to any such
Hazardous  Materials that it deems reasonably  necessary to protect the value of
the Premises or the  property in which the  Premises are located.  All costs and
expenses  paid or incurred  by  Landlord in the  exercise of such right shall be
payable by Tenant upon demand.

               5.2.4 Upon reasonable notice to Tenant,  Landlord may inspect the
Premises for the purpose of determining whether there exists on the Premises any
Hazardous  Materials or other  condition or activity that is in violation of the
requirements  of this Lease or of any  Environmental  Laws. The right granted to
Landlord  herein to perform  inspections  shall not create a duty on  Landlord's
part to inspect the Premises,  or liability on the part of Landlord for Tenant's
use, storage or disposal of Hazardous Materials, it being understood that Tenant
shall be solely responsible for all liability in connection therewith.

               5.2.5 Tenant shall  surrender  the Premises to Landlord  upon the
expiration  or  earlier  termination  of this  Lease  free of  debris,  waste or
Hazardous  Materials  placed on or about the  Premises  by Tenant or its agents,
employees,  contractors or invitees,  and in a condition which complies with all
Environmental Laws.

               5.2.6 Tenant agrees to indemnify and hold harmless  Landlord from
and against any and all claims, losses (including,  without limitation,  loss in
value of the  Premises  or the  property  in which the  Premises  are  located),
liabilities and expenses  (including  reasonable  attorney's  fees) sustained by
Landlord  attributable  to (i) any  Hazardous  Materials  placed on or about the
Premises by Tenant or its  agents,  employees,  contractors  or invitees or (ii)
Tenant's breach of any provision of this Section 5.2.

               5.2.7  The  provisions  of this  Section  5.2 shall  survive  the
expiration or earlier termination of this Lease.

     6. LATE CHARGES.  Tenant hereby  acknowledges that late payment to Landlord
of Rent or other sums due  hereunder  will  cause  Landlord  to incur  costs not
contemplated  by this  Lease,  the  exact  amount  of  which  will be  extremely
difficult to ascertain. If any Rent or other sum due from Tenant is not received
within ten (10) days of written  notice of  non-payment  to Tenant  past its due
date,  then Tenant  shall pay to Landlord  immediately  upon  Landlord's  demand
therefor a late charge in an amount  equal to five  percent (5%) of such overdue
amount,  plus any reasonable  attorneys'  fees and costs incurred by Landlord by
reason of Tenant's failure to pay Rent and other charges when due hereunder.  

     7. REPAIRS AND  MAINTENANCE.  Landlord  shall   maintain,  or cause,  to be
maintained, in a first class condition the common areas of the Building, such as
lobbies, elevators,  stairs, and corridors, the roof, foundations,  and exterior
walls of the Building,  and the underground  utility and sewer pipes outside the
exterior  walls of the  Building,  if any,  except any of such repairs  rendered
necessary  by the  negligence  or  willful  misconduct  of Tenant,  its  agents,
customers, employees, independent contractors, guests or invitees, the repair of
which  shall be paid for by Tenant  within ten (10) days of  Landlord's  written
demand.  Subject to  Landlord's  


                                       4
<PAGE>


right of access pursuant to Article 17, Tenant shall be exclusively  responsible
for the interior of the  Premises,  which shall be  maintained by Tenant in good
order and  repair,  and  Landlord  shall be under no  obligation  to inspect the
Premises or, except as otherwise  expressly  provided in this Lease,  repair the
Premises.  Tenant shall  promptly  report in writing to Landlord  any  defective
condition known to it which Landlord is required to repair. Tenant hereby waives
the right to make  repairs  at  Landlord's  expense  under any law,  statute  or
ordinance now or hereafter in effect.  

     8. UTILITIES AND SERVICES.

          8.1 SERVICE. From 8:00 a.m. to 6:00 p.m. on weekdays ("Normal Business
Hours") and from 9:00 a.m. to Noon on Saturday ("Saturday  Mornings") (excluding
legal holidays), Landlord shall furnish to the Premises electricity for lighting
and operation of low-power usage office machines,  including without limitation,
copiers,  fax machines,  printers and personal  computers,  water, heat. and air
conditioning,  and  elevator  service.  During all other hours,  Landlord  shall
furnish such services except for heat and air conditioning.

          8.2  ADDITIONAL  SERVICES.  If  requested  by Tenant,  Landlord  shall
furnish heat and air  conditioning at times other than Normal Business Hours and
Saturday Mornings and the cost of such services as established by Landlord shall
be paid by Tenant as Additional Rent,  payable promptly upon receipt of Landlord
invoice.  Currently,  the overtime  rate for utilities in the Building is $25.00
per hour.  Landlord shall also provide  toilet room supplies,  window washing at
reasonable  intervals,  and customary  Building  janitorial  service which shall
include the  responsibilities set forth in EXHIBIT E attached hereto and by this
reference made a part hereof.  Other types of services  provided or caused to be
provided by Landlord to Tenant which are in addition to the services  ordinarily
provided  Building  tenants  shall be payable as provided in Section  9.1.1.2 of
this  Lease.  Landlord  shall  not be liable  for any loss,  injury or damage to
property caused by or resulting from any variation,  interruption, or failure of
such services due to any cause  whatsoever,  or from failure to make any repairs
or perform any  maintenance.  In the event of any  interruption of such services
for more than  forty-eight  (48) hours and such  services are within  Landlord's
control,  Tenant  shall be entitled to an abatement of Rent during the period of
such interruption. In no event shall Landlord be liable to Tenant for any damage
to the  Premises or for any loss,  damage or injury to any  property  therein or
thereon occasioned by bursting,  rupture, leakage or overflow of any plumbing or
other pipes or other similar cause in, above,  upon or about the Premises or the
Building.  If additional  tenants request overtime services on a day when Tenant
requests  such  services,  the actual cost thereof  shall be pro rated among all
such tenants.

     9. COST OF SERVICES AND UTILITIES.

          9.1  DEFINITIONS.  In addition  to the Base Rent and other  Additional
Rent as set forth in this Lease, Tenant shall pay to Landlord as Additional Rent
increases under this Article 9. Said increases shall be made as provided herein,
using the following definitions:

               9.1.1  "OPERATING  COSTS" Shall  include  Costs of Utilities  and
other Operating Costs.


                                       5
<PAGE>


                    9.1.1.1 "COSTS OF UTILITIES" shall mean all expenses paid or
incurred by Landlord, including any surcharges imposed, for electricity,  water,
gas,  sewers,  oil and utility  services for the Building,  land and parking and
other common areas.

                    9.1.1.2  "OTHER   OPERATING  COSTS"  shall  mean  all  other
expenses  paid or incurred by Landlord for  maintaining,  operating,  replacing,
repairing,  and managing (i) the  Building,  (ii) the personal  property used in
conjunction therewith,  (iii) the Building roof, or (iv) the land upon which the
Building is situated,  including all curbs and  sidewalks  adjacent to the same.
Such costs shall  include,  without  limitation,  supplies,  cleaning  services,
garbage and trash  collection,  personal property taxes,  replacement  lighting,
maintenance  and service  contracts,  wall and window  washing,  towel  service,
machinery,  equipment, a reasonable management fee in an amount not in excess of
that prevailing in similar buildings in the Reston,  Virginia area, window glass
replacement  and  repair,   landscaping  services  of  independent   contractors
(including,  without limitation, ice and snow removal),  compensation (including
employment  taxes and fringe  benefits) of on-site  employees up to the level of
Building Manager who perform regular and recurring duties in connection with the
management, operation, maintenance,  replacement and repair of the Building, the
personal property and equipment used in conjunction  therewith and the land upon
which the Building is situated and all curbs and sidewalks adjacent to the same,
capital improvements to the Building which are required by local or governmental
authorities  or  which  are  reasonably  expected  to  reduce  Operating  Costs,
insurance  premiums,  repair,  replacement and maintenance costs required by any
applicable federal,  state or local law now or hereafter in affect,  permits and
inspection  fees,  reasonable  legal fees and costs incurred in connection  with
contesting  the amounts or the  imposition of any Property  Taxes (as defined in
Article 10) , and accounting fees and any other expense or charge whether or not
hereinbefore  described which, in accordance with generally accepted  accounting
and  management  practices,  would be  considered  an  expense  of  maintaining,
operating,  replacing  or repairing  the  Building,  the  personal  property and
equipment used in conjunction therewith, and the land upon which the Building is
situated and all curbs and sidewalks adjacent to the same, excluding:  (a) costs
of any special services rendered to individual tenants (including  Tenant),  for
which a special,  separate  charge  shall be made (and which shall be payable by
such  tenant  [including  Tenant],  as  Additional  Rent within ten (10) days of
written  demand   therefor);   (b)  Property  Taxes;  and  (c)  depreciation  or
amortization  of costs required to be  capitalized in accordance  with generally
accepted  accounting  practices  (except  that  Operating  Costs  shall  include
amortization of any energy management system or other capital improvements which
are made pursuant to the requirement of any local or  governmental  authority or
which are reasonably  expected to reduce operating Costs).  

               9.1.1 In addition to the foregoing,  "Operating  Costs" shall not
include any of the following:

                (i) Any cost which would have been  reimbursed  if Landlord  had
                    maintained the insurance customarily maintained by landlords
                    of comparable properties;

               (ii) Costs of alterations or  improvements of the leased promises
                    of any tenant in the Building;


                                       6
<PAGE>

              (iii) Costs of correcting  defects in the initial  construction of
                    the Building;

               (iv) Real   estate   brokers'    commissions,    advertising   or
                    promotional/marketing   expenses   incurred  in  leasing  or
                    procuring tenants of space in the building  (including,  but
                    not  limited  to, any rent or other  expenses or any on-site
                    leasing office);

                (v) Deprecation  of the Building or any  equipment,  fixtures or
                    improvements therein;

               (vi) Any bad debt loss or rent loss;

              (vii) Deductible  amounts  paid by  Landlord  in  connection  with
                    claims made by Landlord under insurance policies (including,
                    but not limited to,  expenses  for repairs  occasioned  by a
                    casualty);

             (viii) Expenses  for  the  operation  of  parking  areas  or  other
                    concessions,  or expenses  incurred in  connection  with any
                    other   areas  of  the   Building   which  are  not  devoted
                    exclusively to office purposes  (including,  but not limited
                    to,  expenses  incurred in  connection  with the  operation,
                    maintenance or repair of any retail areas);

               (ix) Costs  associated  with the formation or  maintenance of any
                    legal  entity  constituting   Landlord  from  time  to  time
                    (including,  but not limited to,  trustee's  fee(s),  annual
                    franchise fees, organizational or administrative expenses or
                    accounting   fees  (other  than  with  respect  to  Building
                    operations));

                (x) General  overhead  or  general  administrative  expenses  of
                    Landlord not specifically relating to the Property;

               (xi) Costs  associated  with the  acquisition,  confirmation,  or
                    defense of Landlord's title to or interest in the Property;

              (xii) Costs  associated  with  financing,  refinancing,  pledging,
                    selling,  granting or otherwise  transferring or encumbering
                    ownership  interests  in the  Property  (including,  but not
                    limited  to,  prepayment  of  indebtedness,  mortgaging,  or
                    ground leasing of the Building);

             (xiii) Any costs  incurred in obtaining  or  renewing a certificate
                    of occupancy;

              (xiv) Acquisition or rental of fine art;

               (xv) Costs of sewer or water tap or connection fees;


                                       7
<PAGE>


              (xvi) Costs of  renovating  the lobbies or other  common  areas of
                    the Building;

             (xvii) Any  costs  or expenses  related to or in connection  with a
                    dispute  with  any  holder  of a  mortgage  on  or  loan  in
                    connection with the Building;

            (xviii) Construction  of  all  or  any  part of the  Building or the
                    Property;

              (xix) Reserves for repairs, maintenance or replacements;

               (xx) Costs of Building services provided to other tenants outside
                    of normal Building hours; or

              (xxi) Exceeding   the   level  of   services,   utilities   and/or
                    facilities  which are  generally  provided  without  cost to
                    tenants in  comparable  buildings in the  Northern  Virginia
                    area which are substantially tenanted by unrelated parties.

               9.1.2 "LEASE YEAR" shall mean the twelve-month  period commencing
January 1 and ending December 31.

               9.1.3 "BASE SERVICES YEAR" shall mean calendar year 1996.

               9.1.4  "ACTUAL  COSTS"  shall  mean the actual  expenses  paid or
incurred  by  Landlord  for  Operating  Costs  during any Lease Year of the term
hereof.

               9.1.5  "ACTUAL  COSTS  ALLOCABLE  TO  THE  PREMISES"  shall  mean
Tenant's share of the Actual Costs determined by multiplying Tenant's percentage
of the Building described in Section 1.2 by the Actual Costs.

               9.1.6  "ESTIMATED  COSTS  ALLOCABLE TO THE  PREMISES"  shall mean
Landlord's  estimate or Actual Costs Allocable to the Premises for the following
Lease Year to be given by Landlord to Tenant pursuant to Section 9.3.

               9.2 BASE AMOUNT.  Operating  Costs  allocable to the Premises for
the Base Services Year shall be deemed the "Base Amount".

               9.3 ADDITIONAL RENT. Prior to the commencement of each Lease Year
(except the Base Services  Year) during the term hereof,  Landlord shall furnish
Tenant a written  statement or the Estimated Costs Allocable to the Premises for
such Lease Year and a calculation of the portion of Estimated Costs Allocable to
the  Premises  payable  by Tenant as  Additional  Rent in  accordance  with this
Section.  In advance  of or before  the first day of each month  during the term
hereof  commencing  on the first day of the first Lease Year  following the Base
Services  Year,  Tenant shall pay as Additional  Rent for each month during each
such Lease  Year:  one-twelfth  (1/12th)  of the  amount,  if any,  by which the
Estimated Costs Allocable to the Premises exceed the Base Amount. If at any time
or times during any such Lease Year,  it appears to Landlord  that the Estimated
Costs Allocable to the Premises will vary from Landlord's


                                       8
<PAGE>


estimate by more than five percent (5%) on an annualized basis, Landlord may, by
written  notice to  Tenant,  revise  its  estimate  for such  Lease Year and the
portion of the Estimated  Costs  Allocable to the Premises  payable by Tenant as
Additional  Rent as  provided  herein for such  Lease Year shall be  accordingly
adjusted based on such revised estimate.

          9.4  ACTUAL  COSTS.  Within  ninety  (90) days after the close of each
Lease Year during the term hereof,  Landlord  shall  deliver to Tenant a written
statement  setting forth the Actual Costs  Allocable to the Premises  during the
preceding  Lease  Year.  If such costs for any Lease  Year less the Base  Amount
exceed the amounts paid by Tenant to Landlord  pursuant to Section  9.3,  Tenant
shall pay the amount of such excess to Landlord as Additional Rent within thirty
(30) days after receipt of such  statement by Tenant.  If such  statement  shows
such costs to be less than the amount  paid by Tenant to  Landlord  pursuant  to
Section 9.3, then the amount of such  overpayment by Tenant shall be credited by
Landlord to the next Rent payable by Tenant.  In the event such  overpayment can
not be fully  credited by Landlord to the next Rent payable by Tenant due to the
expiration  of the  term of this  Lease,  any  remaining  overpayment  shall  be
credited  by  Landlord  to any other  charges  due under this Lease and,  to the
extent no such charges are due,  shall be refunded to Tenant by Landlord  within
thirty (30) days of the Lease Expiration Date.

          9.5 END OF TERM. If this Lease terminates on a day other than the last
day of a Lease Year, the amount of any adjustment to Estimated  Costs  Allocable
to the Premises with respect to the Lease Year in which such termination  occurs
shall be prorated on the basis which the number of days from the commencement of
such Lease Year to and  including  such  termination  date bears to 365; and any
amount  payable by Landlord to Tenant or Tenant to Landlord with respect to such
adjustment  shall be payable  within thirty (30) days after delivery by Landlord
to Tenant of the  statement  of Actual  Costs  Allocable  to the  Premises  with
respect to such Lease Year.

          9.6 FURTHER  ADJUSTMENT.  In the event the average  occupancy level of
the Building for the Base Services Year and/or any subsequent Lease Year was not
ninety-five  percent (95%) or more of full occupancy,  then the Actual Costs for
such year shall be  adjusted  and  apportioned  among the tenants by Landlord to
reflect those costs which would have occurred had the Building been  ninety-five
percent (95%) occupied during such year.

     10. PROPERTY TAXES.

          10.1  CONTRIBUTION  TO TAXES.  In  addition to the Base Rent and other
Additional Rent, Tenant shall pay to Landlord,  as Additional Rent, its share of
the  increase in Property  Taxes under this  Article 10.  Tenant's  share of the
increase of such taxes shall be  determined  as provided  herein,  utilizing the
following definitions:

               10.1.1  "Property  Taxes"  shall  mean  any  form of  assessment,
license, fee, rent tax, excise, imposition, charge, levy, or tax (other than net
income,  estate,   succession,   inheritance,   transfer  or  franchise  taxes),
including,  without  limitation,  all ad valorem,  sales and use,  value  added,
single  business,  gross  receipts,  transactions,  sewer,  privilege or similar
taxes,  imposed by any authority  having the direct or indirect power to tax, or
by any city,  county,  state 


                                        9
<PAGE>

or federal  government or any improvement or other district or division thereof,
on the Building or any part  thereof,  the land,  the parking area, or any other
legal or equitable interest of Landlord in the same.

               10.1.2 The Term  "Lease  Year"  shall mean the period  defined in
Section 9.1.2.

               10.1.3 The term  "Base Tax Year"  shall  mean the  calendar  year
1996.

               10.1.4 The term "Tenant's Share of Property Taxes" shall mean the
amount of Property Taxes payable during any Lease Year by Landlord multiplied by
Tenant's percentage of the Building described in section 1.2.

          10.2  ADDITIONAL  RENT FOR  ESTIMATED  INCREASES IN TENANT'S  SHARE OF
PROPERTY  TAXES.  Prior to the  commencement of each Lease Year (except the Base
Tax Year),  Landlord shall furnish Tenant with a written statement setting forth
the  estimate  of  Tenant's  Share  of  Property  Taxes  for  such  Lease  Year.
One-twelfth  (1/12th) of the amount,  if any, by which such  estimated  Tenant's
Share of Property  Taxes exceeds  Tenant's  Share of Property Taxes for the Base
Tax Year shall be Additional Rent payable by Tenant as provided in Article 3.

          10.3 ACTUAL PROPERTY TAXES. Within ninety (90) days after the close of
each  Lease Year  during the term  hereof,  Landlord  shall  deliver to Tenant a
written  statement  setting forth  Tenant's  Share of Property  Taxes during the
preceding  Lease Year. If such amount less Tenant's  Share of Property Taxes for
the Base Tax Year ("Tenant's Actual Share") exceeds the amount of Property Taxes
actually  paid by Tenant to Landlord  pursuant to Section  10.2  hereof,  Tenant
shall pay the amount of such excess to Landlord as Additional Rent within thirty
(30) days after receipt of such  statement by Tenant.  If such  statement  shows
Tenant's  Actual  Share to be less than the  amounts  paid by Tenant to Landlord
pursuant to Section 10.2, then the amount of such overpayment  shall be credited
by Landlord to the next Rent  payable by Tenant.  In the event such  overpayment
can not be fully  credited by Landlord to the next  monthly  Rent or  subsequent
monthly Rent payable by Tenant due to the  expiration of the term of this Lease,
any remaining  overpayment  shall be credited by Landlord,  until such credit is
used up, to any other  charges  due under this Lease and,  to the extent no such
charges are due, shall be refunded to Tenant by Landlord within thirty (30) days
of the Lease Expiration Date.

          10.4 TAXES ON PERSONAL  PROPERTY PAID FOR BY TENANT AND NOT REIMBURSED
BY LANDLORD. Tenant shall pay, prior to delinquency, all personal property taxes
payable with  respect to all  property of Tenant  located on the Premises or the
Building and shall provide promptly, upon request of Landlord,  written proof of
such payment.

          10.5 END OF TERM.  If this  Lease  terminates  on a day other than the
last day of a Lease Year, the amount of any adjustment between the estimated and
actual  Tenant's Share of Property Taxes with respect to the Lease Year in which
such  termination  occurs shall be prorated on the basis of a 365-day year;  and
any amount  payable by Landlord to Tenant or Tenant to Landlord  with respect to
such  adjustment  shall be payable  within  thirty  (30) days after  delivery 

                                       10
<PAGE>

by Landlord to Tenant of the statement of Tenant's  Share of Property Taxes with
respect to such Lease Year.

          10.6 FURTHER  ADJUSTMENT.  In the event the average occupancy level of
the Building for the Base Services Year and/or any subsequent Lease Year was not
ninety-five percent (95%) or more of full occupancy, then the Property Taxes for
such year shall be  proportionately  adjusted  among the  tenants by Landlord to
reflect those costs which would have occurred had the Building been  ninety-five
percent (95%) occupied during such year.

     11. LIABILITY AND CASUALTY  INSURANCE.  Tenant shall, at Tenant's  expense,
obtain and keep in force during the term of this Lease a policy of comprehensive
general liability insurance, including personal injury liability and contractual
liability, insuring Landlord and Tenant against any liability arising out of the
use,  occupancy or maintenance of the Premises.  Such insurance  shall be in the
amount of not less than One Million and No/100ths  Dollars  ($1,000,000.00)  for
bodily injury and property  damage for any one accident or occurrence.  Fire and
casualty  insurance  with extended  coverage in an amount of not less than Fifty
Thousand and No/100ths Dollars  ($50,000.00)  shall also be obtained and kept in
force  during the term of this Lease at  Tenant's  expense.  The limit of any of
such  insurance  shall not limit the  liability of Tenant  hereunder.  If Tenant
fails to procure and maintain  such  insurance,  Landlord  may, but shall not be
required to, procure and maintain the same, at Tenant's expense to be reimbursed
by  Tenant as  Additional  Rent  within  ten (10) days of  written  demand.  All
insurance  required  to be  obtained  by  Tenant  hereunder  shall be  issued by
companies  acceptable  to  Landlord.   Thirty  (30)  days  prior  to  the  Lease
Commencement  Date,  Tenant shall deliver to Landlord  certificates of liability
insurance  required herein with loss payable  clauses  satisfactory to Landlord.
Any  deductible  under  such  insurance  policy in excess  of One  Thousand  and
No/100ths  Dollars  ($1,000.00) must be approved by Landlord in writing prior to
issuance of such policy. No policy shall be cancelable,  allowed to lapse and/or
expire and/or be subject to reduction of coverage  except upon thirty (30) days'
prior written  notice to Landlord.  All such policies  shall name Landlord as an
additional  insured and shall be written as primary  policies  not  contributing
with and not in excess of coverage which  Landlord may carry.  The policy limits
set forth herein shall be subject to periodic review,  and Landlord reserves the
right to require that Tenant  increase the liability  coverage limits if, in the
reasonable opinion of Landlord, the coverage becomes inadequate and is less than
commonly  maintained  by  tenants  making  similar  uses in the area of  similar
buildings.  Tenant shall obtain any revised or  increased  coverage  required by
Landlord within thirty (30) days of any such notification from Landlord.

     12. FIRE INSURANCE - FIXTURES AND EQUIPMENT.  Tenant shall maintain in full
force and effect on all Tenant's trade fixtures, equipment and personal property
on the  Premises,  a policy of all risk  property  insurance  covering  the full
replacement value of such property.  During the term of this Lease, the proceeds
from any such policy of insurance shall be used for the repair or replacement of
the fixtures and  equipment so insured.  Landlord  shall have no interest in the
insurance  upon  Tenant's  equipment  and fixtures  and will sign all  documents
reasonably necessary or proper in connection with the settlement of any claim or
loss by Tenant.  Landlord will not carry insurance on Tenant's possessions other
than leasehold improvements. Tenant shall furnish Landlord with a certificate of
insurance  evidencing that the  requirements  set forth herein are in full force
and effect.  Any deductible in excess of Two Thousand Five Hundred and No/100ths
Dollars ($2,500.00) under such insurance must be approved in writing 



                                       11
<PAGE>

by Landlord prior to issuance of such policy. Upon demand,  Tenant shall provide
Landlord,  at Tenants expense, with such increased amount of existing insurance,
and such other  insurance  as  Landlord  or  Landlord's  lender  may  reasonably
require,  to afford Landlord and Landlord's lender adequate  protection.  Tenant
shall  provide  Landlord  with notice of loss or damage to property  immediately
after such loss or damage  occurs.  Tenant shall  provide and keep in force with
companies satisfactory to Landlord, business interruption insurance in an amount
equivalent to six (6) months Rent and Additional  Rent which shall not contain a
deductible greater than One Thousand Dollars  ($1,000.00).  Tenant shall furnish
Landlord  with  certificates  of  insurance  naming  Landlord  as an  additional
insured. No policy shall be cancelable, allowed to lapse and/or expire and/or be
subject to  reduction  of coverage  except upon thirty (30) days' prior  written
notice to Landlord.

     13. DAMAGE OR DESTRUCTION.

          13.1 CASUALTY DAMAGE - Insured. If the Building or Premises is damaged
by fire or other perils  covered by extended  coverage  insurance  the following
provisions shall apply:

               13.1.1 TOTAL  DESTRUCTION.  In the event of total  destruction of
the  Building,  Landlord  shall elect  either  promptly  to commence  repair and
restoration of the Building and prosecute the same diligently to completion,  in
which event this Lease shall  remain in full force and effect,  or not to repair
or restore the Building,  in which event this Lease shall  terminate.  In either
case,  Landlord shall give Tenant written notice of its intention  within ninety
(90) days after the occurrence of such  destruction.  If Landlord  elects not to
restore the  Building,  this Lease shall be deemed to have  terminated as of the
date of such total  destruction.  In the event  that the  repair or  restoration
cannot be completed  within one hundred  eighty (180) days after the date of the
casualty,  Tenant shall have the right to  terminate  this Lease within ten (10)
days after Tenant's receipt of Landlord's notice of intent to repair or restore.

               13.1.2 PARTIAL DESTRUCTION. In the event of a partial destruction
of the  Building to an extent not  exceeding  twenty-five  percent  (25%) of the
value  thereof  and if the  damage  thereto  is such  that the  Building  may be
repaired or restored  within ninety (90) days from the date of such  destruction
and Landlord  will receive  insurance  proceeds  sufficient to cover the cost of
such repairs,  Landlord shall commence and proceed  diligently  with the work of
repair and  restoration,  in which event this Lease shall continue in full force
and effect;  or if such repair and restoration  requires longer than ninety (90)
days or the cost thereof exceeds  twenty-five percent (25%) of the value thereof
or if the insurance proceeds payable to Landlord will not be sufficient to cover
such cost,  Landlord may elect  either to so repair and restore,  in which event
this Lease shall continue in full force and effect, or not to repair or restore,
in which event this Lease shall terminate.  In either case,  Landlord shall give
written  notice to Tenant of its  intention  within  ninety  (90) days after the
destruction  occurs.  If Landlord  elects not to repair or restore the Building,
this Lease  shall be deemed to have  terminated  as of the date of such  partial
destruction.  In the event that the repair or  restoration  cannot be  completed
within one  hundred  eighty  (180) days after the date of the  casualty,  Tenant
shall have the right to terminate this Lease within ten (10) days after Tenant's
receipt of Landlord's notice of intent to repair or restore.


                                       12
<PAGE>


          13.2 TERMINATION.  Upon any termination of this Lease under any of the
provisions  of this Article,  Tenant shall  surrender the Premises in accordance
with the provisions of Article 25.

          13.3 RENT ABATEMENT.  In the event of repair and restoration as herein
provided,  the monthly  installments of Rent shall be equitably  abated based on
the amount of Tenant's loss of use of the Premises occasioned thereby; provided,
however,  if the damage is due, directly or indirectly,  to the fault or neglect
of Tenant, its officers,  contractors,  licensees, agents, servants,  employees,
guests, invitees or visitors, there shall be no abatement of Rent, except to the
extent Landlord receives proceeds from any applicable insurance policy of Tenant
to  compensate  Landlord  for loss of Rent.  Tenant shall not be entitled to any
compensation  or  damages  for  loss  of use of the  whole  or any  part of said
Premises and/or any inconvenience or annoyance occasioned by such damage, repair
or restoration.

          13.4 DELAY.  Tenant shall not be released from any of its  obligations
under this Lease except to the extent and upon the conditions  expressly  stated
in this  Article.  Notwithstanding  anything to the  contrary  contained in this
Article,  if Landlord has elected to repair or restore and is thereafter delayed
or prevented  from  repairing or restoring  within one hundred eighty (180) days
after the  occurrence  of such damage or  destruction  by reason of acts of God,
war,  governmental  restrictions,  inability to procure the  necessary  labor or
materials,  or other causes beyond the control of Landlord,  Landlord  shall, at
Landlord's  option,  be  relieved  of its  obligation  to make  such  repair  or
restoration and Tenant shall be released from its  obligations  under this Lease
as of the end of such one (1) year period.

          13.5  UNINSURED  DAMAGE.  Notwithstanding  anything  to  the  contrary
contained in this  Article,  if damage to the Building or the Premises is due to
any cause other than fire or other peril covered by extended coverage insurance,
Landlord may elect to terminate this Lease.

          13.6  REPAIR  OBLIGATION.  If Landlord  is  obligated  to or elects to
repair or restore as herein  provided,  Landlord  shall  repair or restore  only
those  portions of the Building and Premises which were  originally  provided at
Landlord's  expense;  and the  repair  and  restoration  of areas  or items  not
provided at Landlord's expense shall be the obligation of Tenant.

          13.7 END OF TERM.  Notwithstanding  anything to the contrary contained
in this  Article,  Landlord  may elect to  terminate  this Lease in the event of
damage to the Building or the Premises  occurring during the last (12) months of
the term of the Lease or any extension thereof;  and Landlord shall not have any
obligation  to repair or restore the  Premises or the  Building  during the last
twelve (12) months of the term of this Lease or any extension thereof.

     14. ALTERATIONS AND ADDITIONS: REMOVAL OF FIXTURES.

          14.1 CONSENT  REQUIRED.  Tenant shall not make or allow to be made any
alterations, additions or improvements (collectively "Alterations") to or on the
Premises (except for non-structural  interior alterations in an amount less than
$10,000) without first obtaining the written consent of Landlord,  which consent
shall not be unreasonably withheld, delayed or conditioned.



                                       13
<PAGE>


          14.2 REQUEST FOR  ALTERATIONS.  Any request for Alterations to be made
to the Premises by Tenant shall be made in writing, which shall include detailed
plans and  specifications of the proposed  Alterations  prepared by an architect
approved by Landlord and licensed in the  jurisdiction  in which the Premises is
located,  together with the names and addresses of the proposed  contractors and
subcontractors,  all of whom shall be approved and licensed as aforesaid. Tenant
shall upon demand reimburse  Landlord as Additional Rent for all reasonable cost
and expense  actually  incurred in reviewing  the plans and  specifications  and
inspecting  the work on behalf of Landlord (by persons  other than  employees of
Landlord)  including  without  limitation,  the  cost  of any  engineers  and/or
architects retained by Landlord to review same and inspect the work on behalf of
Landlord.

          14.3  NATURE  OF  ALTERATIONS.  Any  Alterations,  including,  but not
limited to, wall  covering,  paneling and built-in  cabinet work (but  excepting
moveable furniture and trade fixtures),  shall be made at Tenant's sole expense,
according  to plans and  specifications  approved  in  writing by  Landlord,  in
compliance with all applicable laws, by a licensed contractor, and in a good and
workmanlike  manner  conforming in quality and design with the Premises existing
as of the Lease  Commencement Date, shall not diminish the value of the Building
or the  Premises  and  shall at once  become a part of the  realty  and shall be
surrendered  with the  Premises  (unless  otherwise  required by Landlord as set
forth in Section 14.5 below).

          14.4  REPAIRS.  Tenant  shall be  responsible  for  making any and all
repairs and  replacements to the  Alterations  during the term of this Lease (as
same may be  extended)  and  maintaining  the same in good order and  condition.
Notwithstanding  anything to the contrary contained in this Lease,  should there
be a fire or other  casualty to the  Premises,  it is agreed by the parties that
Landlord  shall not be  responsible  to restore any  Alterations  made by Tenant
regardless  of whether  such  Alterations  were  approved by Landlord and Tenant
shall be responsible to restore the same at its sole cost and expense.

          14.5  EXPIRATION/TERMINATION  OF LEASE.  Upon the expiration or sooner
termination of the term hereof,  Tenant shall,  upon written demand by Landlord,
at Tenant's sole expense, with due diligence, remove any alterations, additions,
or improvements made by Tenant, designated by Landlord to be removed at the time
of Landlord's  approval of such  request,  and repair any damage to the Premises
caused by such removal.  Tenant shall remove all of Tenant's  moveable  property
and trade  fixtures  which can be removed  without damage to the Premises at the
termination of this Lease,  either by expiration of the term or other cause, and
shall pay Landlord any damages for injury to the Premises or Building  resulting
from such  removal.  If Tenant  shall fail to remove any of its  property of any
nature  whatsoever  (other than moveable  property and trade  fixtures) from the
Premises or Building at the  termination  of this Lease or when Landlord has the
right of reentry, such property shall be deemed to have been abandoned by Tenant
and Landlord may, in  accordance  with the  provisions  of  applicable  statutes
governing commercial landlord and tenant matters, without liability for the loss
thereof or damage thereto,  either remove and store such property,  such storage
to be for the account and at the expense of Tenant, or otherwise dispose of such
property  in  Landlord's  sole and  absolute  discretion,  all at the expense of
Tenant.  If Landlord  elects to store such  property and Tenant fails to pay the
cost of storing any such property  within  thirty (30) days of demand  therefor,
Landlord may sell any or all such  property at public or private  sale,  without
notice to Tenant,  and shall apply the  proceeds  of such sale to the  following
costs in the following order:  (i) the cost and 



                                       14
<PAGE>


expense of such sale, including reasonable  attorneys' fees, (ii) the payment of
the costs or charges for storing any such property, and (iii) the payment of any
other sum which may then be or thereafter  become due Landlord from Tenant under
any of the terms of this Lease. The balance, if any, shall be paid to Tenant.

          15.  ACCEPTANCE OF PREMISES.  Unless Landlord has expressly  agreed in
this Lease to perform certain tenant  improvement  work in the Premises,  Tenant
shall be deemed to have accepted the Premises on the Lease  Commencement Date in
their  "AS IS"  condition.  If  tenant  improvements  are to be  constructed  by
Landlord in the  Premises,  the  acceptance  of the  Premises by Tenant shall be
deemed to have occurred five (5) days after receipt by Tenant of an  architect's
certificate of readiness  certifying  that the premises are ready for occupancy;
at such time, Tenant shall be deemed to have accepted the Premises in their then
condition  except  for any  "punch  list"  items  (as  that  term is used in the
construction  industry)  noted by Tenant in writing to Landlord within such five
(5) day period  pursuant to any inspection of the Premises made by Tenant within
such five (5) day period.  Landlord shall complete the punch list items within a
reasonable  period  following the  expiration  of such five (5) day period.  The
existence  of such punch list items shall not  postpone  the Lease  Commencement
Date of this Lease nor the obligation of Tenant to pay Rent or any other charges
due under this Lease.

          16.  TENANT   IMPROVEMENTS.   If  Landlord  has  agreed  to  make  any
improvement to the Premises the provisions governing the planning, construction,
scope of work and terms of payment  shall be set forth in EXHIBIT C,  which,  if
attached hereto, is incorporated herein by this reference.

          17. ACCESS.  Tenant shall permit  Landlord and its agents to enter the
Premises at all reasonable times upon prior notice (except in case of emergency)
to inspect the same; to show the Premises to prospective tenants (within six (6)
months of the expiration of the term of this Lease), or interested  parties such
as prospective lenders and purchasers;  to exercise its rights under this Lease;
to clean,  repair,  alter or improve the Premises or the Building;  to discharge
Tenant's  obligations  when Tenant has failed to do so within the time  required
under this Lease; to post notices of  nonresponsibility  and similar notices and
"For Sale" signs at any time and to place "For Lease"  signs upon or adjacent to
the Building or the Promises at any tine within six (6) months of the expiration
of the term of this Lease.  Tenant shall permit Landlord and its agents to enter
the  Premises  at any  time  in  the  event  of an  emergency.  When  reasonably
necessary,  Landlord may temporarily close entrances, doors, corridors, elevator
or other facilities without liability to Tenant by reason of such closure.

     18. WAIVER OF SUBROGATION.

          18.1  TENANT'S  WAIVER.  Whether due to the  negligence of Landlord or
Landlord's  agents or  employees,  or any other cause,  Tenant  hereby  releases
Landlord and Landlord's agents and employees from  responsibility for and waives
its entire claim of recovery for (i) any loss or damage to the personal property
of Tenant located in the Building, including the Building itself, arising out of
any of the perils  which are (or could have been)  covered by Tenant's  property
insurance policy,  with extended coverage  endorsements,  or (ii) loss resulting
from business  interruption or loss of rental income,  at the Premises,  arising
out of any of the perils which are (or could have been)  covered by the business
interruption  or by the loss of rental 


                                       15
<PAGE>


income  insurance  policy  held by  Tenant.  Tenant  shall  cause its  insurance
carrier(s)  to  consent  to such  waiver of all  rights of  subrogation  against
Landlord.

          18.2  LANDLORD'S  WAIVER.  Whether due to the  negligence of Tenant or
Tenant's  agents or  employees,  or any other cause,  Landlord  hereby  releases
Tenant and Tenant's agents and employees from  responsibility for and waives its
entire claim of recovery for (i) any loss or damage to the personal  property of
Landlord located in the Building,  including the Building itself, arising out of
any of the perils which are (or could have been) covered by Landlord's  property
insurance policy,  with extended coverage  endorsements,  or (ii) loss resulting
from business  interruption or loss of rental income,  at the Premises,  arising
out of any of the perils which are (or could have been)  covered by the business
interruption or by the loss of rental income  insurance policy held by Landlord.
Landlord  shall cause its insurance  carrier(s) to consent to such waiver of all
rights of subrogation against Tenant.

     19.  INDEMNIFICATION.  Tenant shall  defend,  indemnify  and hold  harmless
Landlord, its agents, employees,  officers, directors, partners and shareholders
from and against any and all liabilities,  judgments, demands, causes of action,
claims,  losses,  damages,  costs and expenses,  including reasonable attorneys'
fees and  costs,  arising  out of the use,  occupancy,  conduct,  operation,  or
management  of the  Premises by, or the willful  misconduct  or  negligence  of,
Tenant,  its officers,  contractors,  licensees,  agents,  servants,  employees,
guests,  invitees,  or visitors in or about the  Building or Premises or arising
from any breach or default  under  this  Lease by  Tenant,  or arising  from any
accident,  injury, or damage,  howsoever and by whomsoever caused, to any person
or  property,   occurring   in  or  about  the   Building  or   Premises.   This
indemnification  shall survive  termination of this Lease.  This provision shall
not be  construed  to make Tenant  responsible  for loss,  damage,  liability or
expense  resulting from injuries to third parties caused by the sole  negligence
or willful  misconduct  of Landlord,  or its officers,  contractors,  licensees,
agents, employees, or invitees.

     20. ASSIGNMENT AND SUBLETTING.

          20.1  LANDLORD'S  CONSENT.  Tenant  shall not assign  this  Lease,  or
sublease all or any part of the  Premises,  or permit the use of the Premises by
any party  other than  Tenant and Gemini Air Cargo,  L.L.C.,  without  the prior
written consent of Landlord which consent shall not be  unreasonably,  withheld,
delayed  or  conditioned.   When  Tenant  requests  Landlord'  consent  to  such
assignment or sublease,  it shall notify Landlord in writing of (i) the name and
address of the proposed assignee or subtenant;  (ii) the nature and character of
the business of the proposed assignee or subtenant;  (iii) financial information
including financial statements of the proposed assignee or subtenant; and (iv) a
copy of the proposed  sublet or assignment  agreement.  Tenant shall  thereafter
immediately  provide to Landlord  any and all other  information  and  documents
reasonably   requested  by  Landlord  in  order  to  assist  Landlord  with  its
consideration of Tenant's request hereunder.  Landlord shall have the option (to
be exercised within twenty (20) days from the submission of Tenant's request and
receipt of all other information requested hereunder) to cancel this Lease as it
affects  the  portion of the  Premises  to be  subleased  or  assigned as of the
commencement  date stated in the proposed  sublease or  assignment.  If Landlord
shall not  exercise  its  option  within  the time set forth  above,  Landlord's
consent  to any  proposed  assignment  or  sublease  shall  not be  unreasonably
withheld.



                                       16
<PAGE>


          20.2  APPROVED  SUBLEASES  AND  ASSIGNMENTS.  If Landlord  approves an
assignment  or sublease as herein  provided,  Tenant shall pay to  Landlord,  as
Additional Rent due under this Lease,  as applicable  fifty percent (50%) of the
following:  (i) in the  case of a  sublease,  an  overage  amount  equal  to the
difference,  if any,  between the Rent  allocable  to that part of the  Premises
affected  by such  sublease  pursuant  to this  Lease,  and the rent paid by the
subtenant to Tenant,  less any  reasonable  and customary  expenses  incurred by
Tenant in  connection  with the  sublease  which are approved by Landlord in its
reasonable discretion,  and (ii) in the case of an assignment, an overage amount
equal to the consideration, if any, received by Tenant for such assignment, less
any reasonable and customary  expenses incurred by Tenant in connection with the
sublease  which are  approved  by Landlord in its  reasonable  discretion.  Such
overage  amounts shall be due and payable by Tenant to Landlord  within ten (10)
days of Tenant's  receipt of payment from the  subtenant  or  assignee.  Overage
amounts  in the  case  of a  sublease  shall  be  calculated  and  adjusted  (if
necessary) on a Lease Year (or partial Lease Year) basis,  and there shall be no
cumulative  adjustment  for the term.  No consent to any  assignment or sublease
shall  constitute a further  waiver of the  provisions of this Section,  and all
subsequent  assignments  or  subleases  may be made only with the prior  written
consent of Landlord not to be unreasonably withheld, delayed or conditioned.  An
assignee of Tenant,  at the option of Landlord,  shall become directly liable to
Landlord  for all  obligations  of Tenant  hereunder  and shall  assume all such
obligations  in  writing  in a form  satisfactory  to  Landlord  in its sole and
absolute  discretion,  but no sublease or  assignment  by Tenant  shall  relieve
Tenant of any liability hereunder. Any assignment or sublease without Landlord's
consent  shall be void,  and shall,  at the  option of  Landlord,  constitute  a
default  under this  Lease.  In the event that  Tenant  requests  that  Landlord
consider  a  sublease  or  assignment  hereunder,  Tenant  shall pay  Landlord's
reasonable  fees,  not to exceed Five Hundred and 00/100  Dollars  ($500.00) per
transaction,  incurred in  connection  with the  consideration  of such request,
inclusive  of  reasonable  attorneys'  fees and costs  incurred  by  Landlord in
connection  with  the   consideration  of  such  request  or  such  sublease  or
assignment.

     21.  ADVERTISING.  Tenant  shall not  display any sign,  graphics,  notice,
picture,  or poster, or any advertising matter whatsoever,  anywhere in or about
the Premises or the Building at places  visible from anywhere  outside or at the
entrance to the Premises  without first  obtaining  Landlord's  written  consent
thereto,  such  consent to be at  Landlord's  sole  discretion.  Tenant shall be
responsible  to  maintain  any  permitted  signs  and  remove  the same at Lease
termination.  If Tenant  shall  fail to do so,  Landlord  may do so at  Tenant's
expense and Tenant's  reimbursement  to Landlord for such amount shall be deemed
Additional  Rent and  shall be due  within  ten (10) days of  Landlord's  demand
therefor.  Tenant shall be  responsible to Landlord for any damage caused by the
installation, use, maintenance or removal of any such signs.

     22. LIENS.  Tenant shall keep the Premises and the Building free,  from any
liens,  including  but not  limited to liens filed  against the  Premises by any
governmental  agency,  authority  or  organization,  arising  out  of  any  work
performed,  materials ordered or obligations incurred by or on behalf of Tenant,
and Tenant hereby agrees to indemnify and hold Landlord, its agents,  employees,
independent  contractors,   officers,  directors,   partners,  and  shareholders
harmless from any liability,  cost or expense for such liens. Tenant shall cause
any such lien  imposed  to be  released  of record by  payment or posting of the
proper bond  acceptable  to  Landlord  within ten (10) days after the earlier of
imposition  of the lien or  written  request  by  Landlord.  Tenant  shall  give
Landlord  written  notice of Tenant's  intention to perform work on the Premises
which  might  result in any claim of lien,  at least ten (10) days  prior to the


                                       17
<PAGE>


commencement  of such work to  enable  Landlord  to post and  record a notice of
nonresponsibility  or other notice deemed proper before commencement of any such
work.  If Tenant  fails to remove any lien  within the  prescribed  ten (10) day
period,  then Landlord may do so at Tenant's expense and Tenant's  reimbursement
to Landlord  for such  amount,  including  attorneys'  fees and costs,  shall be
deemed  Additional  Rent.  Tenant  shall have no power to do any act or make any
contract which may create or be the  foundation for any lien,  mortgage or other
encumbrance  upon the reversion or other estate of Landlord,  or of any interest
of Landlord in the Premises.

     23. DEFAULT.

          23.1 TENANT'S DEFAULT A default under this Lease by Tenant shall exist
if any of the following occurs:


               23.1.1 If Tenant  fails to pay Rent or any other sum  required to
be paid  hereunder  within ten (10) days of written  notice of nonpayment on the
date when due; provided,  however,  that if Tenant fails to pay any sum required
to be paid  hereunder  when due, on two (2) or more  occasions  in a twelve (12)
month period, no notice by Landlord shall be required and Tenant shall be deemed
in default, as further stated in Section 23.1.5 of this Lease; or

               23.1.2 If Tenant fails to perform any term, covenant or condition
of this Lease except those  requiring the payment of money,  and Tenant fails to
cure such breach  within  thirty (30) days after  written  notice from  Landlord
where such breach could  reasonably be cured within such thirty (30) day period,
provided,  however, that where such failure could not reasonably be cured within
the thirty (30) day period,  that Tenant shall not be in default if it commences
such  performance  within the thirty (30) day period and  diligently  thereafter
prosecutes the same to completion, or if Tenant shall fail to perform or observe
any of the  provisions  required to be performed or observed by Tenant under any
other agreement relating to the Premises; or

               23.1.3 If, to the extent permitted by applicable law, there shall
be filed by or against  Tenant,  in any court  pursuant to any statute either of
the United  States or any state,  a petition in  bankruptcy or insolvency or for
the  reorganization  of  or  for  the  appointment  of a  receiver,  trustee  or
liquidator  for all or any portion of the assets of Tenant,  and,  within  sixty
(60) days thereafter,  Tenant fails to secure a discharge thereof,  or if Tenant
makes an assignment for the benefit of creditors, or if Tenant admits in writing
its or their inability to pay its or their debts; or

               23.1.4 If Tenant shall fail to take  possession  of and/or occupy
the Premises within the thirty (30) days following the Lease  Commencement  Date
or if Tenant  shall  desert or abandon the  Premises for a period of thirty (30)
days at any time following the Lease Commencement Date; or

               23.1.5  The  chronic  delinquency  by  Tenant in the  payment  of
monthly Rent, or any other periodic payments required to be paid by Tenant under
this Lease, shall constitute a default. "Chronic delinquency" shall mean failure
by Tenant to pay Rent,  or any other  periodic  payments  required to be paid by
Tenant under this Lease within ten (10) days after  written  notice  thereof for
any two (2) months (consecutive or nonconsecutive)  during any twelve 


                                       18
<PAGE>

(12) month period. In the event of a chronic delinquency,  at Landlord's option,
Landlord shall have the additional  right to require that Rent be paid by Tenant
quarter-annually, in advance.

          23.2  REMEDIES.  Upon a default,  Landlord  shall  have the  following
remedies,  in  addition  to all other  rights and  remedies  provided  by law or
otherwise  provided in this Lease, to which Landlord may resort  cumulatively or
in the alternative:

               23.2.1 Landlord may continue this Lease in full force and effect,
and this Lease shall  continue in full force and effect as long as Landlord does
not terminate this Lease,  and Landlord shall have the right to collect Rent and
other charges when due.

               23.2.2 Landlord may terminate Tenant's right to possession of the
Premises  at any time by giving  written  notice to that  effect,  and relet the
Premises  or any part  thereof.  On the giving of the  notice,  all of  Tenant's
rights in the Premises,  shall terminate.  Upon such  termination,  Tenant shall
surrender and vacate the Premises in the  condition  required by Article 25, and
Landlord may re-enter and take  possession of the Premises and all the remaining
leasehold  improvements,  but not Tenant's personal property and eject Tenant or
any of Tenant's  subtenants,  assignees or other person or persons  claiming any
right under or through  Tenant or eject same and not others or eject none.  This
Lease  may  also  be  terminated  by  a  judgment  specifically   providing  for
termination.  Any  termination  under this Section shall not release Tenant from
the  payment of any sum then due  Landlord or from any claim for damages or Rent
or other sum  previously  accrued or then  accruing  against  Tenant.  Upon such
termination  Tenant  shall be  liable  immediately  to  Landlord  for all  costs
Landlord  incurs in  reletting  the  Premises  or any part  thereof,  including,
without limitation, broker's commissions,  expenses of cleaning and redecorating
the Premises  required by the reletting  and like costs.  Reletting may be for a
period  shorter  or longer  than the  remaining  term of this  Lease.  No act by
Landlord other than giving written notice to tenant shall  terminate this Lease.
Acts of  maintenance,  efforts to relet the  Premises  or the  appointment  of a
receiver on Landlord's  initiative  to protect  Landlord's  interest  under this
Lease shall not constitute a termination of Tenant's right to possession. In the
event that Tenant does not remove its personal property from the Premises within
twenty (20) days after  Landlord  notifies  Tenant in writing that this Lease or
Tenant's right to possession  hereunder has been terminated,  Tenant's  personal
property  shall be deemed  abandoned  and may be  removed by  Landlord  from the
Premises  or stored on  Tenant's  behalf at  Landlord's  reasonable  discretion.
Landlord and Tenant hereby  acknowledge that in the event of such a termination,
actual  damages to Landlord  may be difficult  to  ascertain  and,  accordingly,
hereby agree that in such event, the net present value of the Base Rent due from
the date of such  termination to the Lease  Expiration  Date,  discounted at ten
percent  (10%)  per  annum,  less  the fair  rental  value  of the  Premises  as
reasonably   determined  by  Landlord,   which  determination  shall  be  deemed
conclusive,  from the date of such termination  until the Lease Expiration Date,
discounted at ten percent (10%) per annum,  shall  thereupon be immediately  due
and payable to Landlord to  compensate  Landlord for  Tenant's  default and such
termination.  Tenant waives redemption or relief from forfeiture under any other
present  or  future  law,  in the event  Tenant is  evicted  or  Landlord  takes
possession of the Premises by reason of any default of Tenant  hereunder  beyond
applicable notice, grace and cure periods.

               23.2.3  Landlord may terminate this Lease,  re-enter the Premises
and remove all persons and property  from the Premises;  such property  shall be
deemed to have been 


                                       19
<PAGE>

abandoned by Tenant,  if Tenant does not remove such property within twenty (20)
days after  written  notice  from  Landlord  and may be removed  and stored in a
public warehouse or elsewhere or otherwise disposed of in Landlord's  reasonable
discretion,  all at the cost of Tenant.  The parties  hereby agree that Landlord
shall not be liable for the loss of such property or any damages  thereto unless
due to  Landlord's  negligence  or willful  misconduct.  No  re-entry  or taking
possession  of the  Premises  by  Landlord  pursuant  to this  section  shall be
construed as an election to terminate this Lease unless a written notice of such
intention is given to Tenant.  A re-entry or taking  possession  of the Premises
may,  however,  be construed as a termination of Tenant's right of possession of
the Promises.

               23.2.4  Landlord's  rights  pursuant to this  Article,  including
without limitation,  Landlord's rights to collect Base Rent, Additional Rent and
other charges due under this Lease,  shall survive any termination of the Lease,
whether such  termination  is affected  pursuant to this  Article or  otherwise.
Notwithstanding  anything to the contrary contained herein,  Landlord and Tenant
hereby expressly agree that Landlord shall use reasonable efforts to mitigate or
to offset any  damages  which are or may be  suffered by Landlord as a result of
any default of Tenant  under the Lease.  Any payment by Tenant of a sum of money
less than the entire  amount due Landlord at the time of such  payment  shall be
applied to the obligations of Tenant then furthest in arrears. No endorsement or
statement on any check or accompanying any payment shall be deemed an accord and
satisfaction and any payment accepted by Landlord shall be without  prejudice to
Landlord's  right to obtain the balance due or pursue any other remedy available
to Landlord both in law and in equity.

     24.  SUBORDINATION AND ATTORNMENT.  Landlord hereby represents and warrants
to Tenant that there are no  mortgages or deeds of trust  currently  encumbering
the Building. Upon request of Landlord, Tenant will, in writing, subordinate its
rights  hereunder to the lien of any  mortgage,  deed of trust,  ground lease or
underlying  lease now or hereafter  in force  against the  Premises,  and to all
advance  made or hereafter  to be made upon the  security  thereof  provided the
holder  thereof  agrees in  writing  in a form  reasonably  satisfactory  to the
parties not to disturb  Tenant's  possession  in the event of a  foreclosure  or
deed-in-lieu  of  foreclosure.  Tenant shall  execute and return to Landlord any
such subordination documents within ten (10) business days of Landlord's written
request.  If Tenant does not provide Landlord with such subordination  documents
within ten (10) business days of Landlord's written request,  then Tenant hereby
authorizes  Landlord  to execute  such  subordination  documents  acting as duly
authorized agent for Tenant provided the same is not inconsistent with the terms
hereof.  In the event any  proceedings  are brought for  foreclosure,  or in the
event of the  exercise of the power of sale under any  mortgage or dead of trust
made by Landlord covering the Premises,  Tenant shall attorn to the purchaser at
any such  foreclosure,  or to the grantee of a deed in lieu of foreclosure,  and
recognize  such  purchaser or grantee as Landlord under this Lease provided such
party agrees in writing in a form reasonably  satisfactory to the parties not to
disturb Tenant's  possession so long as Tenant is not in default  hereunder past
any  applicable  notice and cure period.  The  provisions of this Article to the
contrary  notwithstanding,  and so long as Tenant is not in  default  hereunder,
this Lease shall remain in full force and effect for the full term hereunder.

     25. SURRENDER OR POSSIESSION.  Upon expiration of the term of this Lease or
as otherwise provided hereunder,  Tenant shall Promptly and peacefully surrender
the Premises to Landlord in as good  condition  as when  received by Tenant from
Landlord or as thereafter 


                                       20
<PAGE>

improved, reasonable use and wear and tear and damage by storm, fire, lightning,
earthquake or other casualty  excepted,  all to the reasonable  satisfaction  of
Landlord.  If the Premises are not  surrendered in accordance  with the terms of
this  Lease,  Tenant  shall  indemnify  Landlord  and  its  agents,   employees,
independent contractors, officers, directors, partners, and shareholders against
any loss or  liability  including  reasonable  attorneys'  fees and  costs,  and
including liability to succeeding tenants,  resulting from delay by Tenant in so
surrendering the Premises.  This  indemnification  shall survive  termination of
this Lease.

     26. NON-WAIVER.  Waiver by Landlord of any breach of any term,  covenant or
condition  herein  contained  shall not be  deemed to be a waiver of such  term,
covenant,  or  condition(s);  or any subsequent  breach of the same or any other
term,  covenant or condition of this Lease,  other than the failure of Tenant to
pay the  particular  rental so accepted,  regardless of Landlord's  knowledge of
such  preceding  breach at the time of  acceptance of such Rent. No provision of
this Lease shall be deemed to have been waived or modified by Landlord or Tenant
unless such waiver or  modification  shall be in writing and signed by the party
against whom such waiver or modification is sought to be enforced.

     27.  HOLDOVER.  If Tenant shall,  without the written  consent of Landlord,
hold over after the  expiration  of the term of this Lease such tenancy shall be
deemed a month-to-month tenancy, which tenancy may be terminated by either party
upon thirty (30) days written  notice to the other party.  During such  tenancy,
Tenant agrees to pay to Landlord,  each month,  one hundred fifty percent (150%)
of the Rent Payable by Tenant for the last month of the term of this Lease.

     28.  CONDEMNATION.  If twenty  percent  (20%) or more of the Premises or of
such portions of the Building as may be required for the  reasonable  use of the
Premises,  are taken by eminent domain or sale under threat of  condemnation  by
eminent domain,  this Lease shall  automatically  terminate as of the date title
vests in the condemning authority, and all Rent and other payments shall be paid
to that date.  Landlord  reserves  all rights to damages to the Premises for any
partial  or entire  taking by  eminent  domain,  and  Tenant  hereby  assigns to
Landlord any right  Tenant may have to such  damages or award,  and Tenant shall
make no claim  against  Landlord  or the  condemning  authority  for damages for
termination of the leasehold interest.  Tenant shall have the right to claim and
recover from the condemning authority compensation for any loss which Tenant may
incur for Tenant's moving expenses,  business interruption or taking of Tenant's
personal property (not including Tenant's leasehold interest).

     29. NOTICES.  All notices and demands which may be required or permitted to
be given to either  party  hereunder  shall be in writing,  and shall be sent by
overnight  courier  or  United  States  mail,  postage  prepaid,   certified  or
registered with return receipt  requested,  to the addresses set forth below, or
to such other person or place as each party may from time to time designate in a
notice to the other.  Notice shall be deemed received upon delivery,  if sent by
overnight  courier,  or upon the earlier of, it sent by mail,  actual receipt or
the third day after deposit in the United States mail, postage prepaid.  Notices
shall be addressed as follows:

If to Landlord:                                If to Tenant:

Trammell Crow Real Estate                      Potomac Financial Group, L.L.C.


                                       21
<PAGE>

     Services, Inc.                            12020 Sunrise Valley Drive
1115 30th Street, N.W.                         Suite 250
Washington, D. C. 20007                        Reston, Virginia  22091
Attn: Property Manager                         Attn:  Mr. Dan Upham

     30. MORTGAGEE  PROTECTION.  Tenant agrees to give any  mortgagee(s)  and/or
trust deed  holder(s),  by overnight,  courier or certified or registered  mail,
return receipt requested,  a copy of any notice of default served upon Landlord,
provided  that prior to such notice  Tenant has been notified in writing (by way
of notice of assignment  of rents and leases,  or otherwise) of the addresses of
such  mortgagee(s)  and/or trust deed  holder(s).  Tenant further agrees that if
Landlord  shall have failed to cure such default within the time provided for in
this Lease,  then the  mortgagee(s)  and/or trust deed  holder(s)  shall have an
additional thirty (30) days within which to cure such default or if such default
cannot be cured within that time,  then such additional time as may be necessary
if within such thirty (30) days any mortgagee and/or trust deed holder(s) notify
Tenant that it will, and, has commenced and is diligently  pursuing the remedies
necessary to cure such default  (including  but not limited to  commencement  of
foreclosure proceedings,  if necessary to effect such cure), in which event this
Lease  shall not be  terminated  while  such  remedies  are being so  diligently
pursued.

     31.  COSTS AND  ATTORNEYS'  FEES.  If Tenant or  Landlord  shall  employ an
attorney  with regard to any act,  omission or activity of the other with regard
to this Lease,  including any suit by Landlord for the recovery of Rent or other
payments due hereunder or possession of the Premises, the losing party shall pay
the prevailing  party a reasonable sum for attorneys' fees and costs,  including
without  limitation  those incurred in connection with any litigation,  at trial
and on  appeal,  and such  attorneys'  fees and  costs  shall be  deemed to have
accrued on the commencement of such action.

     32. BROKERS. Tenant represents and warrants to Landlord that neither it nor
its  officers or agents nor anyone  acting on its behalf has dealt with any real
estate broker other than Trammell Crow Real Estate Services,  Inc.  representing
Landlord and Julian J. Studley,  Inc.  representing Tenant in the negotiating or
making of this  Lease,  and each  agrees to  indemnify  and hold the other,  its
agents, employees, partners, directors, shareholders and independent contractors
harmless from all liabilities, costs, demands, judgments,  settlements,  claims,
and losses, including reasonable attorneys fees and costs, incurred by the other
in  conjunction  with any such  claim or claims of any other  broker or  brokers
claiming to have  interested  Landlord or Tenant in the  Building or Premises or
claiming to have caused Landlord or Tenant to enter into this Lease.

     33. LANDLORD'S LIABILITY.

          33.1   Anything  in  this  Lease  to  the  contrary   notwithstanding,
covenants,  undertakings and agreements  herein made on the part of Landlord are
made and  intended  not for the purpose of binding  Landlord  personally  or the
assets of Landlord but are made and intended to bind only Landlord's interest in
the Premises and Building, as the same may, from time to time, be encumbered and
no  personal  liability  shall at any time be asserted  or  enforceable  against
Landlord or its  stockholders,  officers or partners or their respective  heirs,
legal  representatives,  


                                       22
<PAGE>

successors  and  assigns  on account of the Lease or on
account of any covenant, undertaking or agreement of Landlord in this Lease.

          33.2  Landlord  shall not be liable for any damage or injury which may
be sustained by Tenant or any other person from water by reason of the breakage,
leakage or obstruction of the roof,  roof drains,  sprinkler  systems,  water or
soil pipes or any other leakage in or about the Premises,  or resulting from the
sole  negligence or willful  misconduct  on the part of any of Landlord's  other
tenants, their agents or employees. Landlord shall not be liable for any loss of
property from any cause whatsoever,  including not by way of limitation,  theft,
vandalism or burglary from the Premises, and Tenant covenants and agrees to make
no claim for any such loss at any time.

     34. ESTOPPEL CERTIFICATES. Tenant shall, from time to time, within ten (10)
business days of Landlord's written request, execute, acknowledge and deliver to
Landlord or its  designee a written  statement  stating:  the date the Lease was
executed  and the date it expires;  the date  Tenant  entered  occupancy  of the
Premises;  the  amount  of Base  Rent,  Additional  Rent and other  charges  due
hereunder and the date to which such amounts have been paid;  that this Lease is
in full  force and  effect  has not been  assigned,  modified,  supplemented  or
amended  in any way (or  specifying  the date  and  terms  of any  agreement  so
affecting this Lease);  that this Lease represents the entire agreement  between
the  parties  as to this  leasing;  that all  conditions  under this Lease to be
performed by Landlord have been  satisfied (or  specifying  any such  conditions
that have not been  satisfied);  that all required  contributions by Landlord to
Tenant on account of Tenant's improvements have been received (or specifying any
such  contributions  that  have  not  been  received);  that on the date of such
statement there are no existing  defenses or offset which Tenant has against the
enforcement of this Lease by Landlord (or if so,  specifying the same);  that no
Rent has been paid more than one (1) month in advance; that no security has been
deposited  with Landlord (or, if so, the amount  thereof);  or any other matters
evidencing the status of the Lease, as may be required either by a lender making
a loan to  Landlord  to be secured by a deed of trust or  mortgage  against  the
Building, or a purchaser of the Building. It is intended that any such statement
delivered pursuant to this Article may be relied upon by a prospective purchaser
of Landlord's  interest or a mortgagee of Landlord's interest or assignee of any
mortgage upon  Landlord's  interest in the Building.  If Tenant fails to respond
within  ten (10)  business  days of  receipt  by Tenant of a written  request by
Landlord  as  herein  provided,  Tenant  shall  be  deemed  to have  given  such
certificate as above provided  without  modification and shall be deemed to have
admitted the accuracy of any  information  supplied by Landlord to a prospective
purchaser or mortgagee.

     35. FINANCIAL STATEMENTS. Not more than once each Lease Year, within thirty
(30) days after Landlord's request, Tenant shall deliver to Landlord the current
financial  statements of Tenant, and financial statements of each of the two (2)
years prior to the current  financial  statements  year, to the extent existing,
certified by the Tenant, including a balance sheet and profit and loss statement
for the most  recent  prior year,  all  prepared in  accordance  with  generally
accepted accounting principles  consistently applied. Tenant also agrees, within
thirty  (30) days of  Landlord's  request,  to provide  such  further  financial
information (such as quarterly statements) as Landlord may request.



                                       23
<PAGE>

     36.  TRANSFER OF LANDLORD'S  INTEREST.  In the event of any  transfer(s) of
Landlord's  interest in the Premises or the Building,  other than a transfer for
security  purposes only, the transferor shall be  automatically  relieved of any
and all obligations  and  liabilities on the part of Landlord  accruing from and
after the date of such transfer,  provided the  transferee  agrees in writing to
assume the same and Tenant agrees to attorn to the transferee.

     37. RIGHT TO PERFORM.  If Tenant shall fail to pay any sum of money,  other
than  Rent,  required  to be paid by it  hereunder,  or if Tenant  shall fail to
perform any other act on its part to be performed  hereunder  which such failure
shall continue for thirty (30) days after written notice from Landlord, then, in
addition to a default if provided by Section  23.1,  Landlord may, but shall not
be  obligated  so to do,  and  without  waiving  or  releasing  Tenant  from any
obligations  of Tenant,  make any such  payment or perform any such other act on
Tenant's part to be made or performed as provided in this Lease. Notwithstanding
the foregoing, in the event of an emergency, if Tenant shall fail to pay any sum
of money, other than Rent,  required to be paid by it hereunder or shall fail to
perform any other act on its part to be performed  hereunder,  Landlord may, but
shall not be  obligated so to do, and without  waiving or releasing  Tenant from
any obligations of Tenant, immediately make any such payment or perform any such
other act on Tenant's  part to be made or  performed  as provided in this Lease.
Landlord  shall have (in addition to any other right or remedy of Landlord)  the
same rights and remedies in the event of the  nonpayment  of sums due under this
Article  as in the case of default  by Tenant in the  payment of Rent.  All sums
paid by Landlord and all penalties,  interest and costs in connection therewith,
shall be due and  payable  by Tenant as  Additional  Rent on the next Basic Rent
payment date after such payment by Landlord,  together with interest  thereon at
the  maximum  rate of  interest  permitted  by law from such date to the date of
payment.

     38. SUBSTITUTED  PREMISES.  Landlord shall have the right at any time, upon
giving Tenant not less than sixty (60) days' prior notice in writing, to provide
and furnish  Tenant with space  elsewhere in the  Building  (the "New Space") of
approximately  the same size as the  Premises and to place Tenant in such space.
If the total rentable square footage of the New Space should exceed the total of
the original  Premises,  Tenant's  Rent and Tenant's  percentage of the Building
share shall not be increased  proportionately.  If, however, such total rentable
square  footage  shall be less,  Tenant's  Rent and Tenant's  percentage  of the
Building shall be decreased proportionately. In the event of any such relocation
of Tenant,  Landlord shall pay for Tenant's  reasonable  moving costs  including
without limitation,  new stationery,  business cards, printing expenses,  moving
expenses,  phone and  utility  transfer  charges,  computer  system  relocation,
cabling,  mailing announcements and reasonable advertising of the address of the
New Space; provided,  however,  Tenant shall not be entitled to any compensation
for damages for any interference  with or interruption of its business during or
resulting from such relocation.  However, Landlord shall make reasonable efforts
to  minimize  such  interference.  Landlord  shall have the right to  reasonably
approve all  contractors and vendors  associated  with Tenant' s relocation.  If
Tenant shall notify  Landlord  within twenty (20) days of receipt of notice from
Landlord  required above that Tenant does not want to relocate to the New Space,
Landlord  may,  at its  option,  cancel  this Lease by sending  thirty (30) days
written  notice  thereof to Tenant,  and upon such date  specified in Landlord's
notice,  the term of this Lease shall expire as fully and  completely as if such
date were the date set forth above for the  termination  of this Lease and there
shall be no liability  between the parties except such liability  accruing up to
the date of  termination  of the Lease.  If  Landlord  moves  Tenant to such New
Space, this Lease and each and 


                                       24
<PAGE>

all of its terms, covenants and conditions shall remain in full force and effect
and be deemed  applicable to such new space, and such new space shall thereafter
be deemed to be the  "Premises".  Landlord  shall  relocate  or  replace  all of
Tenant's leasehold  improvements in the Premises with leasehold  improvements of
equal  or  greater  quality  in the New  Space.  The  layout  of the New  Space,
including the ratio of windows to office space,  shall be substantially  similar
to the Premises. All construction and Tenant improvements in the New Space shall
be substantially  completed prior to relocation to the New Space. Landlord shall
use  commercially  reasonable  efforts to perform the relocation of the Premises
over a weekend.  Rent shall  abate for any period of  interruption  of  Tenant's
operations as a result of the relocation.

     39. SALES AND AUCTIONS. No retail sales may be conducted at, upon or in the
Premises. Tenant may not use the exterior walls and doorways of the Premises for
storage.  Tenant  agrees not to install any  exterior  lighting,  amplifiers  or
similar devices in or about the Premises.  Tenant shall not conduct or permit to
be  conducted  any sale by auction in, upon or from the  Premises  whether  said
auction be voluntary, involuntary, pursuant to any assignment for the payment of
creditors or pursuant to any bankruptcy or other insolvency proceeding.

     40. NO ACCESS TO ROOF.  Tenant shall have no right of access to the roof of
the Premises or the Building.

     41.  SECURITY.  Tenant  hereby  agrees to the  exercise by Landlord and its
agents and employees, within their sole discretion, of such security measures as
it deems necessary for the Building.

     42. AUTHORITY OF TENANT.  Tenant warrants to Landlord that Tenant, if other
than an  individual,  is a validly  existing  legal entity under the laws of the
state of its formation, that it is duly qualified to do business in the State in
which the  Premises  are located,  that its entry into and  performance  of this
Lease has been duly  authorized,  that,  if  Tenant  is not an  individual,  the
officer(s),  partner(s) or trustee(s),  as  applicable,  executing this Lease on
Tenant's  behalf  are duly  authorized  to do so, and that this Lease is binding
upon Tenant.

     43. NO ACCORD OR SATISFACTION.  No payment by Tenant or receipt by Landlord
of a lesser amount than the Rent and other sums due hereunder shall be deemed to
be other than on account of the  earliest  Rent or other sums due, nor shall any
endorsement  or statement on any check or  accompanying  any check or payment be
deemed an accord and satisfaction; and Landlord may accept such check or payment
without  prejudice  to  Landlord's  right to recover the balance of such Rent or
other sum and to pursue any other remedy provided in this Lease.

     44. MODIFICATIONS FOR LENDER. If in connection with obtaining financing for
the Building or any portion thereof,  Landlord's lender shall request reasonable
modifications  to this Lease as a condition to such financing,  Tenant shall not
unreasonably withhold, delay, or defer its consent to such modification provided
such modifications do not materially  adversely affect Tenant's rights hereunder
or increase Tenant's obligations.

     45.  PARKING.  Tenant's  occupancy of the Premises shall include the use of
thirteen (13) parking  spaces,  of which two (2) shall be covered spaces and for
which  Landlord  will  


                                       25
<PAGE>

provide free of charge to Tenant for the duration of Tenant's occupancy.  Tenant
shall have the right to park in the Building  parking  facilities in common with
other  tenants of the  Building.  Tenant  agrees not to  overburden  the parking
facilities and agrees to cooperate with Landlord and other tenants in use of the
parking  facilities.  Landlord reserves the right in its absolute  discretion to
determine  whether the  parking  facilities  are  becoming  overburdened  and to
allocate  and assign  parking  spaces  among  Tenant and other  tenants,  and to
reconfigure the parking area and modify the existing  ingress to and egress from
the parking area as Landlord shall deem appropriate  provided that the number of
covered and uncovered parking spaces provided to Tenant shall not be reduced.

     46. GENERAL PROVISIONS.

          46.1  ACCEPTANCE.  The  submission  of this Lease by Landlord does not
constitute  an offer by Landlord or other  option  for, or  restriction  of, the
Premises,  and this Lease shall only become effective and binding upon Landlord,
upon full execution hereof by Landlord and delivery of a signed copy to Tenant.

          46.2  JOINT  OBLIGATION.  If  there  be  more  than  one  Tenant,  the
obligations hereunder imposed shall be joint and several.

          46.3 MARGINAL HEADINGS, ETC. The marginal headings, Table of Contents,
lease  summary  sheet and titles to the  articles and sections of this Lease are
not a part of the Lease  and  shall  have no  effect  upon the  construction  or
interpretation of any part hereof.

          46.4 CHOICE OF LAW.  This Lease shall be governed by and  construed in
accordance with the laws of the Commonwealth of Virginia.

          46.5  SUCCESSORS  AND ASSIGNS.  The  covenants and  conditions  herein
contained,  subject to the  provisions as to  assignment,  inure to and bind the
heirs, successors, executors, administrators and assigns of the parties hereto.

          46.6 RECORDATION. Neither landlord nor Tenant shall record this Lease,
but a short-form memorandum hereof may be recorded at the request of Landlord or
Tenant.  The requesting party shall bear all costs associated with the recording
of such  short-form  memorandum.  Tenant shall,  promptly upon the expiration or
earlier termination of this Lease,  execute all documents necessary to cancel or
terminate of record such short-form memorandum and in the event that Tenant does
not so execute such document(s) within thirty (30) days after written request by
Landlord,   Tenant  hereby  appoints   Landlord  as  its  authorized  agent  and
attorney-in-fact solely for the purpose of execution, on Tenant's behalf, of all
such document(s).

          46.7 QUIET POSSESSION. Upon Tenant's paying the Rent and other charges
due hereunder and observing and performing all of the covenants,  conditions and
provisions on Tenant's part to be observed and performed hereunder, Tenant shall
have quiet  possession  of the Premises for the term hereof,  subject to all the
provisions of this Lease.

          46.8 PARTIAL INVALIDITY. Any provision of this Lease which shall prove
to be invalid, void, or illegal shall in no way affect, impair or invalidate any
other provision  hereof and such other  provision(s)  shall remain in full force
and affect.

                                       26
<PAGE>

          46.9  CUMULATIVE  REMEDIES.  No remedy or election  hereunder shall be
deemed  exclusive but shall,  whenever  possible,  be cumulative  with all other
remedies at law or in equity.  

          46.10 ENTIRE  AGREEMENT.  This Lease contains the entire  agreement of
the parties hereto and no representations,  inducements, promises or agreements,
oral or otherwise,  between the parties,  not embodied  herein,  shall be of any
force or effect.

          46.11  LABOR  DISPUTES.  Tenant  agrees  that it will not at any time,
either  directly  or  indirectly,   employ  or  permit  the  employment  of  any
contractor,  mechanic or laborer,  or permit any materials in the  Premises,  in
connection with any services, provisions, alterations or maintenance, if the use
of such  contractor,  mechanic  or  laborer  or such  materials  may  create any
difficulty,  strike or jurisdictional dispute with other contractors,  mechanics
or laborers  engaged by Landlord or others,  or would  disturb the  constructing
maintenance,  cleaning,  janitorial services,  repair,  management,  security or
operation of the Building or any part thereof . In the event of any interference
or  conflict,  Tenant,  upon demand of  Landlord,  shall cause all  contractors,
mechanics or laborers, or all materials causing such interference, difficulty or
conflict, to leave or be removed from the Building immediately.

          46.12  WAIVER  OF  COUNTERCLAIM.  Tenant  hereby  waives  the right to
interpose any non-compulsory counterclaim of whatever description in any summary
proceeding.

          46.13 TIME IS OF THE  ESSENCE.  Time is of the  essence of this Lease.
Unless  specifically  provided  otherwise,  all  references  to terms of days or
months shall be construed as  references  to calendar  days or calendar  months,
respectively.

          46.14  EXECUTION.  This  Lease  may  be  executed  in  any  number  of
counterparts  , each of which shall be deemed an original and any of which shall
be deemed to be complete in itself and may be  introduced  into evidence or used
for any purpose without the production of the other counterparts.

          46.15 FORCE  MAJEURE.  A party to this Lease shall be excused from the
performance of its duties and obligations under this Lease,  except  obligations
for the payment of money such as Base Rent,  for the period of delay,  but in no
event  longer  than  ninety (90) days,  caused by labor  disputes,  governmental
regulations,  riots, war,  insurrection,  acts of God or other causes beyond the
control of the party whose  performance  is being excused (but such causes shall
not include insufficiency of funds).

          46.16 NO JOINT VENTURE. This Lease does not and shall not be construed
to create a partnership, joint venture or any other relationship other than that
of landlord and tenant.

     47. RULES AND  REGULATIONS.  Tenant  agrees to comply with such  reasonable
rules and  regulations  as Landlord  may adopt from time to time for the orderly
and proper operation of the Building and parking and other common areas provided
that any future rules and  regulations  shall not materially  increase  Tenant's
obligations or decrease  Tenant's rights  hereunder.  Such rules may include but
shall not be limited to the following:  (i) restricting of employee parking to a
limited,  designated area or areas; and (ii) regulation of the removal,  storage
and disposal of Tenant's  refuse and other  rubbish at the sole cost and expense
of Tenant.  

                                       27
<PAGE>

The rules and  regulations  shall be binding upon Tenant upon delivery of a copy
of  them  to  Tenant.  Landlord  shall  not be  responsible  to  Tenant  for the
nonperformance  of any of said  rules and  regulations  by any other  tenants or
occupants of the Building.

     48. NO WARRANTIES OR REPRESENTATIONS BY LANDLORD.  Tenant  acknowledges and
agrees that,  except as expressly set forth in this Lease,  neither Landlord nor
any agent or  representatives  of Landlord have made, and Landlord is not liable
or  responsible   for  or  bound  in  any  manner  by  any  express  or  implied
representations,  warranties,  covenants, agreements,  obligations,  guarantees,
statements,  information or  inducements  pertaining to the Premises or any part
hereof,  the title and physical  condition  thereof,  the  quantity,  character,
fitness and quality thereof,  merchantability,  fitness for particular  purpose,
the income,  expenses or operation thereof, the value and profitability thereof,
the uses which can be made thereof or any other matter or thing  whatsoever with
respect thereto.  Tenant acknowledges,  agrees,  represents and warrants that it
has had the opportunity and has in fact inspected the Premises,  and that it has
had  access  to  information  and data  relating  to all of same as  Tenant  has
considered necessary, prudent, appropriate or desirable for the purposes of this
transaction and, without limiting the foregoing,  that Tenant and its agents and
representatives have independently inspected,  examined,  analyzed and appraised
all of same, including the condition,  value and profitability thereof.  Without
limiting the foregoing, Tenant acknowledges and agrees that, except as expressly
set forth in this Lease,  Landlord is not liable or responsible  for or bound in
any manner by (and Tenant has no relief  upon) any oral or supplied  guarantees,
statements,  information or  inducements  pertaining to the Premises or any part
hereof,  such condition and such operation and any other information  respecting
same  furnished by or obtained from Landlord or any agent or  representative  of
Landlord. Without limiting the foregoing,  except as expressly set forth in this
Lease,  Tenant  acknowledges  and agrees that Tenant is leasing the Premises "AS
IS" at the Lease Commencement Date.

     49. LANDLORD'S CONSENT OR APPROVAL.

          49.1 With respect to any  provision of this Lease which  provides that
Tenant shall obtain Landlord's prior consent or approval,  Landlord may withhold
such  consent  or  approval  for any reason at its sole  discretion,  unless the
provision  specifically  states  that  the  consent  or  approval  will  not  be
unreasonably withheld delayed or conditioned.

          49.2 With respect to any  provision of this Lease which  provides that
Landlord shall not  unreasonably  withhold or unreasonably  delay any consent or
any approval,  Tenant, in no event,  shall be entitled to make, nor shall Tenant
make, any claim for, and Tenant hereby waives any claim for money  damages;  nor
shall Tenant claim any money damages by way of setoff,  counterclaim or defense,
based upon any claim or  assertion  by Tenant  that  landlord  has  unreasonably
withheld or  unreasonably  delayed any consent or approval;  but  Tenant's  sole
remedy shall be an action or  proceeding to enforce any such  provision,  or for
specific performance, injunction or declaratory judgment.

     50. WAIVER OF TRIAL BY JURY. LANDLORD AND TENANT WAIVE THE RIGHT TO A TRIAL
BY JURY IN ANY ACTON OR PROCEEDING  BASED UPON, OR RELATED TO, THE SUBJCT MATTER
OF THIS LEASE. THIS WAIVER IS KNOWINGLY,  INTENTIONALLY, AND VOLUNTARILY MADE BY
TENANT AND 


                                       28

<PAGE>

TENANT  ACKNOWLEDGES  THAT NEITHER  LANDLORD NOR ANY PERSON  ACTING ON BEHALF OF
LANDLORD HAS MADE ANY  RPERESENTATIONS OF FACT TO INDUCE THIS WAIVER OR TRIAL BY
JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT.  TENANT FURTHER ACKNOWLEDGES
THAT IT HAS BEEN  REPRESENTED  (OR HAS HAD THE OPPORUTNITY TO BE REPRESENTED) IN
THE SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT  LEGAL
COUNSEL,  SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE  OPPORTUNITY TO
DISUCSS THIS WAIVER WITH COUNSEL.  TENANT FURTHER  ACKNOWLEDGES THAT IT HAS READ
AND UNDERSTANDS THE MEANING AND  RAMIFICATIONS  OF THIS WAIVER  PROVISION AND AS
EVIDENCE OF SAME HAS EXECUTED THIS LEASE.

         Initials:

         Landlord:  _______                        Tenant: _______

     IN WITNESS  WHEREOF,  Landlord  and Tenant have  executed  this  Lease,  in
triplicate, on the day and year first above written

TENANT:                                            LANDLORD
-------                                            --------
POTOMAC FINANCIAL GROUP,                           AETNA LIFE INSURANCE COMPANY,
L.L.C., a Virginia limited liability company       a Connecticut corporation



By:                                                By:    
   --------------------------                         --------------------------
Printed Name:                                      Printed Name:       
             ----------------                                   ----------------
Its:                                               Its: 
    -------------------------                           ------------------------



                                       29
<PAGE>



                                    EXHIBIT A
                                    ---------

                        LOCATION AND DIMENSIONS OF PLANS
                        --------------------------------





                                       30
<PAGE>



                                    Exhibit B
                                    ---------

                              Special Stipulations
                              --------------------


     These Special  Stipulations are hereby  incorporated into this Lease and in
the event that they  conflict  with any  provision of this Lease,  these Special
Stipulations shall control.

     1. Base Rent.  During the Term of the Lease,  Tenant shall pay Base Rent as
follows:

Year of the              Base Rent Rate per Rentable        Monthly Base
Lease Term                  Square Foot per Annum           Rent Payment
----------                  ---------------------           ------------
        1                          $17.75                      $5,506.94

        2                          $18.28                      $5,671.37
  
        3                          $18.83                      $5,842.01

        4                          $19.40                      $6,018.85

        5                          $19.98                      $6,198.80


     2. Entry Sign.  Landlord shall also provide Tenant with one (1) suite entry
sign at Landlord's  sole cost and expense.  Landlord  hereby  acknowledges  that
Tenant  shall be  permitted to install a second suits entry sign on behalf of an
affiliate of Tenant, at Tenant's expense.

     3.  Security  Deposit.  Tenant  hereby  agrees to pay  Landlord  a security
deposit in the amount of Twenty-Two Thousand and no/100 Dollars ($22,000.00) for
years one (1)  through  three (3)  during the Term of the  Lease.  The  security
deposit for years four (4) through five (5) shall be reduced to Twelve  Thousand
Thirty-Seven and 70/100 Dollars ($12,037.70), provided, however, Tenant does not
exercise its option to terminate this Lease. At any time during the term of this
Lease after the first (1st) anniversary of the Lease  Commencement  Date, Tenant
shall have the right to  substitute  a letter of credit (the "Letter of Credit")
in lieu of the amount of the security deposit as set forth above. Such Letter of
Credit shall be in the form of an unconditional,  irrevocable  standby letter of
credit naming Landlord as beneficiary  and payable upon  presentation of a sight
draft  (accompanied  by  a  statement  by  an  authorized  officer  of  Landlord
certifying  that an Event of Default has occurred and that  Landlord is entitled
to draw on the Security Deposit for such sum as is stated in the sight draft) at
a federally-insured national bank approved by Landlord (the "Issuer") and having
such other form and content as Landlord shall reasonably require.  The Letter of
Credit may be replaced by a substitute letter of credit otherwise satisfying the
terms of this  paragraph in the reduced  amount set forth above or the Letter of
Credit may reduce in amount automatically.

     4. Renewal  Option.  Provided  that (i) both at the time of the exercise of
the option  hereinafter set forth and at the time of commencement of the Renewal
Term (as  hereinafter  


                                       31
<PAGE>

defined) this Lease is in full force and effect and provided further that Tenant
is not then in  monetary  default or  material  non-monetary  default  hereunder
beyond the expiration of any applicable  notice and cure period  provided for in
this Lease and (ii) Tenant is in  occupancy of at least fifty  percent  (50%) of
the Premises for the purpose of conducting  its own  business,  Tenant is hereby
granted  the  option to renew the Lease  Term for one (1)  additional  period of
sixty (60) months (the  "Renewal  Term"),  such  Renewal Term to commence at the
expiration of the initial Lease Term.  Tenant shall exercise its option to renew
by delivering  notice of such  election (the "Renewal  Notice'") to Landlord not
less than six (6) months prior to the  expiration  of the initial Lease Term. In
the event  that  Landlord  does not  receive  the  Renewal  Notice  prior to the
expiration of such time period (time being of the essence with respect thereto),
then such option to renew the Lease Term shall, upon the expiration of such time
period,  become  null and void and be of no  further  force or effect and Tenant
shall,  at the request of Landlord,  execute an instrument in form and substance
acceptable to Landlord confirming such facts. The Renewal Term shall be upon the
same terms and  conditions  of this Lease  except  that the Base Rent during the
Renewal  Term shall be at an annual rate equal to the then  current  fair market
rental  rate for leases  comparable  to this Lease for space  comparable  to the
Premises in the Building taking into account such factors as tenant  improvement
allowances, rent concessions,  and rental escalations (the "FMR"). The FMR shall
be determined by Landlord and Tenant by mutual agreement;  however,  if Landlord
and Tenant  cannot  agree in writing  on the FMR within  thirty  (30) days after
Tenant's  notice of its  election to renew,  the Renewal  Notice shall be deemed
null and void, unless Tenant,  within ten (10) days after the expiration of said
thirty (30) day period,  elects, by notifying  Landlord in writing,  to have the
FMR determined by the Three Broker Method set forth below.  Tenant shall have no
option to renew this Lease beyond the  expiration of the Renewal  Term,  and the
Premises shall be delivered in their existing condition (on an "as is" basis) at
the time the Renewal Term commences.

     The "Three Broker Method" shall operate as follows:  The FMR shall be based
upon the current fair market  rental rate  expressed in terms of rent per square
of rentable area of the Premises for comparable space in comparable buildings in
the Reston,  Virginia  area,  (taking into account  concessions  which are being
offered in the marketplace for renewals) which shall be determined by a board of
three (3) licensed real estate brokers,  one of whom shall be named by Landlord,
one by Tenant, and the two so appointed shall select a third broker. Each member
of the board of brokers  shall be licensed in Virginia as a real estate  broker,
specializing  in the field of  commercial  office  leasing in the Reston area of
Virginia,  having no less than ten (10) years'  experience  in such  field,  and
recognized as ethical and reputable within the field.  Landlord and Tenant agree
to make their  appointments  promptly  after  Landlord  and Tenant are unable to
agree upon the FMR.  The two (2) brokers  selected by Landlord  and Tenant shall
Select  the  third  broker  within  ten (10)  days  after  they  both  have been
appointed,  and each broker,  within fifteen (15) days after the third broker is
elected,  shall submit his or her determination of the FMR. The FMR shall be the
determination  of the broker  that is not the  highest or the lowest (or, if two
brokers  reach  an  identical  determination,  the  determination  of  such  two
brokers).  Landlord and Tenant shall each pay the fee of the broker  selected by
it, and they shall equally share the payment of the fee of the third broker.

     The FMR shall be the Base Rent with  respect  to the  Premises  during  the
first  year of the  Renewal  Term  and  shall  thereafter  escalate  during  the
remainder  of the Renewal  Term at three  percent  (3%) per annum over the prior
year's Base Rent.



                                       32
<PAGE>


     5. Cancellation Option.  Notwithstanding anything to the contrary contained
in this Lease, provided Tenant is not in default hereunder beyond any applicable
notice and cure  period or in the event  that  Tenant is in  default,  if Tenant
shall cure such default,  Tenant shall have the one (1) time option to terminate
this Lease,  effective  upon the  completion  of the third (3rd) Lease Year (the
"Cancellation  Date") by providing  Landlord with written  notice of such option
election  (the  "Cancellation   Notice").  Such  Cancellation  Notice  shall  be
effective  only if it is given to Landlord at least six (6) months  prior to the
Cancellation Date (the "Cancellation Notice Deadline");  accordingly,  if Tenant
has not given its Cancellation Notice to Landlord prior to a Cancellation Notice
Deadline,  the  respective  Cancellation  Option  shall  terminate  and be of no
further force or effect.  As a condition  precedent to any  cancellation of this
Lease pursuant to the provisions of this  paragraph,  Tenant must have delivered
to Landlord,  together with its Cancellation Notice, an amount as a cancellation
fee equal to the sum of  Thirty-Eight  Thousand Three Hundred Fifteen and 98/100
Dollars  ($38,315.98),  which  represents (i) an amount equal to the unamortized
portion of any tenant improvement allowance,  leasing commissions and free rent,
if any, plus (ii) an amount equal to three (3) months of the then current rental
rate.  It is hereby  acknowledged  that any such  amount  required to be paid by
Tenant  in  connection  with  such  early  termination  is not a  penalty  but a
reasonable  pre-estimate  of the loss  incurred  by Landlord as a result of such
early  termination  of this Lease (which loss is  impossible  to calculate  more
precisely) and, in that regard,  constitutes  liquidated damages with respect to
such loss.  Tenant shall  continue to be liable for its  obligations  under this
Lease to and through  the  Cancellation  Date,  including,  without  limitation,
Additional  Rent that  accrues  pursuant to the terms of the Lease,  with all of
such  pre-Cancellation  Date obligations  surviving the early termination of the
Term of this Lease to the extent that such obligations  remain unfulfilled as of
the  Cancellation  Date.  The rights  granted to Tenant under this paragraph are
personal to Tenant, and in the event of any assignment of this Lease or sublease
by Tenant,  this Cancellation Option shall thenceforth be void and of no further
force or effect.


                                       33
<PAGE>



                                    Exhibit C
                                    ---------

                               Tenant Work Letter
                               ------------------



     Landlord  agrees that it shall  construct the tenant  improvements  for the
Premises in a good and workmanlike  manner  substantially in accordance with the
construction  drawings  and  plans  prepared  by  ______________________   dated
September  26, 1995 which  Tenant has and does  hereby  approve  (the  "Approved
Drawings")  and the  Buildings  standard  specifications  for the  quantity  and
quality of materials to be used in the construction of the tenant  improvements.
Landlord shall pay for all costs of construction  of the tenant  improvements as
shown on the  Approved  Drawings.  Landlord  shall have the right to approve all
changes, modifications, substitutions or additions to the Approved Drawings.

     Landlord  shall  paint and  re-carpet  the entire  Premises  with  Building
standard  carpet and colors to be selected by Tenant and repair all water damage
in the Premises.

     Additionally,  Landlord's  architect  shall  provide  services for Approved
Drawings at Landlord's sole cost and expense.




                                       34
<PAGE>



                                    Exhibit D
                                    ---------

                              Rules and Regulations
                              ---------------------



1.   The  sidewalks in front of Premises  shall not be  obstructed  by Tenant or
     used by Tenant for any  purpose  other than  ingress and egress from and to
     Tenant's offices. Tenant shall remove promptly, at its own expense, without
     the use of  chemical  agents,  any debris  from the  sidewalks  in front of
     Premises.  Landlord  shall in all  cases  obtain  the right to  control  or
     prevent  access  thereto  by  any  person  whose  presence,  in  Landlord's
     judgment,   would  be  prejudicial  to  the  safety,  peace,  character  or
     reputation of the Building or of any Tenant of the Property.

2.   The toilet rooms, water closets, sinks, faucets, plumbing and other service
     apparatus  of any kind  shall not be used by Tenant for any  purpose  other
     than those for which they were installed, and no sweepings,  rubbish, rags,
     ashes,  chemicals or other refuse or injurious  substances  shall be placed
     therein or used in connection therewith by Tenant.

3.   No skylight,  window,  door or transom of the Building  shall be covered or
     obstructed by Tenant, and no storm window, awning or other similar material
     shall be installed or placed on any window or in any window  space,  except
     as  approved  in  writing  by  Landlord,   which   approval  shall  not  be
     unreasonably withheld, delayed or conditioned. If Landlord has installed or
     hereafter  installs  any shade,  blind or curtain in the  Premises,  Tenant
     shall not remove it without  first  obtaining  Landlord's  written  consent
     thereto,  which approval  shall not be  unreasonably  withheld,  delayed or
     conditioned.

4.   No sign, lettering, insignia, advertisement, notice or other thing shall be
     inscribed,  painted,  installed,  erected  or placed in any  portion of the
     Premises  which may be seen from  outside the  Building,  or on any window,
     space or other part of the  exterior or interior  of the  Building,  unless
     first  approved  in  writing  by  Landlord,  which  approval  shall  not be
     unreasonab1y  withheld,  delayed or  conditioned.  Names on suite entrances
     shall be provided by and only  Landlord and at Tenant's  expense,  using in
     each instance lettering of a design and in a form consistent with the other
     lettering in the Building, and first approved in writing by Landlord, which
     approval shall not be unreasonably withheld, delayed or conditioned. Tenant
     shall not erect any stand,  booth or showcase or other article or matter in
     or upon the Premises and/or the Building without first obtaining Landlord's
     written consent thereto, which approval shall not be unreasonably withheld,
     delayed or conditioned.

5.   Tenant  shall not  place  any  additional  lock  upon any door  within  the
     Premises or elsewhere upon the Property,  without  Landlord's prior written
     approval,  such  approval  not  to  be  unreasonably  withheld,  and  shall
     surrender  all keys for all such  locks,  at the end of the Term.  Landlord
     shall  provide  Tenant  with one set of keys to the  Premises  when  Tenant
     assumes possession thereof.

6.   Tenant  shall  not  do or  permit  to be  done  anything  which  materially
     obstructs  or  interferes  with  the  rights  of any  other  tenant  or the
     Property.  Tenant  shall not keep  anywhere  



                                       35
<PAGE>

     within the Property any matter  having an offensive  odor, or any kerosene,
     gasoline,  benzine,  camphene,  fuel or other explosive or highly flammable
     material  except for small amounts of chemicals  used in Tenant's  ordinary
     course of business,  stored in a safe manner  meeting all  regulations  and
     standards including, but not limited to, fire marshall  codes/environmental
     protection  agency rules,  regulations and standards and OSHA  requirements
     and for which Tenant is reasonably  insured.  No bird, fish or other animal
     shall be brought into or kept in or about the Premises.

7.   If  Tenant  desires  to  install   signalling,   telegraphic,   telephonic,
     protective alarm or other wires,  apparatus or devices within the Premises,
     Tenant shall need Landlord's  prior written  approval,  such approval shall
     not be unreasonably  withheld.  After thirty (30) days prior written notice
     to Tenant,  Landlord  shall have the right (a) to prevent or interrupt  the
     transmission of excessive,  dangerous or annoying current of electricity or
     otherwise into or through the Building or the Premises,  (b) to require the
     changing or wiring connections or layout at Tenant's expense, to the extent
     that Landlord may reasonably deem necessary, (c) to require compliance with
     such reasonable rules as Landlord may establish  relating thereto,  and (d)
     in the event of noncompliance with such requirements or rules,  immediately
     to do whatever else it considers reasonably necessary to remove the danger,
     annoyance  or  electrical  interference  with  apparatus in any part of the
     Building.  Each wire  installed  by Tenant  must be clearly  tagged at each
     distributing  board  and  junction  box and  elsewhere  where  required  by
     Landlord  with the  number of the  office to which  such wire leads and the
     purpose  for  which it is used,  together  with the name of Tenant or other
     concern, if any, operating or using it.

8.   Without  Landlord's prior written consent,  which shall not be unreasonably
     withheld,  delayed or  conditioned  (a) no connection  shall be made to any
     electrical  wire for running any fan, motor or other  apparatus,  device or
     equipment, (b) no machinery of any kind other than customary small business
     machinery  shall be  allowed in the  Premises,  and (c) no  switchboard  or
     telephone  wiring or equipment  shall be placed  anywhere  other than where
     reasonably designated by Landlord.

9.   Tenant shall have access to the Premises at all times. Landlord shall in no
     event be  responsible  for  admitting  or  excluding  any  person  from the
     Premises. In case of invasion, hostile attack, insurrection,  mob violence,
     riot,  public  excitement  or  other  commotion,  explosion,  fire  or  any
     casualty,  landlord  shall  have the  right to bar or limit  access  to the
     Building  to  protect  the  safety of  occupants  or the  Property,  or any
     property within the Property.

10.  Tenant and its employees, agents and invitees shall observe and comply with
     the driving and parking signs and markers on the Premises  surrounding  the
     Building.

11.  Landlord  shall have the right to rescind,  suspend or modify the Rules and
     Regulations  and to  promulgate  such  other  Rules or  Regulations  as, in
     Landlord's  reasonable  judgment,  are  from  time to time  needed  for the
     safety, care, maintenance, operation or cleanliness of the Building, or for
     the  preservation  of good order  therein  provided  such  other  Rules and
     Regulations  do not  interfere  with  Tenant's  use  and  occupancy  of the
     Premises or materially increase Tenant's obligations or materially diminish
     Tenant's  


                                       36
<PAGE>

     rights  hereunder.  Upon Tenant's having been given notice to the taking of
     any such action,  the Rules and  Regulations  as so  rescinded,  suspended,
     modified  or  promulgated  shall  have the same  force and  effect as if in
     effect at the time at which  Tenant's  Lease was entered  into (except that
     nothing in the Rules and Regulations shall be deemed in any way to alter or
     impair any provision of such Lease).

12.  The use of any room within the  Building  as sleeping  quarters is strictly
     prohibited at all times.

13.  Nothing in these Rules and  Regulations  shall give any Tenant any right or
     claim against Landlord or any other person if Landlord does not enforce any
     of them against any other Tenant or person (whether or not Landlord has the
     right  to  enforce  them  against  such  Tenant  or  person),  and no  such
     nonenforcement  with respect to any tenant shall constitute a waiver of the
     right  to  enforce  them  as  to  Tenant  or  any  other   Tenant   person.
     Notwithstanding  anything above to the contrary,  Landlord will enforce the
     Rules and Regulations uniformly with all tenants.


                                       37
<PAGE>



                                    Exhibit E
                                    ---------

                             CLEANING SPECIFICATIONS
                             -----------------------


Cleaning services provided five (5) days per week unless otherwise specified.

Cleaning  hours Monday  through Friday between 6:00 p.m. and before 8:00 a.m. of
the following day.

On the last day of the week the work will be done after 6:00 p.m.,  Friday,  but
before 8:00 a.m., Monday.

No cleaning on holidays.

Lavatories
----------

All lavatory floors to be swept and washed with disinfectant nightly.

Tile walls and dividing partitions to be washed and disinfected weekly.

Basins, bowls, urinals to be washed and disinfected daily.

Mirrors,  shelves,  plumbing  work,  bright work,  and enamel  surfaces  cleaned
nightly.

Waste receptacles will be emptied and cleaned and wash dispensaries to be filled
with appropriate tissues, towels, soap nightly.

Main Lobby, Elevators, Building Exterior and Corridors
------------------------------------------------------

Wipe and wash all floors in Main Lobby nightly.

Wipe and/or vacuum elevator floors nightly.

Office Area
-----------

Furniture  and fixtures  within reach will be dusted and desk tops will be wiped
clean. However, desks with loose papers on the top will not be cleaned.

Ash trays to be emptied and cleaned.

Window sills and baseboards to be dusted and washed when necessary.

Office wastepaper baskets will be emptied nightly.


                                       38
<PAGE>

Cartons or refuse in excess of that which can be placed in wastebaskets will not
be removed. Tenants are required to place such unusual refuse in trash area.

Cleaner will not remove or clean tea or coffee cups or similar containers; also;
if such liquids are spilled in wastebaskets,  the  wastebaskets  will be emptied
but not otherwise cleaned.

Hard floors will be swept daily and washed and waxed monthly.

Carpet will be vacuumed nightly.

Wipe clean all glass, brass and other bright work weekly.

Dust all pictures, charts, wall hangings monthly that are not reached in nightly
cleaning.