EXHIBIT 10.68

                                  OFFICE LEASE

                                 by and between

                            RESTON PLAZA I & II, LLC

                                  ("Landlord")

                                       and

                                 TALK.COM, INC.

                                   ("Tenant")


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                                TABLE OF CONTENTS


Section                                                            Page

1.     Demise

2.     Term

3.     Rent

4.     Permitted  Use

5.     Expenses

6.     Additional  Rent

7.     Sorting  and  Separation  of  Refuse  and  Trash

8.     Hazardous  Substances

9.     Insurance

10.     Damage  or  Destruction

11.     Indemnification

12.     Assignment  and  Subletting

13.     Care  of  Premises

14.     Alteration  by  Tenant

15.     Condemnation

16.     Subordination

17.     Access  to  Premises

18.     Rules  and  Regulations

19.     Covenants  of  Right  to  Lease

20.     Mechanic's  Liens

21.     Expiration  of  Lease  and  Surrender  of  Possession

22.     Default-Remedies

23.     Re-Entry  by  Landlord

24.     Additional  Rights  to  Landlord

25.     Successors,  Assigns  and  Liability

26.     Notices

27.     Mortgagee's  Approval

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28.     Estoppel  Certificates

29.     Default  Rate  of  Interest

30.     Exculpatory  Provisions

31.     Mortgage  Protection

32.     Reciprocal  Covenant  on  Notification  of  ADA  Violations

33.     Laws  that  Govern

34.     Financial  Statements

35.     Parking

36.     Signage

37.     Recordation

38.     Force  Majeure

39.     Intentionally  Omitted

40.     Brokers

41.     Confidentiality

42.     Lease/Deed  of  Lease

43.     Miscellaneous



EXHIBIT  A  -  Premises

EXHIBIT  B  -  Improvements

EXHIBIT  C  -  Declaration  of  Lease  Commencement

EXHIBIT  D  -  Rules  and  Regulations


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                             OFFICE LEASE AGREEMENT

THIS  OFFICE  LEASE  AGREEMENT ("Lease") is made by and between RESTON PLAZA I &
II,  LLC, whose address for the purpose of this Lease shall be 801 Grand Avenue,
Des  Moines,  Iowa  50392-1360,  hereinafter  referred  to  as  "Landlord",  and
TALK.COM,  INC.,  whose  address  for  the  purpose of this Lease shall be 12020
Sunrise  Valley  Drive,  Reston,  Virginia,  20191  hereinafter  referred  to as
"Tenant".

IT  IS  AGREED  AS  FOLLOWS:

1.     DEMISE

     Landlord  does  hereby  lease  to  Tenant and Tenant does hereby lease from
     Landlord  the  premises consisting of (a) 4,842 square feet of net rentable
     area known as Suite #210 (sometimes referred to herein as "Suite #210") and
     (b)  3,723  square feet of net rentable area known as Suite #250 (sometimes
     referred  to  herein  as "Suite #250") (collectively, the "Premises"), each
     located  in  the  property known as Reston Plaza II at 12020 Sunrise Valley
     Drive,  Reston,  Virginia  ("Property"). The Premises is located within the
     Property  specifically  identified  on  the plan attached hereto and marked
     Exhibit  "A"  as  incorporated  herein  by reference. The Premises does not
     include  the  roof or exterior surfaces of the walls of the Premises or the
     Property,  or any improvements or areas outside of such walls, all of which
     are  reserved  for  Landlord's  exclusive  use.  Tenant  shall  have  the
     non-exclusive  right to use the common areas of the Property, as designated
     by  Landlord,  in  common  with  other  tenants  of  the  Property.

     Improvements.  Any  improvements to the Premises required by virtue of this
     Lease  are  set  forth  in Exhibit "B", which is attached hereto and made a
     part  hereof  by  reference  ("Improvements").  The  total  cost  for  the
     Improvements  including,  but  not  limited to space planning, construction
     drawings,  furniture,  fixtures,  equipment,  the  actual  construction and
     construction management is to be paid by Landlord up to a maximum amount of
     $31,262.25  ($3.65  per  square foot of the Premises) ("Allowance"). In the
     event  the  total  cost  of  the  Improvements  exceeds  the  Allowance
     ("Improvement  Overage"),  Tenant  shall  pay  to  Landlord any Improvement
     Overage  advanced  by  Landlord within five (5) days of demand by Landlord.

     Notwithstanding  anything  to  the  contrary  herein,  this Lease shall not
     become  effective  unless  and  until  Landlord  has  entered  into a Lease
     Termination Agreement with Cybermation, Inc. with respect to Suite #210, on
     terms and conditions satisfactory to Landlord. Landlord with use reasonable
     efforts  to complete the Lease Termination Agreement on or before the Suite
     #210  Commencement  Date.

2.     LEASE  TERM.

     With respect to Suite #210, the term of this Lease shall be for a period of
     sixty seven (67) months, commencing on the 1st day of May, 2000 (the "Suite
     #210  Commencement  Date"),  and  with  respect  to  the  3,723 square feet
     comprising  Suite  #250  of  the  Premises,  the  term  of this Lease shall
     commence  on  December  1,  2000  (the "Suite #250 Commencement Date"), and
     ending  for  the  entire  Premises at midnight on the 30th day of November,
     2005  ("Lease  Term"). If for any reason Landlord cannot deliver possession
     of  Suite #210 to the Tenant on or before the Suite #210 Commencement Date,
     or  cannot  deliver possession of Suite #250 to the Tenant on or before the
     Suite #250 Commencement Date, Tenant shall not be obligated to pay Rent for
     a  suite  comprising part of the Premises until possession of such suite is
     tendered to Tenant. In such event, the Lease Term shall be extended so that
     the  term  remains  67 months. If the Premises is delivered on a date other
     than  the first day of the month, Rent for that month shall be prorated and
     the  Lease  Term shall be extended so that the term shall be 67 months from
     the  first  day  of  the  following  month.  In  the event that delivery of
     possession  results  from Tenant's failure to perform work for which Tenant
     is  responsible,  or  Tenant  fails  to  furnish  or  approve the plans and
     specifications  as  provided  above,  or fails to make timely selections of
     materials,  color choices or other matters for which Tenant is responsible,
     Rent  and  Additional Rent shall, nonetheless, commence on the Commencement
     Date.  If Tenant occupies the Premises prior to the Commencement Date, such
     occupancy  shall  be subject to all provisions hereof and shall not advance
     the  last  day of the Lease Term, and Tenant shall pay Rent for such period
     at  the  initial  monthly  rate  set  forth  below.

     At  the  request of Landlord, Tenant hereby agrees to execute a declaration
     in  the  form  attached hereto as Exhibit C ("Declaration") as incorporated
     herein  by  reference.  Tenant's  failure  to  execute  the  Declaration

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shall  not  affect the Suite #210 Commencement Date, the Suite #250 Commencement
Date  or  the Lease Term, as the same are determined by the terms of this Lease.

3.     RENT.

     (A)  Rent.  Tenant  shall  pay  for the use and occupancy of the Premises a
          base  rental  ("Rent")  as  set  forth  in  the  following  schedule:

          Months                                         Monthly  Rent
          ------                                         -------------

          May  1,  2000  to  November  30,  2000          $11,298.00
          December  1,  2000  to  November  30,  2001     $20,295.25
          December  1,  2001  to  November  30,  2002     $20,904.11
          December  1,  2002  to  November  30,  2003     $21,534.38
          December  1,  2003  to  November  30,  2004     $22,178.92
          December  1,  2004  to  November  30,  2005     $22,844.88

     Rent  shall  be  paid  on  the  first  day of each month in advance without
     demand,  notice,  deduction, offset, or counterclaim during the Lease Term.
     Rent  for  any  period  during  the Lease Term which is less than one month
     shall  be  a  pro  rata  portion  of the monthly installment. Rent shall be
     payable  in  lawful  money  of the United States to Landlord at the address
     stated  herein or to such other persons or at such other places as Landlord
     may  designate  in  writing.

     (B)  INTENTIONALLY  DELETED.

     (C)  Place  of Payment. Rent, Additional Rent and other sums owed by Tenant
          shall  be  paid  to  Landlord at Reston Plaza I & II, L.L.C. c/o First
          Tennessee  Bank,  PO Box 1000, Department 149, Memphis, TN 38148 or at
          such  place  as  Landlord  may designate from time to time in writing.

     (D)  Late Charge. Tenant hereby acknowledges that late payment by Tenant of
          Rent,  Additional Rent or other sums due hereunder will cause Landlord
          to  incur  costs  not  contemplated  by  this Lease. Therefore, if any
          installments of Rent, Additional Rent or any other sum due from Tenant
          shall  not  be  received by Landlord within five (5) days of when such
          amount  is  due.  Tenant  shall  pay  to Landlord a late charge of six
          percent (6%) of such overdue amount for each and every month that said
          amounts  due  hereunder are not paid or are late. Additionally, Tenant
          shall pay to Landlord the Default Rate (as set forth in Section 29) on
          all sums in default. Acceptance of such late charge and/or the Default
          Rate  by  Landlord  shall  in no event constitute a waiver of Tenant's
          default  with respect to such overdue amount, or prevent Landlord from
          exercising  any  other  right  or  remedy  available  to  Landlord.

     (E)  Receipt.  Receipt  is  hereby acknowledged of the sum of $11,298.00 in
          payment  of  the  Rent  for  the  first  month  of  the  Lease  Term.

     (F)  Security  Deposit.  Tenant  shall deposit with Landlord upon execution
          hereof  $40,590.50  as  security  for Tenant's faithful performance of
          Tenant's  obligations  hereunder ("Security Deposit"). If Tenant fails
          to  pay  Rent,  Additional  Rent  or  other  charges  due hereunder or
          otherwise  defaults  with  respect to any provision of the Lease after
          any  applicable  notice  and  cure  period. Landlord may use, apply or
          retain  all  or any portion of the Security Deposit for the payment of
          any  Rent,  Additional  Rent  or  other  charge  in default or for the
          payment  of  any  other sum to which Landlord may become obligated, or
          which  Landlord  may  incur,  by  reason  of  Tenant's  default, or to
          compensate  Landlord  for any loss or damage which Landlord may suffer
          thereby.  If  Landlord  so  uses  or applies all or any portion of the
          Security  Deposit,  Tenant  shall  within  ten (10) days after written
          demand therefore deposit cash with Landlord in an amount sufficient to
          restore  the  Security  Deposit to the full amount herein above stated
          and  Tenant's  failure  to  do  so  shall be a material breach of this
          Lease.  Landlord  shall  not  be required to keep the Security Deposit
          separate from its general accounts. If Tenant performs all of Tenant's
          obligations hereunder, the Security Deposit, or so much thereof as has
          not  theretofore  been applied by Landlord, shall be returned, without
          payment  of  interest or other increment for its use, to Tenant (or at
          Landlord's  shall  be  returned,  without payment of interest or other
          increment for its use, to Tenant (or at Landlord's option, to the last
          assignee,  if  any,  of Tenant's interest hereunder) within sixty (60)
          days of the later of (i) the last day of the Lease Term, (ii) the date
          Tenant  vacated  the  Premises,  or  (iii)  the  date  Tenant  has

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          fulfilled  all  its  obligations  hereunder.  No trust relationship is
          created  herein  between  Landlord  and  Tenant regarding the Security
          Deposit.

          Tenant  hereby  agrees  not  to  look  to  any mortgagee as mortgagee,
          mortgagee-in-possession  or  successor  in  title  to the Premises for
          accountability  for  the  Security Deposit unless the Security Deposit
          has  actually been received by said mortgagee as security for Tenant's
          performance  of  this Lease. Landlord may deliver the Security Deposit
          to any purchaser of Landlord's interest in the Premises, and thereupon
          Landlord  shall  be discharged from any further liability with respect
          to  the  Security  Deposit.

     (G)  Pro Rate Share. Tenant's pro rata share is 9.90% with respect to Suite
          #210  and  7.62% with respect to Suite #250, for a collective pro rata
          share  of  17.52%  ("Pro  Rata  Share").

4.     PERMITTED  USE.

     Tenant  covenants  that the Premises will be used solely for general office
     purposes ("Permitted Use"). Tenant further covenants that the Premises will
     not  be  used  or  occupied for any unlawful purposes. Tenant agrees to and
     shall  use  the Premises solely for the purpose of conducting the Permitted
     Use  and  for  no  other  business or purpose. Tenant acknowledges that the
     Permitted  Use is not a use granted exclusively to Tenant and that Landlord
     reserves the right to lease premises in the Property to others for the same
     or  a  similar  permitted  use.  Tenant  further  acknowledges  that it has
     received  no written or oral inducements from Landlord or any of Landlord's
     representatives concerning this Lease (other than as specifically set forth
     herein)  or  that  Tenant will be granted any such exclusive rights. Tenant
     shall  not  commit or allow to be committed any waste upon the Premises, or
     any public or private nuisance or any other act or thing which disturbs the
     quiet  enjoyment  of  any  other  tenant  in  the  Property.

5.     EXPENSES.

     (A)  Taxes

          (1)  Landlord shall pay all taxes applicable to the Property which are
               payable  during  the  Lease  Term.

          (2)  As  used  herein,  the term "taxes" shall mean real estate taxes,
               assessments  (whether general or special), sewer rents, rates and
               charges, transit and transit district taxes, taxes based upon the
               receipt  of  Rent  or  other  payments  hereunder,  and any other
               federal,  state  or  local governmental charge, general, special,
               ordinary  or extraordinary (but not including income or franchise
               taxes  or  any other taxes imposed upon or measured by Landlord's
               income  or  profits,  except  as provided herein, or transfer and
               recordation  taxes),  which  may  now  or  hereafter  be  levied,
               assessed  or  imposed against the Property or Premises ("Taxes").
               Additionally, Landlord shall have no obligation to protest Taxes,
               but  if  Landlord does protest Taxes, the reasonable cost of such
               protest  shall  also  be  deemed  Taxes.

     (B)  Landlord  shall  provide  insurance  for  the Property as set forth in
          Subsection  9(A) ("Insurance"). Should Landlord choose to self-insure,
          the cost of maintaining such self insurance shall be considered a part
          of Insurance. In no event will the cost exceed the cost of maintaining
          first  dollar  coverage.

     (C)  Landlord  shall  provide  for  the  following  as  they  relate to the
          Property  and the Premises: (1) trash removal and janitorial services;
          (2)  landscaping;  (3) property management; (4) all other labor costs,
          supply  costs and other costs or services of any kind or nature deemed
          necessary  or  prudent  by  Landlord;  and (5) the maintenance, repair
          and/or  replacement  of  the Property and improvements as follows: (a)
          the roof; (b) all interior and exterior components of the Property and
          improvements  both  structural  or  otherwise;  (c)  parking  lot; (d)
          sidewalks, alleys and any and all access drives, including the removal
          of snow and ice therefrom; (e) heating and air conditioning equipment,
          lines  and  fixtures;  (f)  plumbing  equipment,  lines  and fixtures,
          including  but  not limited to fire sprinkler and fire control systems
          (if  any); (g) electrical equipment, lines and fixtures; (h) all other
          utility equipment, lines and fixtures; (i) all ingress-egress doors to
          the  Property; (j) exterior plate glass; (k) elevator equipment, lines
          and  fixtures (if any); and (l) any and all other maintenance, repairs
          and/or  replacements to the Property and improvements deemed necessary
          or  prudent  by  Landlord  during  the  Lease  Term.

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     (D)  Landlord  shall  pay  all  utility  bills  incurred  including but not
          limited to water, gas, electricity, fuel, light, heat and power bills.
          In  the  event  Tenant  requests  and  Landlord  provides  any  of the
          foregoing  services  or  any other services to Tenant at times outside
          normal  working  hours  (any  time  other  than 8:00 a.m. to 6:00 p.m.
          Monday  through  Friday  and  9:00  a.m.  to  1:00  p.m.  Saturday,
          specifically excluding Sundays and Holidays), then Landlord shall have
          the  right to bill Tenant and Tenant agrees to pay for such additional
          services  at  Landlord's  then  current  rate.  For  purposes  of this
          provision, "Holidays" shall include New Year's Day, Memorial Day, July
          4th,  Labor  Day, Thanksgiving and Christmas. Landlord shall also have
          the  right to require a separate meter be installed at Landlord's sole
          cost  and expense to meter Tenant's utility usage within the Premises.
          Following  installation  of  said  meter,  Tenant  shall  pay for such
          utility usage in a timely manner to either Landlord or directly to the
          utility  as  determined  by  the Landlord and the amount of Additional
          Rent  in  respect  to  the  Operating  Expenses  shall  be  decreased
          appropriately  to  reflect such separate matter. Landlord shall not be
          liable  for  any failure to furnish, or for any loss, injury or damage
          caused  by or resulting from any variation, interruption or failure of
          utility  services.

     (E)  Tenant,  at  Tenant's sole expense, shall comply with all laws, rules,
          orders,  ordinances,  directions,  regulations  and  requirements  of
          federal,  state,  county,  and  municipal  authorities now in force or
          which  may hereafter be in force, which shall impose any duty upon the
          Landlord or Tenant with respect to the use, occupancy or alteration of
          the  Premises.  Landlord  shall  be  responsible for compliance of the
          common  areas of the Property with all applicable laws, rules, orders,
          ordinances,  directions,  regulations  and  requirements  of  federal,
          state,  county,  and  municipal  authorities now in force or which may
          hereafter  be  in force, which shall impose any duty upon the Landlord
          with  respect  to  such  common  areas.

     (F)  Notwithstanding  anything to the contrary contained herein, the Tenant
          will  keep,  maintain  and  preserve  the  Premises  in  a first class
          condition.  The  Landlord,  at its sole cost and expense, will provide
          window  washing for the interior of the Premises. At the Tenant's sole
          cost  and  expense,  the  Landlord  will make all interior repairs and
          replacements  including  but  not limited to interior walls, doors and
          windows,  floors, floor coverings, light bulbs, plumbing fixtures, and
          electrical  fixtures.  Tenant  will  also  reimburse  to  Landlord, at
          Tenant's  sole cost and expense, costs to repair or replace any broken
          windows  and/or  damage  to  the  Property  or  Premises caused by the
          negligence  or  willful  misconduct  of  the  Tenant or its employees,
          agents,  guests or invitees during the Lease Term. Tenant shall comply
          with  all  laws,  ordinances, rules or regulations of any governmental
          authority  required  of  either the Landlord or the Tenant relative to
          the  repair,  maintenance  and  replacement  in  the  Premises.

     (G)  All  items  in Subsections 5(B), 5(C) and 5(D) shall be referred to as
          "Operating  Expenses".  Notwithstanding  anything  to the Contrary set
          forth  herein  Operating  Expenses shall not include: (i) financing or
          mortgage  costs,  including  the  payment of principal or interest due
          under  any  mortgage  or deed of trusts encumbering the Property; (ii)
          depreciation  allowance  of any type; (iii) capital improvement costs,
          whether  principal  or  interest,  other  than  the amortized costs of
          improvements  reasonably  expected  by Landlord to result in decreased
          Operating  Expenses; (iv) compensation paid to officers of Landlord or
          its management agent or any other person or entity, to the extent that
          any  of  such  parties are above the level of asset manager; (v) costs
          for  which  Landlord  is  reimbursed  by  any insurance required to be
          carried  hereunder  or  actually  carried  by  Landlord;  (vi) leasing
          commissions, legal fees and other expenses incurred by Landlord or its
          agents  in  connection  with  negotiations or disputes with tenants or
          prospective  tenants  for  the  Property;  (vii)  costs  or  expenses
          associated  with  the  enforcement  of  any leases by Landlord; (viii)
          costs  or fees relating to the defense of Landlord's title or interest
          in  the  Land  or any part thereof; (ix) costs or expenses relating to
          Landlord's  obligations  under  any  work  letter  to construct tenant
          improvements;  (x)  allowances,  concessions,  permits,  licenses,
          inspections  and  other  costs  and  expenses  incurred in completing,
          fixturing,  renovating  or  otherwise  improving  or  decorating  or
          redecorating space occupied by tenants (including Tenant), prospective
          tenants  or  other occupants or prospective occupants of the Property,
          or vacant leasable space at the Property, or constructing or finishing
          demising  walls  and  public  corridors with respect to any such space
          whether such work or alteration is performed for the initial occupancy
          by such tenant or occupant or thereafter except to the extent any such
          items  are  offered to be obtained or performed for the benefit of all
          tenants  of the Property; (xi) any cash or other consideration paid by
          Landlord  on account of, with respect to or in lieu of the tenant work
          or  alterations  described  in  clause (x) above; (xii) costs incurred
          solely  due  to  a  default by Landlord or any tenant of the terms and
          conditions  of  any  lease;  (xiii)  any

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          expense  for  Landlord's  advertising  and promotional program for the
          Property;  (xiv)  renovation  of  the  Property  made necessary by the
          exercise of eminent domain; (xv) any cost for the provision of good or
          services  by  Landlord or an affiliate of Landlord, to the extent such
          costs  exceeds  the  cost  than  prevailing  in  transactions  between
          unrelated  parties  (excluding  management  fees);  (xvi) ground rent;
          (xvii)  legal  fees  (except  for contesting any Operating Expenses or
          Real  Estate  Taxes, and/or personnel matters relating to employees of
          Landlord  providing  services  for  the  Property or that are directly
          related  to the maintenance, operation or management of the Property);
          (xviii)  moving expenses costs of tenants of the Property; (xix) costs
          solely  arising from the presence of hazardous materials or substances
          in,  about  or below the Property or improvements thereon in violation
          of  applicable  law,  including,  without  limitation,  hazardous
          substances,  in  the  groundwater  or soil; (xx) costs incurred by any
          items  to  the  extent  of  Landlord's actual receipt of funds under a
          manufacturer's, materialman's vendor's or contractor's warranty; (xxi)
          wages,  salaries  or  other  compensation  or  benefits  for  off-site
          employees  applicable  to  the  time spent working at other buildings,
          other  than  the Property manager; provided that, with respect to each
          employee  that  services  the  Property  and  other buildings owned by
          Landlord,  a  pro  rata  portion  of  such  employee's  salary, wages,
          compensation,  benefits  and other employment expenses may be included
          in  Operating  Expenses  (based  upon  time  spent by such employee in
          providing  services  for  the Property); (xxii) cots of acquisition of
          sculpture, paintings, or other objects or art; and (xxiii) the rent or
          expenses in lieu of rent for any on-site leasing office of Landlord at
          the  Property  (except  the  management  office serving the Property).

6.     ADDITIONAL  RENT

     (A)  It  is understood that Rent was negotiated in anticipation that Tenant
          would  not  be  required  to  pay  increased Rent as a result of Taxes
          imposed  with  respect to Calendar Year 2001 ("Tax Base") or Operating
          Expenses  applicable  to  Calendar  Year  2001  (the  "Opex  Base").
          Therefore,  in  order  that Rent payable throughout the Lease Term and
          any  extension  thereof shall reflect this understanding, Tenant shall
          pay  its  Pro  Rata  Share  of  Taxes  in  excess  of the Tax Base and
          Operating  Expenses  in excess of the Opex Base ("Tenant's Share"). As
          soon  as  practicable  each year during the Lease Term, Landlord shall
          furnish  to  Tenant an estimate of Tenant's Share for the timeframe in
          question. Tenant shall pay to Landlord the estimate for Tenant's Share
          in equal monthly installments at the same time and place as Rent is to
          paid.  Landlord  will  furnish  a detailed, line-item statement of the
          actual  Tenant's  Share  no later than April 1 of each year during the
          Lease  Term,  including the year following the year in which the Lease
          expires or is otherwise terminated. In the event that Landlord is, for
          any  reason,  unable  to  furnish the statement of the actual Tenant's
          Share  within  the  time  specified  above, Landlord will furnish such
          statement  as  soon  thereafter as practicable with the same force and
          effect  as  the  statement would have had if delivered within the time
          specified  above.  Tenant will pay to Landlord any deficiency as shown
          by  such  statement  within  thirty  (30)  days  of  receipt  of  such
          statement.  Provided  Tenant is not in default of this Lease, Landlord
          will  refund  to  Tenant  any excess as shown by such statement within
          thirty  (30)  days  of  the  date of the statement. Landlord will keep
          books  and  records  showing the Operating Expenses in accordance with
          generally  accepted  accounting  principles.

     (B)  In  the  event  Landlord  furnishes  any  utility  or service which is
          included  in Operating Expenses to less than ninety-five percent (95%)
          of the rentable area of the Property because (i) the average occupancy
          of  the  Property for the year in question was not equal to or greater
          than  ninety-five  percent  (95%), (ii) such utility or service is not
          required by or provided to one or more of the tenants of the Property,
          or (iii) any tenant occupant is itself obtaining or providing any such
          utility  or services, then Operating Expenses for such year (including
          the 2001 base year) shall be adjusted to include all additional costs,
          expenses  and  disbursements that Landlord reasonably determines would
          have  been  incurred  if  Landlord  had  provided  such  utilities and
          services  to all tenants of the Property, and shall be allocated among
          the  tenants  by  the Landlord to reflect those costs which would have
          occurred  had  the  Property  been  ninety-five percent (95%) occupied
          during  the  year in question and such utilities and services provided
          to  all  tenants.  The  intent  of  this section is to ensure that the
          reimbursement  of Operating Expenses is fairly and equitably allocated
          among  the  tenants  receiving the utilities and services in question.

     (C)  To the extent the Property is part of a larger project or development,
          Landlord  shall have the right (but not the obligation) to allocate to
          the  Property an appropriate portion of those Operating Expenses which
          are  incurred  with  respect  to  the  project  as  a whole. By way of
          example,  landscaping  costs  for  a  multi-building  project shall be
          allocated  on  an  appropriate  basis  between  all  buildings  in the
          project.

                                        5

     (D)  Any  and  all payments (other than Rent) required to be made by Tenant
          pursuant  to  this  Lease shall be deemed additional Rent ("Additional
          Rent").  Landlord  shall  have  the  same rights and remedies for said
          payments  as  for  Rent.

     (E)  If  Tenant  disputes  the amount of Operating Expenses as set forth in
          the  statement from Landlord within thirty days after receipt thereof,
          and  providing  Tenant is not then in default under this Lease, Tenant
          shall have the right after written notice to have the Landlord's books
          and  records  relating  to  Operating  Expenses audited by a qualified
          professional  selected  by  Tenant  or by Tenant itself. If after such
          audit  Tenant  still  disputes  the  amount  of  Operating Expanses, a
          certification  as  to  the  proper  amount shall be made by Landlord's
          independent  certified public accountant in consultation with Tenant's
          professional,  which  certification  shall be final and conclusive. If
          such  audit  reveals  that  Operating Expenses were overstated by five
          percent  (5%)  or  more  in  the  calendar year audited Landlord shall
          reimburse  Tenant  for  its  reasonable  costs in doing the audit, and
          Landlord  shall  within  thirty  days  after  the certification pay to
          Tenant  the  amount  of  any overstatement which it had collected from
          Tenant. However, if such certification does not show that Landlord had
          made such an overstatement then Tenant shall pay both the costs of its
          professional  as  well  as  the  reasonable  charges  of  Landlord's
          independent  certified  public  accountant  engaged  to  determine the
          correct  amount of Operating Expenses. If the certification shows that
          Landlord  has undercharged Tenant then Tenant shall within thirty days
          pay  to  Landlord  the  amount  of  any  undercharge.

          Books  and  records  necessary to accomplish any audit permitted under
          this Section shall be retained for twelve months after the end of each
          calendar  year,  and  on  receipt of notice of Tenant's dispute of the
          Operating  Expenses  shall  be made available to Tenant to conduct the
          audit,  which  may  be  either  at  the  Property  or  the  offices of
          Landlord's  property  manager.

          In  the  event  that the Tenant elects to have a professional audit of
          Landlord's  Operating  Expenses  as provided in this lease, such audit
          must  be  conducted by independent nationally or regionally recognized
          accounting  firm  that  is  not  being  compensated  by  Tenant  on  a
          contingency  fee  basis.  All  information obtained through such audit
          shall  be held in strict confidence by Tenant and its officers, agents
          and  employees  and as a condition to such audit, the Tenant's auditor
          shall  execute  a  written  agreement agreeing that the auditor is not
          being  compensated on a contingency fee basis and that all information
          obtained  through such audit as well as any compromise, settlement, or
          adjustment  reached as a result of such audit, shall be held in strict
          confidence  and  shall  not  be  revealed  in any manner to any person
          except  upon  the prior written consent of the Landlord, which consent
          may be withheld in Landlord's sole discretion, or if required pursuant
          to  any  litigation  between Landlord and Tenant materially related to
          the  facts  disclosed  by  such  audit,  or  if  required  by  law.

7.     SORTING  AND  SEPARATION  OF  REFUSE  AND  TRASH.

     (A)  Tenant  covenants  and agrees, as its sole cost and expense, to comply
          with all present and future laws, orders and regulations of all state,
          federal, municipal and local governments, departments, commissions and
          boards  regarding the collection, sorting, separation and recycling of
          waste  products,  garbage,  refuse  and  trash.  Tenant shall sort and
          separate  waste  products,  garbage,  refuge  and  trash  into  such
          categories  as  provided  by  law, provided Tenant is given reasonable
          prior  written  notice  of  such requirements and any changes thereto.
          Each separately sorted category of waste products, garbage, refuse and
          trash  shall  be placed in separate receptacles reasonably approved by
          the  Landlord.  Such  separate  receptacles  shall be removed from the
          Premises in accordance with a collection schedule prescribed by law or
          by  Landlord.

     (B)  Landlord reserves the right to refuse to collect or accept from Tenant
          any waste products, garbage, refuse or trash that is not separated and
          sorted  as  required by law, and to require Tenant to arrange for such
          collection  at  Tenant's sole cost and expense, utilizing a contractor
          satisfactory to Landlord. Tenant shall pay all costs, expenses, fines,
          penalties  or  damages  that  may be imposed on "Landlord or Tenant by
          reason  of  Tenant's  failure  to  comply  with the provisions of this
          Section  7,  and,  at Tenant's sole cost and expense, shall indemnify,
          defend  and hold Landlord harmless (including legal fees and expenses)

                                        6

          from  and  against  any  actions,  claims  and suits arising from such
          noncompliance,  utilizing counsel reasonably satisfactory to Landlord.

8.     HAZARDOUS  SUBSTANCES

     The  term "Hazardous Substances" shall mean pollutants, contaminants, toxic
     or hazardous wastes, or any other substances, the use and/or the removal of
     which  is  required  or  the  use  of  which  is  restricted, prohibited or
     penalized  by  any  "Environmental Law", which term shall mean any federal,
     state  or  local  law,  regulation,  order  ordinance or other statute of a
     governmental  or  quasi-governmental  authority  relating  to  pollution or
     protection  of  the  environment. Tenant hereby agrees that (A) no activity
     will  be  conducted  on  the  Property  or  Premises  that will produce any
     Hazardous  Substances,  except  for  such  activities  that are part of the
     ordinary  course  of  Tenant's  business  activities  (the  "Permitted
     Activities") provided said Permitted Activities are conducted in accordance
     with  all Environmental Laws and have been acknowledged and consented to in
     advance  in  writing  by  Landlord;  not  to  be  unreasonably  withheld,
     conditioned  or  delayed;  Tenant  shall  be  responsible for obtaining any
     required  permits and paying any fees and providing any testing required by
     any governmental agency; (B) the Property will not be used in any manner by
     Tenant,  its  employees,  contractors,  agents, guests or invitees, and the
     Premises  will  not  be used in any manner for the storage of any Hazardous
     Substances except for the temporary storage of such materials that are used
     in  the  ordinary  course of Tenant's business (the "Permitted Materials"),
     provided  such  Permitted  Materials  are  properly  stored in a manner and
     location  meeting  all Environmental Laws and acknowledged and consented to
     in  advance  in  writing  by  Landlord,  not  to  unreasonably  withheld,
     conditioned  or  delayed;  Tenant  shall  be  responsible for obtaining any
     required  permits and paying any fees and providing any testing required by
     any  governmental  agency  in  connection  therewith; (C) no portion of the
     Property will be used by Tenant, its employees, contractors, agents, guests
     or  invitees as a landfill or a dump and the Premises will not be used as a
     landfill  or  a  dump; (D) Tenant will not install any underground tanks of
     any type; (E) Tenant will not allow any surface or subsurface conditions to
     exist  or  come into existence that constitute, or with the passage of time
     may constitute a public or private nuisance; (F) Tenant will not permit any
     Hazardous  Substances  to  be brought onto the Property or Premises, except
     for  the  Permitted  Materials  described above, and if so brought or found
     located  thereon,  the  same  shall  be  immediately  removed,  with proper
     disposal,  and  all  required  cleanup  procedures  shall  be  diligently
     undertaken  pursuant  to  all  Environmental  Laws.  Landlord or Landlord's
     representative  shall  have  the  right but not the obligation to enter the
     Premises  for  the  purpose  of inspecting the storage, use and disposal of
     Permitted  Materials  to  ensure  compliance  with  all Environmental Laws.
     Should  it  be  determined,  in  Landlord's  reasonable  opinion, that said
     Permitted Materials are being improperly stored, used, or disposed of, then
     Tenant  shall  immediately  take  such  corrective  action  as  required by
     Landlord.  Should  Tenant  fail  to  take  such corrective action within 48
     hours,  Landlord shall have the right to perform such work and Tenant shall
     promptly  reimburse  Landlord  for  any  and all costs associated with said
     work.  If  at  any time during or after the Lease Term, the Property or the
     Premises  are  found  to  be so contaminated or subject to said conditions,
     Tenant shall diligently institute proper and thorough cleanup procedures at
     Tenant's  sole  cost,  and  Tenant  agrees  to  indemnify,  defend and hold
     harmless  Landlord,  its lenders, any managing agents and leasing agents of
     the  Property,  and  their respective agents, partners, officers, directors
     and  employees,  from  all  claims,  demands,  actions, liabilities, costs,
     expenses,  penalties  (whether  civil  or  criminal),  damages  (actual  or
     punitive)  and obligations of any nature arising from or as a result of the
     use  of  the  Property  or  the  Premises  by  Tenant.  The  foregoing
     indemnification  and  the  responsibilities  of  Tenant  shall  survive the
     termination  or  expiration  of  this  Lease.

     During  and  after  the  Lease Term, Tenant shall promptly provide Landlord
     with copies of all summons, citations, directives, information inquiries or
     requests,  notices  of  potential  responsibility,  notices of violation or
     deficiency,  orders  or  decrees,  claims,  complaints,  investigations,
     judgments,  letters,  notice  of  environmental  liens,  and  other
     communications,  written  or  oral,  actual  or threatened, from the United
     States  Environmental  Protection  Agency,  Occupational  Safety and Health
     Administration,  the  Commonwealth  of Virginia Department of Environmental
     Quality, or other federal, state or local agency or authority, or any other
     entity  or individual, concerning (i) any Hazardous Substance regarding the
     Property  or  the Premises; (ii) the imposition of any lien on the Property
     or  the Premises; or (iii) any alleged violation of or responsibility under
     any  Environmental  Law.

9.     INSURANCE.

                                        7

     (A)  INSURANCE  BY  LANDLORD.

          Landlord  shall,  during the Lease Term, procure and keep in force the
          following  insurance, the cost of which (including, but not limited to
          premiums, deductibles, and co-payments) will be deemed Additional Rent
          payable  by  Tenant  pursuant  to  Section  5  and  Section  6.

          (1)  Property  insurance  insuring  the  Property and improvements and
               rental  income  insurance  (i.e.:  loss  of  rents insurance) for
               perils  covered  by  the causes of loss - special form (all risk)
               and  in  addition  coverage  for flood, earthquake and boiler and
               machinery  (if  applicable).  Such coverage (except for flood and
               earthquake) shall be written on a replacement cost basis equal to
               ninety  percent  (90%) of the full insurable replacement value of
               the  foregoing  and  shall  not  cover  Tenant's equipment, trade
               fixtures,  inventory, fixtures or personal property located on or
               in  the  Premises.

          (2)  Commercial general liability insurance against any and all claims
               for  bodily  injury and property damage occurring in or about the
               Property  or  the  land.  Such  insurance shall have the combined
               single  limit  of  not less than One Million Dollars ($1,000,000)
               per  occurrence  per  location  with  a  Two  Million  Dollars
               ($2,000,000)  aggregate  limit.

          (3)  Such  other insurance as Landlord deems necessary and prudent, or
               as  required by Landlord's beneficiaries or mortgages of any deed
               of  trust  or  mortgage  encumbering  the  Property.

     (B)  INSURANCE  BY  TENANT.

          Tenant  shall,  during  the  Lease Term, procure and keep in force the
          following  insurance:

          (1)  Commercial  general  liability  insurance  naming  Landlord  and
               Landlord's managing agent for the Property as additional insureds
               against  any and all claims for bodily injury and property damage
               occurring  in,  or about the Premises arising out of Tenant's use
               and  occupancy  of  the  Premises.  Such  insurance  shall have a
               combined  single  limit  of  not  less  than  One Million Dollars
               ($1,000,000) per occurrence with Two Million Dollars ($2,000,000)
               aggregate  limit  and  excess umbrella liability insurance in the
               amount  of  Two Million Dollars ($2,000,000). If Tenant has other
               locations  that  it  owns  or  leases the policy shall include an
               aggregate  limit  per  location  endorsement.  Such  liability
               insurance  shall be primary and not contributing to any insurance
               available to Landlord and Landlord's insurance shall be in excess
               thereto.  In  no  event  shall  the  limits  of such insurance be
               considered  as limiting the liability of Tenant under this lease.

          (2)  Personal  property  insurance  insuring  all  equipment,  trade
               fixtures, inventory, fixtures and personal property located on or
               in the Premises for perils covered by the cause of loss - special
               form  (all  risk) and in addition, coverage for flood, earthquake
               and boiler and machinery (if applicable). Such insurance shall be
               written  on  a  replacement  cost basis in an amount equal to one
               hundred  percent  (100%)  of  the  full  replacement value of the
               aggregate  of  the  foregoing.

          (3)  Worker's  compensation insurance in accordance with statutory law
               and  employers' liability insurance with a limit of not less than
               $100,000  per  accident, $500,000 for a disease policy limit, and
               $100,000  for  disease  limit  for  each  employee.

          (4)  Business  income  (and  extra  expense)  coverage (i.e.: business
               interruption  insurance) insuring perils covered by the causes of
               loss-special  form  (all risk) and in addition, flood, earthquake
               and  boiler and machinery (if applicable) for one hundred percent
               (100%)  of  the  total  of  the budgeted net income of Tenant for
               twelve  (12)  months  plus  all  extra  expenses  projected to be
               incurred  by  Tenant  during  the  period  of  restoration of the
               Property  or  Premises.

          (5)  Such  other insurance as Landlord deems necessary and prudent, or
               as  required by Landlord's beneficiaries or mortgages of any deed
               of  trust  or  mortgage  encumbering  the  Property.

          The  policies  required  to be maintained by Tenant shall be issued by
          companies  rated  AX  or  better  in  the most current issue of Best's
          Insurance  Reports.  Insurers  shall be licensed to do business in the
          state  in

                                        8

          which the Property is located and domiciled in the USA. Any deductible
          amounts  under  any  insurance  policies  required hereunder shall not
          exceed  $1,000.  Certificates  of  insurance  (certified copies of the
          policies  may be required) shall be delivered to Landlord prior to the
          Commencement  Date  an  annually  thereafter at least thirty (30) days
          prior  to the expiration date of the old policy. Tenant shall have the
          right  to  provide  insurance  coverage which it is obligated to carry
          pursuant  to  the  terms  hereof  in  a  blanket policy, provided such
          blanket  policy  expressly  affords  coverage  to  the  Property,  the
          Premises,  and  to  Landlord as required by this Lease. Each policy of
          insurance  shall provide notification to Landlord at least thirty (30)
          days prior to any cancellation or modification to reduce the insurance
          coverage.  An  amount  equal  to five percent (5%) of the monthly Rent
          shall  be  charged  as  Additional Rent for each month in which Tenant
          fails  to deliver to Landlord a current certificate(s) evidencing that
          the  insurance  required pursuant to this section is being maintained.

          In  the  event Tenant does not purchase the insurance required by this
          Lease  or  keep  the  same in full force and effect, Landlord may, but
          shall  not be obligated to purchase the required insurance and pay the
          premium.  The  Tenant  shall repay to Landlord, as Additional Rent the
          amount so paid promptly upon demand. In addition, Landlord may recover
          from  Tenant and Tenant agrees to pay, as Additional Rent, any and all
          reasonable  expenses  (including  attorney's  fee)  and  damages which
          Landlord  may sustain by reason of the failure of Tenant to obtain and
          maintain  such  insurance.

     (C)  SUBROGATION.

          Landlord and Tenant mutually waive their respective rights of recovery
          against  each  other  for  any  loss of, or damage to, either parties'
          property,  to  the  extent  that  such loss or damage is insured by an
          insurance  policy required to be in effect at the time of such loss or
          damage.  Each party shall obtain any special endorsements, if required
          by  its  insurer  whereby the insurer waives its rights of subrogation
          against  the  other  party. This clause shall not apply in those cases
          where  waiver  of subrogation would cause either parties' insurance to
          be  voided  or  otherwise  made  uncollectible.

10.     DAMAGES  OR  DESTRUCTIONl.

     If,  prior  to  or  during  the  Lease  Term, or any extension thereof, the
     Property  or the Premises shall be so damaged or destroyed by fire or other
     casualty  so as to render them untenantable, or if the Property or Premises
     is  materially  destroyed  or damaged to the extent that the restoration of
     such,  in  Landlord's  sole  opinion,  is  not economical or feasible, then
     Landlord,  at its sole option, shall have the right to cancel and terminate
     this  Lease.  If not terminated, then Landlord shall repair and restore the
     Premises  with  all reasonable speed to substantially the same condition as
     immediately prior to such damage or destruction, and the Rent or a just and
     proportionate  part  thereof  according  to Tenant's ability to utilize the
     Premises in its damaged condition, shall be abated until the Premises shall
     have  been repaired and restored by Landlord. "Untenantable" Premises shall
     be such as to not allow Tenant to transact and effectuate its operations in
     the ordinary course of business. In the event of such repair or restoration
     is not completed by Landlord within 270 days of such damage or destruction,
     Tenant  shall  have  the right to terminate this Lease by written notice to
     Landlord  to  be  given  within  300  days  of  such damage or destruction.

11.     INDENIFICATION.

     Tenant  shall  indemnify,  hold  harmless,  and defend Landlord (except for
     Landlord's  gross  negligence  or  willful  misconduct) against all claims,
     losses or liabilities for injury or death to any person or for damage to or
     loss  of  use of any property arising out of any occurrence in, on or about
     the  Property,  if caused or contributed to by Tenant or Tenant's agents or
     invitees,  or  arising out of any occurrence in, upon or at the property or
     Premises,  or  on  account  of  the  use, condition, occupational safety or
     occupancy  of  the  Property  or  Premises. It is the intent of the parties
     hereto that the indemnity contained in this section shall not be limited or
     barred  by  reason  of any negligence on the part of Landlord or Landlord's
     agents,  except  as  expressly  provided herein. Such indemnification shall
     include  and apply to attorney's fees, investigation costs, and other costs
     actually  incurred  by Landlord. Tenant shall further indemnify, defend and
     hold harmless Landlord from and against any and all claims arising from any
     breach  or default in the performance of any obligation on Tenant's part to
     be  performed under the terms of this Lease. The provisions of this section
     shall  survive  the expiration or termination of this Lease with respect to
     any  damage,  injury,  death,  breach  or  default  occurring prior to such
     expiration  or  termination.  This  Lease is made on the express conditions
     that  Landlord

                                        9

     shall  not  be liable for, or suffer loss by reason of, injury to person or
     property,  from  whatever  cause,  in any way connected with the condition,
     use,  occupational  safety  or  occupancy  of  the  Property  or  Premises
     specifically including, without limitation, any liability for injury to the
     person  or  property  of  Tenant or Tenant's agents, except as specifically
     provided  in  the  following  paragraph.

     Landlord  shall  indemnify,  hold  harmless,  and defend tenant (except for
     Tenant's gross negligence willful misconduct) against all claims, losses or
     liabilities  for injury or death to any person or for damages to or loss of
     use  of  any property arising out of (i) any accidents, damages or injuries
     to  persons  or  property  occurring  in  and  about the common area of the
     Property  exclusive  of  the  Premises  which  result solely from the gross
     negligence  or  willful misconduct of Landlord; (ii) any accidents, damages
     or  injuries  to persons on property occurring in or about the Premises due
     to  any  gross  negligence  or willful misconduct of Landlord except to the
     extent  such losses are covered and paid for by an insurance policy carried
     by  Tenant.  It  is  the  intent  of  the parties hereto that the indemnity
     contained  in  this section shall not be limited or barred by reason of any
     negligence  on the part of the Tenant, except as expressly provided herein.
     Such indemnification shall include and apply to reasonable attorney's fees,
     investigation  costs,  and other costs actually incurred by the Tenant. The
     provisions  of  this section shall survive the expiration or termination of
     this  Lease  with  respect  to any damage, injury, death, breach of default
     occurring  prior  to  such  expiration  or  termination.

12.     ASSIGNMENT  AND  SUBLETTING.

     (A)  Tenant  shall  not  assign,  encumber,  mortgage,  pledge,  license,
          hypothecate  or  otherwise  transfer  the  Premises  or this Lease, or
          sublease  all  or  any  part  of  the  Premises,  or permit the use or
          occupancy  of the Premises by any party other than Tenant, without the
          prior  written  consent  of  Landlord,  which  consent  shall  not  be
          unreasonably  withheld,  conditioned  or  delayed. Notwithstanding the
          foregoing,  Tenant  shall be permitted to assign or sublet all or part
          of  the  Premises  to  a  parent  company, wholly owned subsidiary, or
          affiliated  corporate  entity  which  is  wholly  owned  by the parent
          company  which wholly owns Tenant, including subleases and assignments
          occurring  due  to  a  merger,  without the prior consent of Landlord,
          provided Tenant gives Landlord at least thirty (30) days prior written
          notice  of  such  assignment  of  subletting.  As  used  herein,  an
          "affiliate"  of  Tenant  is  an  entity  that  directly, or indirectly
          through  one or more intermediaries, controls, or is controlled by, or
          is under common control with Tenant. The term "control" (including the
          terms  "controlling", "controlled by" and "under common control with")
          means  the  possession,  direct or indirect, of the power to direct or
          cause  the  direction  of  the  management  and policies of an entity,
          whether  through  the  ownership of voting securities, by contract, or
          otherwise.

     (B)  Tenant must request Landlord's consent to an assignment or sublease in
          writing  at  least forty five (45) days prior to the commencement date
          of the proposed sublease or assignment, which request must include (a)
          the  name  and  address of the proposed assignee or subtenant, (b) the
          nature  and  character  of  the  business  of the proposed assignee or
          subtenant,  (c) financial information (including financial statements)
          of  the proposed assignee or subtenant, and (d) a copy of the proposed
          sublet  or  assignment  agreement, which must be in substance and form
          acceptable  to  Landlord.  Tenant  shall  also  provide any additional
          information  Landlord  reasonably  requests  regarding  such  proposed
          assignment  or  subletting.  Within  thirty  (30)  days after Landlord
          receives  Tenant's  request  (with all required information included),
          Landlord  shall  have the option, in its reasonable discretion: (i) to
          grant  its  consent to such proposed assignment or subletting, or (ii)
          to  deny  its  consent  to  such proposed assignment or subletting, or
          (iii) to terminate this Lease effective as of the commencement date of
          such  proposed  assignment, or, if a sublease, to terminate this Lease
          solely  as  to  the  portion  proposed  to  be  subleased.

     (C)  Any  subleases  and/or  assignments  are  also  subject  to all of the
          following  terms  and  conditions:

          (1)  If  Landlord  approves  an  assignment  or  sublease  as  herein
               provided,  Tenant  shall  pay  to  Landlord  as  Additional  Rent
               one-half  (1/2)  of  the  amount,  if any, by which the rent, any
               additional  rent  and  any  other sums payable by the assignee or
               subtenant to Tenant under such assignment or sublease exceeds the
               total  of  the  Rent  plus  any Additional Rent payable by Tenant
               hereunder which is allocable to the portion of the Premises which
               is  the  subject  of  such  assignment or sublease. The foregoing
               payments shall be make on not less than a monthly bases by Tenant
               and  shall  be  net of all reasonable expenses incurred by Tenant
               and  approved  by  Landlord  in  its  reasonable  discretion.

                                       10

          (2)  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 which shall not be unreasonably
               withheld,  conditioned  or delayed. In no event shall any consent
               by  Landlord  be construed to permit reassignment or resubletting
               by  a  permitted  assignee  or  sublessee.

          (3)  Tenant  shall  remain  liable  for  all  Lease  obligations, and,
               without  limitation,  the  Guaranty  to  Lease  (if any) shall be
               unaffected  by such sublessee and assignment, and shall remain in
               full force and effect for all purposes. An assignee of Tenant, at
               the  option of Landlord, shall become directly liable to Landlord
               for  all  obligations  of  Tenant  hereunder,  but no sublease or
               assignment  by  Tenant  shall  relieve  Tenant  of  any liability
               hereunder.

          (4)  Any  assignment  or  sublease  without  Landlord's  prior written
               consent  in  accordance with this Paragraph 12 shall be void, and
               shall,  at the option of the Landlord, constitute a default under
               this  Lease.

          (5)  The  term  of  any  such  assignment or sublease shall not extend
               beyond  the  Lease  Term.

          (6)  Tenant  shall  pay  to Landlord a Five Hundred and no/100 Dollars
               ($500.00)  processing  fee,  which  shall  accompany any proposed
               assignment or sublease delivered by Tenant to Landlord, and which
               processing  fee  shall  be  in  addition to Landlord's reasonable
               attorneys  fees and out-of-pocket expenses incurred in connection
               with  Landlord's  review of such sublease or assignment (if any),
               which  shall  also  be  reimbursed  by  Tenant.

     (D)  The following events shall constitute an "Assignment" which is subject
          to  the  terms  of this section and for which Landlord's prior written
          consent  is  required:  (i) if Tenant is a corporation and any part or
          all  of  Tenant's  shares  of  stock,  or the shares of stock or other
          ownership  interests  of any corporation or other entity owning shares
          of  Tenant's  stock,  shall in any one or more instances be issued, or
          transferred  by  sale,  assignment,  conveyance,  operation  of  law
          (including,  but  not  limited  to,  transfer  as  a  result  of or in
          conjunction  with  any  merger, reorganization or recapitalization) or
          other  disposition, or otherwise changed, so as to result in less than
          eighty  percent (80%) of such shares, or other ownership interests, or
          less  than  eighty  percent (80%) of any class of such shares or other
          ownership  interests, being owned by the present (i.e., as of the date
          hereof)  owners  thereof;  (ii)  if  Tenant  is  a partnership and any
          general  partnership  interest(s),  or  the  stock  or other ownership
          interests  of  any corporation or other entity owning any such general
          partnership  interests(s), in the partnership shall in any one or more
          instances  be  issued, or transferred by sale, assignment, conveyance,
          operation  of law (including, but not limited to, transfer as a result
          of  or  in  conjunction  with  any  merger,  reorganization  or
          recapitalization) or other disposition, or otherwise changed, so as to
          result  in  less  than eight percent (80%) of such general partnership
          interests(s),  stock  (or  any class of such stock) or other ownership
          interests  being  owned  by  the present (i.e., as of the date hereof)
          owners  thereof; and (iii) if Tenant is a limited liability company or
          any  other type of entity, and any interests(s) of any member or other
          equity  owner,  or  the  ownership  interests of any entity owning any
          membership  interest(s)  or other equity interest in the Tenant, shall
          in  any  one  or  more  instances  be  issued, or transferred by sale,
          assignment,  conveyance,  operation of law (including, but not limited
          to,  transfer  as  a  result  of  or  in  conjunction with any merger,
          reorganization or recapitalization) or other disposition, or otherwise
          changed,  so  as  to  result in less than eighty percent (80%) of such
          membership  interests  or other such equity and/or ownership interests
          being  owned  by  the  present  (i.e.,  as  of the date hereof) owners
          thereof.  Notwithstanding  the  foregoing,  however,  it  shall  not
          constitute  and  assignment  hereunder if Tenant's shares of stock are
          publicly  tradef  on  a  nationally  recognized  stock  exchange.

13.     CARE  OF  PREMISES.

     Tenant  covenants  and  agrees  that during the Lease Term it will keep the
     Premises  and  every  part  thereof in good order, condition and repair and
     that  it  will  in  all  respects  and  at  all  times duly comply with all
     applicable  laws, and all covenants, conditions and restrictions applicable
     to  the  Premises.

14.     ALTERATION  BY  TENANT.

                                       11

     (A)  Tenant is hereby given the right, at its sole cost and expense, at any
          time  during  the  Lease  Term,  to make non-structural alterations or
          improvements  to  the  interior  of  the  Premises  which Tenant deems
          necessary  or  desirable  for its purposes; provided, however, that no
          alterations  or  improvements  costing more than $10,000 shall be made
          without the prior written approval of Landlord (at no cost to Tenant),
          which written approval shall not be unreasonably withheld, conditioned
          or  delayed.  Landlord's approval of any plans, specifications or work
          drawings  shall  create  no responsibility or liability on the part of
          the  Landlord for their completeness, design sufficiency or compliance
          with  any  laws,  rules  and  regulations  of governmental agencies or
          authorities.

     (B)  All work herein permitted shall be done and completed by the Tenant in
          a  good and workmanlike manner and in compliance with all requirements
          of  law  and  of  governmental rules and regulations. Tenant agrees to
          indemnify  the  Landlord against all mechanics' or other liens arising
          out  of  any  of  such  work,  and also against any and all claims for
          damages  or injury which may occur during the course of any such work.
          The  Landlord  agrees  to  join  with  the  Tenant in applying for all
          permits  necessary  to be secured from governmental authorities and to
          promptly  execute  such  consents  as  such authorities may require in
          connection  with  any  of  the  foregoing  work.

     (C)  Upon written notice to Tenant within ninety (90) days after expiration
          of  the  Lease  Term,  Landlord  may  require  that  Tenant remove, at
          Tenant's  sole  cost and expense, any or all alterations, improvements
          or  additions  to the Premises as to which Landlord did not consent in
          writing or to which Landlord consented conditional upon removal at the
          end  of  the  Lease Term, and restore the Premises to the condition in
          which  they  exited  on  the Suite #210 Commencement Date or the Suite
          #250  Commencement  Date, as the case may be. Unless Landlord requires
          their  removal,  all alterations, additions and improvements which may
          be  made  on  the  Premises  shall become the property of Landlord and
          remain  upon  and  be surrendered with the Premises. Tenant shall also
          repair  any  damage  to  the  Premises  caused  by the installation or
          removal  of Tenant's trade fixtures, furnishings and equipment, or any
          alterations  or  other  improvements  made  to the Premises by Tenant.

15.     CONDEMNATION.

     (A)  If  the Premises shall be wholly taken by exercise of right of eminent
          domain, then this Lease shall terminate from the day the possession of
          the whole of the Premises shall be required under the exercise of such
          power  of  eminent  domain. Any award for the taking of all or part of
          the  Premises  under  the  power of eminent domain or any payment made
          under  threat  of  the exercise of such power shall be the property of
          the  Landlord.  Tenant  reserves  such  separate rights as it may have
          against  the  condemning  authority  to  claim damages for loss of its
          trade  fixtures  and  the  cost  of  removal  and  relocation expense,
          provided  such Tenant rights do not, in any way, diminish the award to
          which  Landlord  would  otherwise  be  entitled  or reduce the amounts
          payable  to  Landlord  pursuant  to  this  subsection.

     (B)  If such part of the Property in which the Premises is located shall be
          condemned  so  as to substantially and materially hamper the operation
          of  Tenant's  business  in  Landlord's reasonable discretion, then the
          Rent  payable  hereunder  shall  be reduced in the proportion that the
          remaining  area  of  the  Premises  bears  to the original area of the
          Premises.

16.     SUBORDINATION.

     This  Lease is and shall at all times be and remain subject and subordinate
     to  the lien of any present or future mortgage (and to any and all advances
     made  thereunder)  upon  the Property or Premises, unless Landlord requires
     this  Lease  to  be superior to any such mortgage. Tenant shall execute and
     return  to  Landlord  any  and  all  documentation  required by Landlord to
     evidence  the  subordination  (or  superiority)  of  this Lease to any such
     mortgage.  If  Tenant  does  not  provide  Landlord with such documentation
     within five (5) days after Landlord's written request. Tenant hereby grants
     unto Landlord its power-of-attorney to execute such subordination documents
     as Tenant's duly authorized and empowered attorney-in-fact. In the event of
     subordination  of  this  Lease.  Landlord  will use commercially reasonable
     efforts  to  attempt  to  obtain  from  the  holder of any such mortgage, a
     written  nondisturbance  agreement to the effect that (A) in the event of a
     foreclosure or other action taken under the mortgage by the holder thereof,
     this  Lease  and  the rights of Tenant hereunder shall not be disturbed but
     shall  continue  in full force and effect so long as Tenant shall not be in
     default hereunder, and (B) such holder will agree that in event it shall be
     in  possession  of  the  Premises.

                                       12

     that  so long as Tenant shall observe and perform all of the obligations of
     Tenant  to be performed pursuant to this Lease, such Mortgagee will perform
     all  obligations  of Landlord required to be performed under this Lease. In
     the  event  any proceedings are brought for foreclosure, or in the event of
     the  exercise  of the power of sale under any mortgage made by the 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  the Landlord under this Lease.
     Tenant  hereby agrees that no mortgagee or its successor shall be (i) bound
     by  any  payment  of Rent or Additional Rent for more than one (1) month in
     advance,  (ii)  bound  by  any amendment or modification of this Lease made
     without  the consent of Landlord's mortgagee or its successor, (iii) liable
     for  damages  for  any  breach, act or omission of any prior landlord, (iv)
     bound  to effect or pay for any construction for Tenant's occupancy, or (v)
     subject to any claim of offset or defenses that Tenant may have against any
     prior  landlord.  The  word  "mortgage"  as used herein includes mortgages,
     deeds  of  trust  and  any  sale-leaseback  transactions,  or other similar
     instruments,  and  modifications,  extensions,  renewals,  and replacements
     thereof,  and  any  and  all  advances  thereunder.

17.     ACCESS  TO  PREMISES.

     Landlord  and  its authorized agents shall have free access to the Premises
     upon  reasonable  prior notice (except in the event of an emergency) at any
     and  all  reasonable  times  to  inspect  the  same,  to make any repair or
     alteration to the Premises, to place and maintain a "For Rent" sign thereon
     at  any  time within three (3) months prior to expiration of the Lease Term
     and/or  termination  of  this Lease and to exhibit and show the Premises to
     prospective  tenants  during  such  time  period,  and  for  other purposes
     pertaining  to  the  rights  of  the  Landlord.

18.     RULES  AND  REGULATIONS.

     Tenant  agrees  to comply with all current and future rules and regulations
     promulgated  by  Landlord  concerning  the Property and the Premises, which
     Landlord  shall  enforce  in  a  uniform  manner.  The  existing  rules and
     regulations,  which  may  be  amended  or  changed  by Landlord in its sole
     discretion,  are  set  forth  in  Exhibit D attached hereto and made a part
     hereof  by  reference.  Landlord  shall  provide  Tenant with copies of all
     amendments  to  the  rules  and  regulations,  which shall be enforced in a
     uniform  manner.

19.     COVENANTS  OF  RIGHTS  TO  LEASE.

     Landlord  covenants that it has good and sufficient authority to enter into
     this  Lease and that Landlord alone has the right to lease the Premises for
     the  Lease Term. Landlord further covenants that upon Tenant performing the
     terms  and  obligations  of Tenant under this Lease. Tenant will have quiet
     enjoyment  of  the  Premises  throughout  the Lease Term and any renewal or
     extension  thereof,  subject  to  the  terms  of  this  lease.

20.     MECHANICS  LIENS.

     Neither  Tenant  nor  anyone  claiming by, through, or under Tenant or this
     Lease,  shall  have  the right to file or place any mechanics lien or other
     lien  of  any kind or character whatsoever upon the Property or Premises or
     upon  any  improvement  thereon,  or  upon the leasehold interest of Tenant
     therein.  Notice  is  hereby  given  that  no contractor, subcontractor, or
     anyone else who may furnish any material, service or labor for any Property
     improvements, alteration, repairs or any part thereof, shall at any time be
     or  become  entitled  to  any  lien  thereon.  For  the further security of
     Landlord,  Tenant  covenants  and  agrees  to give actual notice thereof in
     advance  to  any  and all contractors and subcontractors who may furnish or
     agree  to  furnish  any such material, service or labor. Tenant shall cause
     any such lien imposed to be released of record by payment or posting of the
     proper  bond  reasonably acceptable to Landlord within forty five (45) days
     after  earlier of imposition of the lien or written request by Landlord. If
     Tenant fails to remove any lien within the forty five (45) day period, then
     Landlord  may  do  so  at  Tenant's  expense  and Tenant's reimbursement to
     Landlord  for  such  amount,  including  attorney  fees and costs, shall be
     deemed  Additional  Rent.

21.     EXPIRATION  OF  LEASE  AND  SURRENDER  OF  POSSESSION.

     (A)  Holding  Over.  Tenant  will, at the expiration or termination of this
          Lease  by lapse of time or otherwise, yield up immediate possession of
          the  Premises  to Landlord in the condition required under this Lease.
          If Tenant retains possession of the Premises or any part thereof after
          such  expiration  or  termination,  then  Landlord may, at its option,
          serve  written  notice  upon Tenant that such holding over constitutes
          any  one

                                       13

          of  (i)  renewal  of  this  Lease  for one year, and from year to year
          thereafter,  or  (ii)  creation  of a month-to-month tenancy, upon the
          terms  and  conditions set forth in this Lease, or (iii) creation of a
          tenancy  at  sufferance, in any case upon the terms and conditions set
          forth  in  this  Lease;  provided,  however, that the monthly Rent (or
          daily Rent under (iii)) shall, in addition to all other sums which are
          to  be paid by Tenant hereunder, whether or not as Additional Rent, be
          equal  to  150%  the  sum of Rent plus Additional Rent owed monthly to
          Landlord  under  this  Lease  immediately  prior to such expiration or
          termination  (prorated  in the case of (iii) on the basis of a 365 day
          year  for each day Tenant remains in possession). If no such notice is
          served,  then a tenancy at sufferance shall be deemed to be created at
          the  Rent in the preceding sentence. Tenant shall also pay to Landlord
          as  Additional  Rent  all damages sustained by Landlord resulting from
          retention  of possession by Tenant, including the loss of any proposed
          subsequent  tenant  for any portion of the Premises. The provisions of
          this section shall not constitute a waiver by Landlord of any right of
          re-entry  as  herein  set  forth; nor shall receipt of any Rent or any
          other act in apparent affirmance of the tenancy operate as a waiver of
          Landlord's  right  to  terminate this Lease for a breach of any of the
          terms,  covenants,  or  obligations  herein  on  Tenant's  part  to be
          performed.

     (B)  Subject  to Section 14, upon the expiration of this Lease, by lapse of
          time  or  otherwise,  any and all buildings, improvements or additions
          erected  on the Property or Premises by Tenant shall, at the option of
          Landlord,  be  and  become  the  property  of the Landlord without any
          payment  therefor  and  Tenant  shall,  at  the  option  of  Landlord,
          surrender  said Premises, together with all buildings, improvements or
          additions  thereon,  whether  erected  by Tenant or Landlord, ordinary
          wear  and  tear  excepted,  in the same condition as on the Suite #210
          Commencement Date of the Suite #250 Commencement Date, as the case may
          be.

     (C)  Tenant  may install adequate equipment, fixtures and machinery for the
          operation  of  its  business and upon the expiration or termination of
          this Lease by lapse of time or otherwise, provided all Rents and other
          amounts  that  may be due and owing to Landlord have been paid and the
          provisions  of  this  Lease  complied  with,  Tenant shall remove such
          equipment,  fixtures  and  machinery  installed by it at Tenant's sole
          cost.  Upon  removal of such equipment, fixtures and machinery, Tenant
          shall  repair  any  damage  to the Property or Premises caused by such
          removal  or  installation at Tenant's sole cost, to the same condition
          as  on the Suite #210 Commencement Date or the Suite #250 Commencement
          Date  as  the  case  may  be.

22.     DEFAULT-REMEDIES.

     (A)  The occurrence of one or more of the following events shall constitute
          a  material  default  and  breach  of  this Lease by Tenant ("Event of
          Default"):

          (1)  Failure  by  Tenant to make payment of any Rent, Additional Rent,
               or  any other payment required to be made by Tenant hereunder, as
               and  when  due, and such a failure shall continue for a period of
               five  (5)  days  after written notice from Landlord (which notice
               shall  not  be  required to be given more than two (2) times in a
               calendar  year);

          (2)  The  making  by  Tenant  (or  any guarantor) of any assignment or
               arrangement  for  the  benefit  of  creditors;

          (3)  The  filing  by  Tenant  (or  any  guarantor)  of  a  petition in
               bankruptcy  or  for any other relief under Title 11 of the United
               States  Code  ("Bankruptcy  Code"), or the insolvency laws of any
               state,  or  any  other  applicable  statute  ("Insolvency Laws");

          (4)  The levying of an attachment, execution of other judicial seizure
               upon the Tenant's property in or interest under this Lease, which
               is  not  satisfied  or  released  or  the  enforcement  thereof
               superseded  by  an  appropriate proceeding within sixty (60) days
               thereafter;

          (5)  The  filing  of  an  involuntary  petition  in  bankruptcy or for
               reorganization  or  arrangement  under  the  Bankruptcy  Code  or
               Insolvency  Laws  against  Tenant  (or  any  guarantor)  and such
               involuntary  petition  is not withdrawn, dismissed, or discharged
               within  sixty  (60)  days  from  the  filing  thereof.

                                       14

          (6)  The  appointment  of  a receiver or trustee to take possession of
               the  property of Tenant (or any guarantor) or of Tenant's (or any
               guarantor's)  business  or  assets  and  the  order  or  decree
               appointing  such receiver or trustee shall have remained in force
               undischarged  for  thirty (30) days after the entry of such order
               or  decree;

          (7)  The  vacating or abandonment of the Premises, provided a vacation
               of  the Premises shall not constitute an Event of Default so long
               as  Landlord  receives  thirty  (30) days prior written notice of
               such  vacation,  Tenant  continues  to keep the Premises safe and
               secure,  to  pay  all Rent and other amounts due under this Lease
               and  to  maintain  the  Premises  as  required  hereunder;

          (8)  The  failure  by  Tenant  to  furnish  to  Landlord any statement
               required  herein  within  ten  (10)  days  after  its  due  date;

          (9)  The  failure by Tenant to maintain any insurance required herein;

          (10) An  assignment, subletting, pledge mortgage, or other transfer of
               this  Lease  or  the  Premises  by Tenant, or any transfer of any
               interest  in the Tenant in violation of Section 12 of this Lease;

          (11) The  failure  by  Tenant  to  perform  or observe any other term,
               covenant,  agreement  or condition to be performed or kept by the
               Tenant  under  the terms, conditions, or provisions of this Lease
               within  ten (10) days of written notice from Landlord of Tenant's
               failure to perform or observe such obligation; provided that, for
               any  failure  which is not willful and which cannot reasonably be
               cured  within said ten (10) day period, the cure period therefore
               shall  be  extended  for  such time as is reasonably necessary to
               effect  a cure of such failure (but in no event beyond sixty (60)
               days after delivery of notice of such failure), on the conditions
               that  Tenant  immediately  commences  and diligently pursues such
               cure  to completion, and that, promptly upon determining that the
               aforesaid  ten  (10)  day cure period is inadequate, Tenant shall
               deliver  notice to Landlord of the steps being taken to cure such
               default  and the amount of time reasonably estimated by Tenant to
               effect  such cure; and provided further that no notice under this
               Section  22  shall  be  required  to be given for any default set
               forth  elsewhere  in  this Lease pursuant to which no notice or a
               different  form  or  time for notice is provided. Notwithstanding
               anything herein contained, the occurrence of any violation of the
               conditions, covenants, duties and/or obligations of Tenant herein
               contained,  or  any  failure  or  neglect by Tenant to observe or
               perform  any of said conditions, covenants duties or obligations,
               which  (A)  by  its  nature  cannot  be cured (or cannot be cured
               within  the  aforesaid  sixty (60) day period), (B) constitutes a
               hazard  to the health and/or safety of any occupant of or visitor
               to  the  Property  (C)  has  caused  the insurer of any policy of
               insurance  on  the  Property to issue a notice of cancellation of
               such  policy  or  (D)  subjects  Landlord to the risk of civil or
               criminal  liability,  fine, penalty or prosecution, as reasonably
               determined  by  Landlord,  then the occurrence of such violation,
               failure  or  neglect  shall,  without  demand  or  notice or cure
               period,  be  deemed  an  Event  of  Default;  and

          (12) An  occurrence  of  any  of  the foregoing Events of Default with
               respect to any guarantor of this Lease, or if any guarantor fails
               to  perform  or  observe  any  term, covenant or condition of its
               guaranty  of  this  Lease.

     (B)  If  an  Event  of Default shall have occurred, Landlord shall have (in
          addition to all other rights and remedies provided by law or otherwise
          provided by this Lease) the right, at the option of the Landlord, then
          or  at any time thereafter while such Event of Default shall continue,
          to  elect  any  one  or  more  of  the  following:

          (1)  To  continue  this  Lease  in  full  force and effect (so long as
               Landlord  does not terminate this Lease), and Landlord shall have
               the right to collect Rent, Additional Rent and other charges when
               due  for  the  remainder  of  the  Lease  Term;  and/or

          (2)  To  cure  such default or defaults at its own expense and without
               prejudice  to  any  other remedies which it might otherwise have;
               and  any  payment made or expenses incurred by Landlord in curing
               such  default  with  interest  thereon  at  the  Default Rate (as
               hereinafter  defined)  to  be  and  become

                                       15

               Additional Rent to be paid by Tenant with the next installment of
               Rent  falling  due  thereafter;  and/or

          (3)  To  re-enter  the Premises, without notice, and dispossess Tenant
               and  anyone  claiming  through  or  under  Tenant  by  summary
               proceedings  or  otherwise,  and  remove  their effects, and take
               complete  possession  of the Premises and either (a) declare this
               Lease  terminated  and  the  Lease  Term  ended,  or (b) elect to
               continue  this Lease in full force and effect, but with the right
               at  any  time thereafter to declare this Lease terminated and the
               Lease Term ended. In such re-entry, Landlord may, with or without
               process  of law, remove all persons from the Premises, and Tenant
               hereby  covenants  in  such  event,  for  itself  and  all others
               occupying  the  Premises under Tenant, to peacefully yield up and
               surrender  the  Premises  to  Landlord.  If  Landlord  elects  to
               terminate this Lease and/or elects to terminate Tenant's right of
               possession,  every obligation of Landlord contained in this Lease
               shall cease without prejudice to Tenant's Liability for all Rent,
               Additional  Rent,  and  other  sums  owed  by  Tenant  herein.

          Should Landlord declare this Lease terminated and the Lease Term ended
          (pursuant  to  Section  22(B)(3)(a)  above),  the  Landlord  shall  be
          entitled  to  recover  from  Tenant the Rent, Additional Rent, and all
          other  sums  due  and owing by Tenant to the date of termination, plus
          the  costs of curing all Tenant's defaults existing at or prior to the
          date  of  termination,  plus the costs of recovering possession of the
          Premises,  plus the costs of reletting the Premises including, but not
          limited  to repairs to the Premises, costs to prepare and refinish the
          Premises  for  reletting, leasing commissions, rental concessions, and
          legal  fees  and  costs,  plus  other  actual or consequential damages
          suffered  or  incurred  by  Landlord  due  to  all  Events  of Default
          (including  without limitation, late fees or other charges incurred by
          Landlord  under  any  mortgage),  plus the deficiency, if any, between
          Tenant's  Rent  and  Additional Rent for the balance of the Lease Term
          and the rent obtained by Landlord under another lease for the Premises
          for  the  balance  of the Lease Term remaining under this Lease on the
          date  of  termination.

          Should  Landlord  elect  to  continue  this Lease (pursuant to Section
          22(B)(3)(b)  above), Landlord shall be entitled to recover from Tenant
          the  Rent,  Additional Rent and all other sums due and owing by Tenant
          up  to  the date of dispossession, plus the costs of curing all Events
          of Default existing at or prior to the date of dispossession, plus the
          Rent,  Additional  Rent  and  all  other  sums  owed  by  Tenant  on a
          continuing  basis as said amounts accrue to the end of the Lease Term,
          less  the  rental  which Landlord receives during such period, if any,
          from  others  to  whom  the  Premises  may  be relet, plus the cost of
          recovering  possession  of  the  Premises, plus the costs of reletting
          including,  but  not  limited  to  repairs  to  the Premises, costs to
          prepare  and refinish the Premises for reletting, leasing commissions,
          rental  concessions,  and  legal  fees  and costs. Any suit brought by
          Landlord  to  enforce  collection of such deficiency for any one month
          shall  not prejudice Landlord's right to enforce the collection of any
          deficiency for any subsequent month in subsequent separate actions, or
          Landlord may defer initiating any such suit until after the expiration
          of  the  Lease  Term  (  in  which  event  such  deferral shall not be
          construed  as  a  waiver  of Landlord's rights as set forth herein and
          Landlord's  cause  of action shall be deemed not to have accrued until
          the  expiration  of  the  Lease Term), and it being further understood
          that  if  Landlord  elects  to  bring suits from time to time prior to
          reletting the Premises, Landlord shall be entitled to its full damages
          through  the  date of the award of damages without regard to any rent,
          additional  rent  or  other  sums  that  are or may be projected to be
          received  by  Landlord upon a subsequent reletting of the Premises. In
          the  event  that  Landlord  relets  the  Premises  together with other
          premises  or  for  a term extending beyond the scheduled expiration of
          the  Lease  Term, it is understood that Tenant will not be entitled to
          apply  against  Landlord's  damages any rent, additional rent or other
          sums  generated  or  projected  to  be  generated by either such other
          premises  or  the  period extending beyond the scheduled expiration of
          the  Lease Term. Landlord shall use commercially reasonable efforts to
          relet  and  rent  the  Premises  with  or  without advertising for the
          remainder  of  the Lease Term, or for such longer or shorter period as
          Landlord  shall  deem  advisable.

          In  lieu  of  the  amounts recoverable by Landlord pursuant to the two
          immediately preceding paragraphs but in addition to other remedies and
          amounts otherwise recoverable by Landlord in this Lease, Landlord may,
          at its sole election, (i) terminate this Lease, (ii) collect all Rent,
          Additional Rent, and other sums due and owing by Tenant up to the date
          of termination, and (iii) accelerate and collect Rent, Additional Rent
          and all other sums required to be paid by Tenant through the remainder
          of the Lease Term ("Accelerate Rent"), which Accelerated Rent shall be
          discounted  to  present  value  using  an

                                       16

          interest  rate  equal to five percent (5.0%) per annum ("Present Value
          Accelerated Rent"). Landlord shall use commercially reasonable efforts
          to  relet  and  rent  the Premises with or without advertising for the
          remainder  of  the Lease Term, or for such longer or shorter period as
          Landlord  shall deem advisable. In the event Landlord is successful in
          reletting  the  Premises  for  any  part of the remainder of the Lease
          Term, and provided Tenant has paid to Landlord all sums required to be
          paid  by  Tenant pursuant to this paragraph, Landlord shall forward to
          Tenant  the  rent associated with such reletting ("Reletting Rent") as
          and  when the Reletting Rent is collected by Landlord. Notwithstanding
          the  previous sentence, Landlord shall forward to Tenant any Reletting
          Rent  only  (i)  after  Landlord  has  first  been reimbursed from the
          Reletting  Rent  for  any and all costs associated with such reletting
          including,  but  not  limited  to  repairs  to  the Premises, costs to
          prepare  and refinish the Premises for reletting, leasing commissions,
          rental  concessions, and legal fees; and (ii) until the earlier of (a)
          the  last  day  of the Lease Term, or (b) the point in time Tenant has
          been reimbursed, in the aggregate, an amount equivalent to the Present
          Value  Accelerated  Rent  actually  paid  to Landlord pursuant to this
          paragraph.  In  no  event  shall  Landlord  be  liable  for, nor shall
          Tenant's obligations hereunder be diminished by reason of, any failure
          by  Landlord to relet all or any portion of the Premises or to collect
          any  rent  due  upon  such  reletting.

     (C)  Tenant,  on  its  own  behalf  and  on  behalf of all persons claiming
          through  or  under  Tenant,  including  all  creditors,  does  hereby
          specifically waive and surrender any and all rights and privileges, so
          far  as  is  permitted by law, which Tenant and all such persons might
          otherwise  have  under any present or future law (1) to the service of
          any  notice  to  quit  or  of  Landlord's  intention to re-enter or to
          institute legal proceedings, which notice may otherwise be required to
          be given, (2) to redeem the Premises, (3) to re-enter or repossess the
          Premises,  (4) to restore the operation of this Lease, with respect to
          any  dispossession  of  Tenant  by judgment or warrant of any court or
          judge,  or  any re-entry by Landlord, or any expiration or termination
          shall  be  by  operation  of law or pursuant to the provisions of this
          Lease,  or  (5)  which exempts property from liability for debt or for
          distress  for rent. Tenant hereby consents to the exercise of personal
          jurisdiction over it by any federal or local court in the jurisdiction
          in  which  the  Premises  is  located.

23.     RE-ENTRY  BY  LANDLORD

     No  re-entry by Landlord or any action brought by Landlord to remove Tenant
     from  the  Premises  shall  operate to terminate this Lease unless Landlord
     shall  have  given  written notice of termination to Tenant, in which event
     Tenant's  liability  shall be as above provided. No right or remedy granted
     to  Landlord  herein  is  intended  to  be  exclusive of any other right or
     remedy,  and  each  and  every  right  and  remedy herein provided shall be
     cumulative and in addition to any other right or remedy hereunder or now or
     hereafter  existing  in  law  or  equity  or  by  statute.  In the event of
     termination  of  this Lease. Tenant waives any and all rights to redeem the
     Premises  either  given  by  any  statute  now  or  herein  enacted.

24.     ADDITIONAL  RIGHTS  TO  LANDLORD.

     (A)  In  addition  to any and all other remedies, Landlord may restrain any
          threatened  breach  of  any  covenant,  condition  or agreement herein
          contained,  but  the  mention herein of any particular remedy or right
          shall  not preclude the Landlord from any other remedy or right it may
          have  either at law or equity, or by virtue of some other provision of
          this Lease; nor shall the consent to one act, which would otherwise be
          a  violation  or  waiver  of  or  redress  for one violation either of
          covenant,  promise  agreement  undertaking  or  condition,  prevent  a
          subsequent  act  which  would  originally have constituted a violation
          from  having  all  the  force  and  effect  of any original violation.

     (B)  Receipt  by  Landlord  or Rent or other payments from the Tenant shall
          not  be deemed to operate as a waiver of any rights of the Landlord to
          enforce  payment  of  any  Rent,  Additional  Rent,  or other payments
          previously due or which may thereafter become due, or of any rights of
          the  Landlord  to  terminate  this  Lease or to exercise any remedy or
          right which otherwise might be available to the Landlord, the right of
          Landlord  to  declare  a  forfeiture for each and every breach of this
          Lease  is  a  continuing  one  for  the  life  of  this  Lease.

                                       17

25.     SUCCESSORS,  ASSIGNS  AND  LIABILITY.

     The terms, covenants, conditions and agreements herein contained and as the
     same  may from time to time hereafter be supplemented, modified or amended,
     shall  apply  to,  bind, and inure to the benefit of the parties hereto and
     their  legal representatives, successors and assigns, respectively, subject
     to  Section  12  hereof.  In  the event either party now or hereafter shall
     consist  of  more  than  one  person, firm or corporation, then and in such
     event  all  such  person,  firms  and/or  corporations shall be jointly and
     severally  liable  as  parties  hereunder.

26.     NOTICES.

     All  notices  and  demands  required  to be given to either party hereunder
     shall  be  in  writing  and shall be deemed to have been given when sent by
     certified United States mail, postage prepaid, return receipt requested, or
     by  personal  delivery,  or  by  a nationally recognized overnight delivery
     service,  delivery  prepaid, addressed to the party to whom directed at the
     address  set  forth  below  or at such other address as may be from time to
     time  designated  in  writing  by  the  party  changing  the  address.

Landlord                                            Tenant
--------                                            ------

Reston  Plaza  I  &  II,  L.L.C.                    Talk.Com,  Inc.
801  Grand  Avenue                                  12020 Sunrise Valley  Drive
Des  Moines,  Iowa  50392-1360                      Reston,  Virginia  20191
Attn:  Commercial  Real Estate Equities             Attn: Bill McGrath,
                                                          Senior VP

With  a  copy  to:

Reston  Plaza  I  &  II,  L.L.C.                    Talk.Com,  Inc.
c/o  Trammell  Crow  Company                        6805  Route  202
14595  Avion  Parkway,  Suite  100                  New  Hope,  Pennsylvania
Chantilly,  Virginia  22021                         Attn:  Legal  Department
Attn:  Property  Manager
                                                    And

                                                    Arnold  &  Porter
                                                    555  12th  Street,  NW
                                                    Washington,  D.C.  20004
                                                    Attn:  Jennifer S. Perkins,
                                                           Esquire

27.     MORTGAGEE'S  APPROVAL.

     If  Landlord's  mortgagee  shall  require  modifications  of  the terms and
     provisions  of this Lease, Tenant agrees to execute and deliver to Landlord
     the agreements reasonably required to effect such Lease modification within
     thirty  (30)  days after Landlord's request therefor. In no event, however,
     shall  Tenant  be  required  to agree to materially modify any provision of
     this Lease relating to the amount of Rent, Additional Rent or other charges
     reserved  herein,  the size and/or general location of the Premises, or the
     Lease  Term.

28.     ESTOPPEL  CERTIFICATES.

     At  any  time  following ten (10) days written notice from Landlord, Tenant
     agrees  to  execute,  acknowledge  and  deliver to Landlord or any proposed
     mortgagee  or  purchaser  a  statement  in writing, in form satisfactory to
     Landlord, certifying whether this Lease is in full force and effect and, if
     it  is  in full force and effect, what modifications have been made to this
     Lease  to  the date of the certification and whether or not any defaults or
     offsets  exist  with respect to this Lease and, if there are, what they are
     claimed  to  be and setting forth dates to which Rent or other charges have
     been  paid  in  advance,  if any, and stating whether or not Landlord is in
     default  and,  if  so,  specifying  what the default may be. The failure of
     Tenant  to  execute,  acknowledge,  and  deliver to Landlord a statement as
     above  shall  constitute  an  acknowledgment  by  Tenant that this Lease is
     unmodified and in full force and effect and that the Rent and other charges
     have  been  duly  and  fully paid to and including the respective due dates
     immediately  preceding  the  date  of Landlord's notice to Tenant and shall
     constitute as to any person, a waiver of any defaults which may exist prior
     to  such  notice.

                                       18

29.     DEFAULT  RATE  OF  INTEREST.

     All  amounts  owed  by Tenant to Landlord pursuant to any provision of this
     Lease  shall bear interest from the date due until paid at eighteen percent
     (18%)  per  annum,  unless  a  lesser  rate  shall then be the maximum rate
     permissible  by  law,  in  which  event  said  lesser rate shall be charged
     ("Default  Rate").

30.     EXCULPATORY  PROVISIONS.

     It  is  expressly  understood and agreed by and between the parties hereto,
     anything  herein  to the contrary notwithstanding, that each and all of the
     representations,  warranties,  covenants,  undertakings,  indemnities  and
     agreements  herein made on the part of Landlord while in form purporting to
     be  the  representations,  warranties, covenants, undertakings, indemnities
     and agreements of Landlord are nevertheless each and every one of them made
     and  intended,  not  as  personal  representations,  warranties, covenants,
     undertakings,  indemnities and agreements by Landlord or for the purpose or
     with  the  intention  of  binding  Landlord  personally,  but  are made and
     intended  for the purpose only of subjecting Landlord's (and its successors
     in interest) interest in the Premises to the terms of this Lease and for no
     other  purpose  whatsoever,  and  in case of default hereunder by Landlord,
     Tenant  shall  look  solely  to  the interests of Landlord in the Premises.
     Landlord  shall  not  have  any  personal liability to pay any indebtedness
     accruing  hereunder  or to perform any covenant, either express or implied,
     herein  contained.  All  such  personal  liability  of Landlord, if any, is
     expressly  waived  and  released  by Tenant and by all persons claiming by,
     through  or  under  Tenant.

31.     MORTGAGE  PROTECTION.

     Tenant  agrees to give any holder of any first mortgage or first trust deed
     in  the  nature  of  a  mortgage  (both hereinafter referred to as a "First
     Mortgage")  against the Property, or any interest therein, by registered or
     certified  mail,  a  copy  of  any  notice  or claim of default served upon
     Landlord  by  Tenant,  provided  that prior to such notice, Tenant has been
     notified  in  writing  of the address of such First Mortgage holder. Tenant
     further  agrees that if Landlord shall have failed to cure any such default
     within  twenty  (20) days after such notice to Landlord (or if such default
     cannot be cured or corrected within that time, then such additional time as
     may be necessary if Landlord has commenced within such twenty (20) days and
     is  diligently  pursuing the remedies or steps necessary to cure or correct
     such  default),  then  the  holder  of  the  First  Mortgage  shall have an
     additional  thirty  (30)  days within which to cure or correct such default
     (or  if  such  default  cannot be cured or corrected within that time, then
     such  additional  time  as  may  be  necessary  if such holder of the First
     Mortgage  has  commenced  with  such  thirty  (30)  days  and is diligently
     pursuing  the  remedies or steps necessary to cure or correct such default,
     including  the  time  necessary  to  obtain  possession  if  possession  is
     necessary  to  cure  or  correct  such  default.

32.     RECIPROCAL  COVENANT  ON  NOTIFICATION  OF  ADA  VIOLATIONS.

     Within  ten  (10)  days after receipt, Landlord and Tenant shall advise the
     other  party  in  writing,  and  provide  the  other  with  copies  of  (as
     applicable),  any  notices  alleging  violation  of  the  Americans  with
     Disabilities Act of 1990 ("ADA") relating to any portion of the Property or
     the  Premises;  any  claims  made  or  threatened  in  writing  regarding
     noncompliance  with  the ADA and relating to any portion of the Property or
     the  Premises;  or any governmental or regulatory actions or investigations
     instituted  or threatened regarding noncompliance with the ADA and relating
     to  any  portion  of  the  Property  or  the  Premises.

33.     LAWS  THAT  GOVERN.

     The terms and conditions of this Lease shall be governed by the laws of the
     Commonwealth  of  Virginia.

34.     FINANCIAL  STATEMENTS.

     Within  ten  (10) business days of Landlord's request, Tenant shall deliver
     to  Landlord  the  current  financial  statements  of Tenant, and financial
     statements  for  the two (2) years prior to the current year (which request
     shall  not  be made more than two times per calendar year provided no Event
     of  Default has occurred hereunder). The financial statements shall include
     a balance sheet, profit and loss statement, and statement of cash flows for
     each  year,  accompanied  by  an opinion from a certified public accountant
     certifying  that  the

                                       19

     financial  statements  are  prepared  in accordance with generally accepted
     accounting  principles  consistently  applied.

35.     PARKING.

     Tenant  shall  have  the  right,  throughout the Lease Term, to use free of
     charge  3.6  non-reserved  parking spaces per 1,000 rentable square feet of
     the Premises in the surface parking lot comprising part of the Property, in
     common  with  other tenants of the Property, upon such terms and conditions
     as established by Landlord. Tenant shall also have the right to use a total
     of  four  (4)  additional  non-reserved  spaces  in the surface parking lot
     comprising  part  of  the  Property  in  common  with  other tenants of the
     Property,  upon such terms and conditions as established by Landlord, at no
     additional  charge  to Tenant. Tenant agrees to cooperate with Landlord and
     other tenants in use of the parking facilities. Landlord reserves the right
     in  its  absolute  and  sole  discretion  to  determine whether the parking
     facilities  are  properly used or 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 and egress
     from  the  parking  area  as  Landlord  shall  deem  appropriate.

36.     SIGNAGE.

     Tenant  shall  not  place  any sign on the Property or the Premises without
     Landlord's  prior  written  consent. Landlord agrees to provide Tenant with
     building  standard  signage  on  the  directory  board  in the lobby of the
     building  on  the  Property  and  at  the  entrance  to  the  Premises.

37.     RECORDATION.

     Except  to  the  extent required by law, Tenant shall not record this Lease
     among  or  in  any  public  records.

38.     FORCE  MAJEURE.

     This  Lease  and the obligations of a party hereunder shall not be affected
     or  impaired because such party is unable to fulfill any of its obligations
     hereunder  or is delayed in doing so, to the extent such inability or delay
     is caused by reason of war, civil unrest, strike, labor troubles, unusually
     inclement  weather,  governmental  delays, inability to procure services or
     materials  despite  reasonable efforts, third party delays, acts of God, or
     any  other  causes(s)  beyond the reasonable control of the landlord (which
     causes  are  referred  to collectively herein as "Force Majeure"). Any time
     specified obligation of a party in this Lease shall be extended one day for
     each day of delay suffered by Landlord as a result of the occurrence of any
     Force  Majeure.

39.     [INTENTIALLY  OMITTED.]

40.     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  Julien  J. Studley, Inc. and Trammell Crow Real Estate
     Services,  Inc.  in  the  negotiating  or  making of this Lease, and Tenant
     agrees  to  indemnify  and  hold Landlord, 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 Landlord in
     conjunction  with  any  such claim or claims of any other broker or brokers
     claiming to have interested Tenanat in the Property or Premises or claiming
     to  have  caused  Tenant  to  enter  into  this  Lease.

41.     CONFIDENTIALITY.

Tenant  agrees  that  this  Lease  is confidential and Tenant shall not, without
Landlord's  prior  written  consent,  disclose the contents of this Lease to any
third  party,  except  Tenant's  brokers,  lawyers,  architects,  engineers,

                                       20

     and  other  consultants  engaged in connection with this Lease transaction.
     Except  in  the  normal course of business, Landlord shall not disclose the
     contents of this Lease to the general public without Tenant's prior written
     consent,  which shall not be unreasonable withheld, conditioned or delayed.

42.     LEASE/DEED  OF  LEASE.

     To  the  extent  required  under  applicable law to make this Lease legally
     effective, this Lease shall constitute a deed of lease executed under seal.

43.     MISCELLANEOUS

     (A)  In  the  event  that  Tenant  desires to store or maintain the type or
          character  of  goods  or  materials  in  the  Premises  which cause an
          increase  in insurance premiums, Tenant shall first obtain the written
          consent  of  Landlord  and  Tenant  shall  reimburse  Landlord for any
          increase  in  premiums  caused  thereby.

     (B)  Unless  the context clearly denotes the contrary, the words "Rent" and
          "Additional  Rent" as used in this Lease not only includes cash rental
          for  the  Premises, but also all other payments and obligations to pay
          assumed  by  the  Tenant,  whether  such obligations to pay run to the
          Landlord  or  to  other  parties.

     (C)  In any litigation between the parties arising out of this Lease, or in
          connection with any consultations with counsel and other actions taken
          or  notices  delivered  in  relation to a default by any party to this
          Lease,  the non-prevailing party shall pay to the prevailing party all
          reasonable  expenses  and  costs including attorneys' fees incurred by
          the  prevailing  party  in  connection  with  the  default  and/or
          litigations,  as  the  case  may  be  (including  fees  and  costs  in
          preparation  for  and  at trial, and on appeal, if applicable) ("Legal
          Costs").  The  Legal  Costs  shall  be  payable on demand, and, if the
          prevailing  party  is  Landlord,  the  Legal  Costs  shall  be  deemed
          Additional  Rent,  subject  to  all  of Landlord's rights and remedies
          provided  herein.

     (D)  It  is  mutually  agreed  by  and between Landlord and Tenant that the
          respective  parties  hereto  shall, and they hereby do, waive trial by
          jury  in  any  action, proceeding or counterclaim brought by either of
          the  parties hereto against the other on any matter whatsoever arising
          out  of  or  in any way connected with this Lease, the relationship of
          Landlord  and  Tenant, Tenant's use of or occupancy of the Premises or
          any claim of injury or damage and any emergency statutory or any other
          statutory  remedy.  If  Landlord  commences any summary proceeding for
          nonpayment  of  Rent or Additional Rent, Tenant will not interpose any
          counterclaim of whatever nature or description in any such proceeding.

     (E)  If  any  term  or  provision  of  this  Lease  is  declared invalid or
          unenforceable,  the  remainder  of this Lease shall not be affected by
          such  determination  and  shall  continue to be valid and enforceable.

     (F)  The  parties executing this Lease warrant that this agreement is being
          executed  with  full  corporate  authority and that the officers whose
          signatures appear hereon are duly authorized and empowered to make and
          execute  this  Lease in the name of the corporation by appropriate and
          legal  resolution  of  its  Board  of  Directors.

     (G)  This  Lease  contains the entire agreement between the parties hereto.
          No  representations,  inducements,  promises  or  agreements,  oral or
          otherwise,  between  the  parties  not embodied herein shall be of any
          force  or  effect,  and  all  reliance  by  Tenant with respect to any
          representations,  inducements,  promises or agreements is based solely
          on  those contained in this Lease. Any modification to this Lease must
          be  in  writing  and  duly  executed  by  the  parties  hereto.

                                       21

IN  WITNESS  WHEREOF, Landlord and Tenant have executed this Deed of Lease under
seal  on  this  28th  day  of  April,  2000.

                                        LANDLORD:

                                        RESTON  PLAZA  1  &  11, LLC, a Delaware
                                        limited  liability  company,  its
                                        authorized  member

                                        By:  Principal  Office Investors, LLC, a
                                             Delaware limited liability company,

                                            By:  PRINCPAL  REAL  ESTATE
                                                 INVESTORS, LLC, a Delaware
                                                 limited liability company,
                                                 it's authorized signatory

                                            By:  /s/ L.S. Valentine
                                            Its: Counsel

                                            By:  /s/ John H. Bunz
                                            Its: Counsel


                                        TENANT:

                                        TALK.COM,  INC.  a  Delaware corporation

                                        By:  /s/ William McGrath
                                        Its: SVP HR and Administration


                                       22


                                    EXHIBIT A

                                    PREMISES


<PAGE>

                                    EXHIBIT B

                                TO LEASE BETWEEN

                       RESTON PLAZA I&II, LLC ("LANDLORD")
                                       AND
                            TALK.COM, INC. ("TENANT")

                               TENANT IMPROVEMENTS
                               -------------------

1.   Landlord  shall  deliver,  and Tenant shall accept, the Premises in "as is"
     condition.

2.   Tenant  shall  be  solely  responsible  for  the purchase, construction and
     installation  of  any  and  all  leasehold  improvements  to  the  Premises
     (hereinafter,  "Tenant's Work"), in accordance with this Exhibit B. Subject
     to payment of the Tenant Improvement Allowance (as defined below), Tenant's
     Work  shall  be  performed  at  Tenant's  sole  expense.  Tenant  shall use
     reasonable  efforts  to  complete  Tenant's  Work  promptly  and  without
     unnecessary  delay.

3.   As  of  the  date  of this Lease, Tenant plans only to paint and carpet the
     Premises. Tenant shall not make any improvements to the Premises other than
     paint  and  carpet unless Landlord has received and reviewed plans for such
     additional improvements, which approval shall not be unreasonably withheld,
     conditioned  or  delayed.  If requested by Landlord in connection with such
     additional improvements. Landlord and Tenant shall enter into a work letter
     agreement  in  form  and  substance  acceptable  to  both  parties.

4.   Landlord  shall  pay  to  Tenant  an  allowance  (the  "Tenant  Improvement
     Allowance")  equal  to Thirty One Thousand Two Hundred Sixty Two and 25/100
     Dollars  ($31,262.25)  (which  is  calculated  as  Three and 65/100 Dollars
     ($3.65)  per  rentable square foot of the Premises), and Tenant agrees that
     the  Tenant  Improvement  Allowance shall be applied solely to pay costs of
     Tenant's  Work in the Premises and permitted tenant improvement costs under
     the Lease. Such allowance shall be paid to Tenant upon receipt and approval
     by Landlord of invoices for labor and materials evidencing the Tenant Work.
     Notwithstanding  anything to the contrary in this Lease. Tenant agrees that
     at  least  $1.00 of each $3.65 of the Tenant Improvement Allowance shall be
     spent  on  "direct"  tenant  improvements  (i.e. paint and carpeting of the
     Premises)  and  that  not  more  than  $2.65  of  each  $3.65 of the Tenant
     Improvement  Allowance  shall  be  spent  on "indirect" tenant improvements
     costs  (i.e.  furniture,  fixtures  and  equipment  for  the  Premises).

5.   Tenant  agrees  that  all  Tenant's  Work  will  be performed in a good and
     workmanlike  manner,  and  that  Tenant  shall cause its contractors to use
     reasonable and diligent efforts not to interfere with ongoing operations in
     the  Premises  and  building.  Tenant's  contractor(s)  shall be adequately
     insured.  Without  limiting  the  foregoing,  Tenant  agrees  to  cause its
     contractor  to use reasonable and diligent efforts to minimize excess noise
     and  to  keep all work areas reasonably clean and free of trash and debris.

<PAGE>

                                    EXHIBIT C

                        DECLARATION OF LEASE COMMENCEMENT

     THIS DECLARATION is attached to and made a part of that sertain Lease dated
the  ___ day of ________, 2000 ("Lease") by and between RESTON PLAZA I & II, LLC
("Landlord")  and  TALK.COM,  INC.  ("Tenant").

     Landlord  and  Tenant  are parties to the Lease. All capitalized terms used
herein  shall  have the same meaning as was ascribed to such terms in the Lease,
unless  otherwise  indicated.

     Landlord  and Tenant do hereby declare that (a) the Suite #210 Commencement
Date is hereby established to be ____, ___; (b) the Suite #250 Commencement Date
is  hereby  established  to  be ____, ___ and (c) the Lease Term shall expire on
______,  ____ unless the Lease is earlier terminated as may be provided therein.
The  Lease  is  in full force and effect as of the date hereof, and Landlord had
fulfilled  all  of  its  obligations under the Lease required to be fulfilled by
Landlord  on  or  prior  ro  such  date.

     IN  WITNESS WHEREOF Landlord and Tenant have excuted this Declaration under
seal  on  this  ____day  of  ______,  2000.

                                        LANDLORD:

                                        RESTON  PLAZA  1  &  11, LLC, a Delaware
                                        limited  liability  company,  its
                                        authorized  member

                                        By:  Principal  Office Investors, LLC, a
                                             Delaware limited liability company,

                                            By:  Principal Life Insurance
                                                 Company, an Iowa corporation,
                                                 its authorized member

                                                By:-------------------
                                                Its:------------------

                                                By:-------------------
                                                Its:------------------

                                        TENANT:

                                        TALK.COM,  INC.  a  Delaware corporation

                                        By:  /s/ William McGrath  (seal)
                                        Its: SVP HR and Administration



<PAGE>
                                    EXHIBIT D

                              RULES AND REGULATIONS

     1.  The  sidewalks,  lobbies, halls and passages shall not be obstructed by
any  of  the tenants nor used by them for any other purpose than for ingress and
egress to and from their respective offices, nor shall they be used as a waiting
or  lounging place for tenants' employees or those having business with tenants.
The  halls,  passages  and  roof  are not for the use of the general public, and
Landlord  retains  in  all  cases the right to control and prevent access to any
part of the Building of all persons whose presence, in the judgement of Landlord
or  Landlord's  employees  or propert manager, may be prejudicial to the safety,
character,  reputation  or  interests of the Building and it tenants. In case of
invasion,  mob,  riot,  public excitements or other commotion, Landlord reserves
the  right  to  prevent access to the Building during the continuance of same by
closing  the  door or otherwise, for the safety of tenants and the protection of
property  in  the  Building.  During  other  than  business hours, access to the
Building may also be refused, unless the person seeking admission is identified,
and  the  production  of  a  key  to  the  Premises may in addition be required.
Landlord shall in no case be liable in damages for the admission or exclusion of
any  person  from  the Building. No Tenant or its employees or invitees shall go
upon  the  roof  of  the  Building  without  the  express  consent  of Landlord.

     2.  The  floors, walls, partitions, skylights, windows, doors, and transoms
that  reflect  or admit light into passageways or into any place in the Building
shall  not be covered or obstructed by any of the tenants except as provided for
herein; provided, however, that tenants may install curtains or draperies on the
windows. The toilet rooms, sinks and other water apparatus shall not be used for
any  purpose other than those for which they were constructed, and no sweepings,
rubbish, rags, ashes, chemicals or refuse shall be thrown or placed therein. The
cost  of  any  damage  resulting  from  such  misuse or abuse shall be borne and
immediately  paid  by  tenant  by  whom or by whose employees it shall have been
caused.

     3. Except as provided in Tenant's lease, nothing shall be places by tenants
or their employees on the outside of the Building with the exception of one sign
which  shall  conform  with  existing  tenant  signs  and be subject to Landlord
approval.

     4.  No  tenant  sign  and/or building standard sign,advertisement or notice
shall  be  inscribed, painted or affixed on any part of the outside or inside of
the  Building,  unless  of  such character, color, size and material and in such
places  as  shall  be  first  designated  by Landlord in writing. A sign painter
authorized by Landlord will do such work at Tenant's expense. Nowithstanding the
foregoing, Tenant at its own cost and expense, shall have the right to install a
sign  on  the exterior similar to the existing signs on the Building and subject
to  Landlord's  approval.

     5.  Tenants  will  see  that  the  windows  are closed and the doors to the
Premises  are  securely  locked  each  day  before  leaving  the  Building.

     6.  Tenants, their employees or other shall not make or commit any improper
noises  or disturbances of any kind in the Building, nor smoke in the elevators,
mark  or  defile  the  elevators, bathrooms or the walls, windows, doors, or any
other  part  of the Building, nor interfere in any way with the other tenants or
those having business in the Building. Tenants shall be liable for all damage to
the  Building  done  by  their  employees  or  agents.

     7.  No tenant shall sweep or throw or permit to be swept or thrown from the
Premises  any  dirt  or  other  substances  into  any of the corridors or halls,
elevators  or  stairways  of  the  Building,  or  into any of the lightshafts or
venilators  thereof.

     8.  No animals shall be kept in or about the Premises except those used for
laboratory  purposes.

     9.  If  the tenants desire to introduce signaling, telegraphic, telephonic,
or  other  wires  and  instruments.  Landlord will direct the electricians as to
where and how the same are to be placed: and without such direction, no placing,
boring or cutting for wires will be permitted. Landlord retains in all cases the
right  to require the placing and using of such electrical protecting devices to
prevent  the  transmission  of excessive currents of electricity into or through
the  Building,  to  require  the  changing  of  wires  and  of their placing and
arrangements  underground  or  otherwise  as  Landlord  may  direct, and further
require  compliance  by  tenants or by those furnishing service by or using such
wires  or  by others with directions, requirements or rules. Landlord shall have
the  right  to  immediately  using  such wires or by others with the directions,
requirements  or  rules.  Landlord  shall  have  the  right  to immediately cut,
displace  and  prevent  the use of such wires. Notice requiring such changing of
wires  and  their  replacing  and

<PAGE>

Rearrangement  given by Landlord to any company or individual furnishing service
by  means  such  wires to any tenant shall be regarded as notice to such tenants
and  shall  take  effect immediately.  All wires used by tenants must be clearly
tagged  at  the  distributing  boards  and  junction  boxes and elsewhere in the
Building  with the number of the office to which said wires lead and the purpose
for  which  said  wires  respectively  are  used, together with the names of the
company  operating  same.

     10.  No  Varnish,  stain,  paint,  linoleum,  oil-cloth,  rubber  or  other
air-tight  covering  shall be laid or put upon the floors, nor shall articles be
fastened  to  or  holes  drilled  or nails or screws driven into walls, doors or
partitions;  or  shall  the  walls, doors, or partitions be painted, papered, or
otherwise  covered  or  in  any way marked or broken; nor shall machinery of any
kind  be  operated on the Premises; nor shall any tenant use any other method of
heating  than  that  provided  by  Landlord,  without the written consent of the
Landlord.

     11. The delivery of materials and other supplies to tenants in the Building
will  be  permitted  only  under  the direction, control, and supervision of the
Landlord. Delivery of cash is specifically exempted from the Landlord's control.

     12.  The  use  of  the  Premises  as  sleeping  apartments  is  prohibited.

     13.  The  above  rules and regulations or any further rules and regulations
are  for  the  exclusive benefit of and enforceable only by Landlord herein, and
they shall not inure to the benefit of Tenant herein as against other tenants or
in  favor  of  other tenants against Tenant herein; nor does Landlord warrant to
enforce  them  against  other tenants; provided, however , that Landlord, in any
enforcement  of  the  said  rules  and  regulations