<PAGE>
                                                                  EXHIBIT 10.26

                            AGREEMENT OF LEASE
                             BY AND BETWEEN
                         22 LIGHT STREET, LLC.
                                  and
                         On-Site Sourcing, Inc.

SECTION                    HEADING                    PAGE

1          Summary of Key Terms                        3

2          Term                                        3

           2.1.1 Original Term                         3

           2.2   Surrender                             4

           2.3   Holding Over                          4

3          Commencement Date                           4

4          Rent                                        4

           4.1.1  Base Rent                            4

           4.1.2  Additional Rent                      4

           4.1.3  Rental Abatement                     4

           4.1.4  Real Estate Tax Base Year            4

           4.1.5  Operating Costs Base Year            5

           4.1.6  Payment of Passthrough Expenses      5

           4.1.7  Landlord's Right to Estimate         5

           4.2    When due and payable                 5

           4.3    Where payable                        5

           4.4    Advance Rent                         6

           4.5    Security Deposit                     6

5          Use of Premises                             6

6          Tenant's Proportionate Share                6

7          Utilities                                   6

8          Insurance and Indemnification               6

           8.1    Increase in Risk                     6

           8.2    Insurance to be maintained by        6
                  Tenant

           8.3    Insurance to be maintained by        6
                  Landlord

           8.4    Waiver of subrogation                7

           8.5    Liability of parties                 7

9          Improvements to Premises                    7

           9.1    By Landlord                          7

           9.2    Acceptance of Possession             7

           9.3    By Tenant                            7

           9.4    Mechanics Liens                      7

           9.5    Fixtures                             8

           9.6    Materials Used                       8

10         Maintenance and Services                    8

           10.1   Janitorial and Trash Removal         8

           10.2   Maintenance by Tenant                8

           10.3   Maintenance by Landlord              8

11         Landlord's Right of Entry                   8

<PAGE>

12         Fire and other Casualties                   8

           12.1   General                              8

           12.2   Substantial Destruction              8

           12.3   Tenant's Negligence                  9

13         Condemnation                                9

           13.1   Right to Award                       9

           13.2   Effect of Condemnation               9

14         Assignment & Subletting                    10

15         Subordination; Attornment & Non-           10
           Disturbance

           15.1   Subordination                       10

           15.2   Attornment & Non-Disturbance        10

16         Default                                    10

           16.1   Definition                          10

           16.2   Notice to Tenant; Grace Period      11

           16.3   Landlord's Right on Event of        11
                  Default

           16.4   Default by Landlord                 12

17         Estoppel Certificate                       12

18         Quiet Enjoyment                            13

19         Relocation Clause                          13

20         Notices                                    13

21         General                                    13

           21.1   Effectiveness                       13

           21.2   Complete Understanding              13

           21.3   Amendment                           13

           21.4   Applicable Law                      13

           21.5   Waiver                              13

           21.6   Time of Essence                     13

           21.7   Headings                            13

           21.8   Definitions                         13

           21.9   Exhibits                            14

           21.10  Severability                        14

           21.11  Definition of "the Tenant"          14

22         Deliveries                                 14

23         Expansion Options                          14

24         Miscellaneous                              14

           Signature Page                             15

<PAGE>

                            AGREEMENT OF LEASE

     THIS AGREEMENT OF LEASE (hereinafter referred to as "this Lease"), made 
this 25th day of August, 1997, by and between 22 Light Street, LLC, a Limited 
Liability Company organized and existing under the law of Maryland having an 
address at 31 Light Street (hereinafter referred to as "the Landlord"), and 
On-Site Sourcing, Inc., existing under the law of _________________ having a 
primary address at ____________________ (hereinafter referred to as "the 
Tenant"),

     WITNESSETH, THAT FOR AND IN CONSIDERATION of the mutual entry into this 
Lease by the parties hereto, and for other good and valuable consideration, 
the receipt and adequacy of which are hereby acknowledged by each party 
hereto, the Landlord hereby leases to the Tenant and the Tenant hereby leases 
from the Landlord all of that real property in Baltimore City, Maryland, 
which consists of the space containing approximately 5,079 rentable square 
feet of floor area shown outlined on a plat attached hereto as Exhibit A 
(hereinafter referred to as "the Premises") and located in a building 
(hereinafter referred to as "the Building") at 22 Light Street in Baltimore, 
Maryland, on a tract of land (hereinafter referred to as "the Land") and any 
other buildings or improvements thereon being hereinafter referred to 
collectively as "the Property"),

     SUBJECT TO THE OPERATION AND EFFECT of any and all instruments and 
matters of record or in fact,

     UPON THE TERMS AND SUBJECT TO THE CONDITIONS which are hereinafter set 
forth:

     Section 1. SUMMARY OF KEY TERMS

             a) Landlord:   22 Light Street, LLC

             b) Tenant:     On-Site Sourcing, Inc.

             c) Premises:   Suite 200 of 22 Light Street, containing 
                            approximately 5,079 rentable square feet

             d) Term:       10 Years, 4 Months beginning on October 15, 1997

             e) Base Rental Rate:  $15.00 per rentable square foot

             f) Rental Concession: Tenant will be responsible for rental 
             payments during Year 1 based on 3,500 rentable square feet. 
             Commencing on Year 2, Tenant will pay rental based on its
             square footage of 5,079 rentable square feet for the
             remainder of the lease term.

             g) Tenant's Operating Costs Percentage:  11.1%

             h) Annual Base Rental Increase: 3% annual increase

             i) Tenant Improvement: Landlord will build out space as 
             stipulated in Section 9.1 and Exhibit A.

             j) Security Deposit: 1 month rent equalling $6,348.75

             k) Advance Rent: 1 month equalling $4,375.00

             l) Real Estate Tax Base Year:  1998

             m) Operating Expense Base Year: 1998

             n) Utilities: Directed metered and/or billed to Tenant

             o) Rental Abatement: The initial two and one half months of
             the lease term (October 15, 1997 - December 31, 1997) shall be 
             rent free plus January and February of 1999 shall be rent free.

     Section 2. TERM.

     2.1  LENGTH.

           2.1.1. ORIGINAL TERM. This Lease shall be for a term (hereinafter 
referred to as the ("Original Term") (a) commencing on October 15, 1997, 
(hereinafter referred to as the "Commencement Date" and (b) terminating at 
11:59 o'clock P.M., local time, on the day immediately preceding the tenth 
(10th) year fourth (4th) month anniversary of the first (1st) day of the 
first (1st) full calendar month during the Term (hereinafter referred to as 
the ("Termination Date"). Such termination date is February 14, 2007.

                                   -3-

<PAGE>

     2.2. SURRENDER. The Tenant shall at its expense, at the expiration of the 
Term or any earlier termination of this Lease, (a) promptly surrender to the 
Landlord possession of the Premises (including any fixtures or other 
improvements which, under the provisions of Section 5, are owned by the 
Landlord) in good order and repair damages reasonably beyond the Tenant's 
control and ordinary wear and tear excepted) and broom clean, (b) remove 
therefrom the Tenant's signs, goods and effects and any machinery, trade 
fixtures and equipment which are used in conducting the Tenant's trade or 
business and are not owned by the Landlord, and (c) repair any substantial 
damage to the Premises or the Building caused by such removal.

     2.3  HOLDING OVER. If the Tenant continues to occupy the Premises after 
the expiration of the term or any earlier termination of this Lease without 
having obtained the Landlord's express, written consent thereto, then without 
altering or impairing any of the Landlord's rights under this Lease or 
applicable law, (a) the Tenant hereby agrees to pay to the Landlord 
immediately on demand by the Landlord, as Rent for the Premises, for each 
calendar month or portion thereof after such expiration of the Term or such 
earlier termination of this Lease, as aforesaid, until the Tenant surrenders 
possession of the Premises to the Landlord, a sum equaling one hundred 
twenty-five percent (125%) of the amount of the monthly Base Rent and 
Additional Rent which would have been due and payable under the provisions of 
the Lease and (b) the Tenant shall surrender possession of the Premises to 
the Landlord immediately on the Landlord's having demanded the same. Nothing 
in the provisions of this Lease shall be deemed in any way to give the Tenant 
any right to remain in possession of the Premises after such expiration or 
termination, regardless of whether the Tenant has paid any such Rent to the 
Landlord.

Section 3.  COMMENCEMENT DATE.

     3.1  The Commencement Date is October 15, 1997. In the event this lease 
is executed later than August 15, 1997, then the commencement date may be 
extended, at Landlord's sole option, on a day by day basis whereas the 
Premises will be ready for occupancy 60 days after lease execution. In the 
event the Premises is not ready for occupancy within 60 days after lease 
execution, then Landlord will use commercially reasonable efforts to complete 
the tenant improvements as expeditiously as possible thereafter.

Section 4. BASE RENTAL RATE.

     4.1  AMOUNT. As rent for the Premises (all of which is hereinafter 
referred to collectively as "Rent"), the Tenant shall pay to the Landlord all 
of the following:

          4.1.1. BASE RENT. An annual base rent (hereinafter referred to as 
"the Base Rent") which

                 (a) the base rental rate for the initial 12 months of the 
Lease Term commencing on October 15, 1997 through October 14, 1998 is $15.00 
per rentable square foot. The rental rate shall increase 3% annually during 
the course of the lease term.

                 (b) the Tenant will pay rental for Year 1 of the lease based 
on 3,500 rentable square feet. The Year 1 annual payment is $52,500. 
Commencing in Year 2, the tenant will pay rental based on 5,079 rentable 
square feet.

                 (c) for the initial Lease Year 1 Commencing October 15, 1997 
through October 14, 1998 during the Original Term, is in the sum of $52,500. 
If the Term commences on a day other than the first (1st) day of a calendar 
month), for the initial Lease Year Tenant shall pay one 
three-hundred-sixty-fifth (1/365) of such sum for each day of such calendar 
month falling within the Term; and

                 (d) for each Lease Year thereafter during the Term, the 
rental rate shall increase in a sum equaling a 3% annual increase to the Base 
Rental Rate as compared to the previous years rental rate. For instance, the 
initial lease year rental rate is $15.00 per rentable square foot, the second 
lease year rental rate shall increase by 3% to $15.45 per rentable square 
foot ($15.00 x 1.03%), the third lease year shall increase to $15.91 (15.45 x 
1.03%) per rentable square foot and so on.

                 (e) the rental payment for Year 2 commencing on October 15, 
1997 to October 14, 1998 is $78,470.55 (5,079 rentable square feet x $15.45). 
The annual rental payment shall increase by 3% per year thereafter.

          4.1.2. ADDITIONAL RENT. Additional rent (hereinafter referred to as 
"Additional Rent") in the amount of any payment referred to as such in any 
provision of this Lease which accrues while this Lease is in effect (which 
Additional Rent shall include any and all charges or other amounts which the 
Tenant is obligated to pay to the Landlord under any of the provisions of 
this Lease, other than the Base Rent).

          4.1.3. RENTAL ABATEMENT. The initial two and one half months of the 
lease term shall be rent free and January, 1999 and February 1999 shall be 
rent free.

          4.1.4. REAL ESTATE TAX BASE YEAR. Tenant covenants and agrees to 
pay to the Landlord, in addition to the Base Rent hereinabove provided, its 
proportionate share of any increase in real estate taxes and other 
assessments levied on the Premises and Improvements during the term of the 
Lease, or any renewal thereof, in excess of the real estate taxes levied 
against the building for tax year July 1, 1997 to June 30, 1998. Landlord 
shall furnish

                                   -4-

<PAGE>

to Tenant a copy of each bill for taxes or other assessments which Tenant is 
required to pay. Tenant shall pay to Landlord, any sums due hereunder on 
demand and Landlord shall pay the taxes directly to the taxing authority. 
Tenant shall have the right, at its own expense, to protest any assessment 
increase upon the demised Premises. Tenant shall make any such protest in 
Landlord's name and Landlord will cooperate with Tenant in making and 
completing such protests. For calculation purposes, Base Year Real Estate 
Taxes shall reflect a fully assessed building.

          4.1.5. OPERATING COSTS BASE YEAR: Tenant covenants and agrees to 
pay as additional rent during the term of this Lease (and any renewal) its 
proportionate share of the costs and expenses incurred by Landlord in 
connection with the operation and maintenance of the Premises, Building and 
the Property (hereinafter "Operating Costs") over an actual amount for 
Operating Costs for calendar year 1998. The aforegoing Operating Costs shall 
be limited to those costs and expenses incurred by Landlord in (a) janitorial 
services (b) building insurance (c) property management fees (d) fire 
protection and fire systems monitoring (e) common area lighting (f) water and 
sewer service (g) elevator service (h) trash removal (i) security system 
operation (j) changes or fees for governmental permits (k) premiums for 
hazard, liability, worker's compensation or similar insurance upon any or all 
of the Property and (l) the cost of any other items which, under generally 
accepted accounting principals consistently applied from year to year with 
respect to the Property, constitute operating or maintenance costs 
attributable to any or all of the Property and shall exclude costs associated 
with the renovation of the Property including but not necessarily limited to 
the roof, structural supports and facade.

          4.1.6. PAYMENT OF PASSTHROUGH EXPENSES. After the end of each 
calendar year during the Term, the Landlord shall compute the total of the 
Operating Costs incurred for all of the Property during such calendar year, 
and shall compare Operating Costs to that of the Base year Operating Costs. 
In the event the Operating Costs for any given year exceed the Operating 
Costs of the Base Year then Tenant will pay to Landlord the difference, based 
on its proportionate share of space leased. Such difference shall be paid to 
Landlord within thirty (30) days after demand by the Landlord. Such demand 
will be provided in accordance with Lease Section 20 and accompanied by a 
statement setting forth such Operating Costs and itemized Building expense 
statements for the Base Year and year(s) for which Tenant is being billed.

          4.1.7. LANDLORD'S RIGHT TO ESTIMATE. Anything contained in the 
foregoing provisions of this subsection to the contrary notwithstanding, the 
Landlord may, at its discretion, (a) make from time to time during the Term a 
reasonable estimate of the Additional Rent which may become due under such 
provisions for any calendar year, (b) require the Tenant to pay to the 
Landlord for each calendar month during such year one twelfth (1/12) of such 
Additional Rent, at the time and in the manner that the Tenant is required 
hereunder to pay the monthly installment of the Base Rent for such month, and 
(c) at the Landlord's reasonable discretion, increase or decrease from time 
to time during such calendar year the amount initially so estimated for such 
calendar year, all by giving the Tenant written notice thereof, provided in 
accordance with Lease Section 19 accompanied by a schedule setting forth in 
reasonable detail the expenses comprising the Operating Costs, as so 
estimated. In such event, the Landlord shall cause the actual amount of such 
Additional Rent to be computed and certified to the Tenant within 120 days 
after the end of such calendar year, and the Tenant or the Landlord, as the 
case may be, shall promptly thereafter pay to the other the amount of any 
deficiency or overpayment therein, as the case may be.

     4.2. WHEN DUE AND PAYABLE

          4.2.1. The Base Rent for any Lease Year shall be due and payable in 
twelve (12) consecutive, equal monthly installments, in advance, on the first 
(1st) day of each calendar month during such Lease Year. For instance, the 
annual rental payments for the first year of the lease is $52,500; therefore, 
rental payments for year one will be payable in 12 equal monthly payments of 
$4,375 on the first day of each calendar month.

          4.2.2. Any Additional Rent accruing under any provision of this 
Lease shall, except as is otherwise set forth herein, be due and payable when 
the installment of the Base Rent next falling due after such Additional Rent 
accrues becomes due and payable.

          4.2.3. Each such payment shall be made promptly when due, without 
any deduction or setoff whatsoever, and without demand. Any payment made by 
the Tenant to the Landlord on account of Rent may be credited by the Landlord 
to the payment of any Rent then past due before being credited to Rent 
currently falling due. Any such payment which is less than the amount of Rent 
then due shall constitute a payment made on account thereof, the parties 
hereto hereby agreeing that the Landlord's acceptance of such payment 
(whether or not with or accompanied by an endorsement or statement that such 
lesser amount or the Landlord's acceptance thereof constitutes payment in 
full of the amount of Rent then due) shall not alter or impair the Landlord's 
rights hereunder to be paid all of such amount then due, or in any other 
respect.

     4.3. WHERE PAYABLE. The Tenant shall pay the Rent, in lawful currency of 
the United States of America, to the Landlord by delivering or mailing it to 
the Landlord's address which is 31 Light Street, Suite 200, Baltimore, 
Maryland 21202 set forth hereinabove, or to such other address or in such 
other manner as the Landlord from time to time specifies by written notice to 
the Tenant.

                                   -5-

<PAGE>

     4.4. ADVANCE RENT. Upon execution of this lease, Tenant agrees to pay to 
Landlord one (1) month of advance rent in the amount of $4,375.00. Such 
advance rent shall be applied towards rental payments for January 1998.

     4.5. SECURITY DEPOSIT. Upon execution of the lease, tenant agrees to pay 
to Landlord a security deposit in the amount of $6,348.75.

Section 5. USE OF PREMISES.

     5.1. The Tenant shall, throughout the Term, occupy and use the Premises 
for and only for general office purposes and general photo copying services.

     5.2. In its use of the Premises and the remainder of the Property, the 
Tenant shall not violate any applicable law, ordinance or regulation, and 
shall comply with all applicable laws relating to its specific occupancy and 
use of the Premises.

Section 6. TENANT'S PROPORTIONATE SHARE

     For calculation purposes, the Tenant's proportionate share of office 
space leased is 11.7% of the entire office area. Such determination is 
calculated based on Tenant's rentable square footage (5,079 share feet) 
divided by the total rentable square footage of office space on floors 2-6 
which is 43,320 square feet.

Section 7. UTILITIES

     a) Tenant shall pay all costs of electricity, gas, power, telephone and 
other utilities used or consumed on their premises located within Tenant's 
suite of 22 Light Street, and there shall be no obligation of the Landlord to 
furnish same. Notwithstanding the aforegoing. Tenant agrees to maintain 
sufficient heat within the Premises so that the sprinkler system remains in 
operation at all times. The Landlord may have Tenant's premises separately 
metered. In the event the above utilities are not separately metered and/or 
billed, Tenant shall pay its proportionate share of said utilities based on 
an allocation to be made by the Landlord in the exercise of reasonable 
judgement.

     b) Landlord shall, under no circumstances, be liable to Tenant, in 
damages or otherwise, for any interruption in the service of water, 
electricity, gas, heating, air-conditioning or other utilities or services 
caused by an unavoidable delay, by the making of any necessary repairs or 
improvements or by any cause beyond Landlord's reasonable control.

Section 8. INSURANCE AND INDEMNIFICATION.

     8.1. INCREASE IN RISK. The Tenant (a) shall not do or permit to be done 
any act or thing as a result of which either (i) any policy of insurance of 
any kind covering (1) any or all of the Property or (2) any liability of the 
Landlord in connection therewith may become void or suspended, or (ii) the 
insurance risk under any such policy would (in the opinion of the insurer 
thereunder be made greater; and (b) shall pay as Additional Rent the amount 
of any increase in any premium for such insurance resulting from any breach 
of such covenant, within ten (10) days after the Landlord notifies the Tenant 
in writing of such increase.

     8.2. INSURANCE TO BE MAINTAINED BY TENANT.

          8.2.1. The Tenant shall maintain at its expense, throughout the 
Term, insurance against loss or liability in connection with bodily injury, 
death, property damage or destruction, occurring within the Premises or 
arising out of the use thereof by the Tenant or its agents, employees, 
officers, subtenants, invitees, visitors and guests, under one or more 
policies of general public liability insurance having such limits as to each 
as are reasonably required by the Landlord from time to time, but in any 
event of not less than (a) Two Million Dollars ($2,000,000) for bodily injury 
to or death of any person or persons and damage to property. Each such policy 
shall (a) name Tenant as the insured thereunder and the Landlord (and, at the 
Landlord's request, any Mortgagee), as additional insureds, (b) by its terms, 
be considered primary and non-contributory with respect to any other 
insurance carried by the Landlord or its successors and assigns, (c) by its 
terms, be cancelable only on at least thirty (30) days' prior written notice 
to the Landlord (and, at the Landlord's request, any such Mortgagee), and (d) 
be issued by an insurer of recognized responsibility licensed to issue such 
policy in Maryland.

     8.2.2. (a) At least five (5) days before the Commencement Date, the 
Tenant shall deliver to the Landlord a certificate of such policy and (b) at 
least thirty (30) days before any such policy expires, the Tenant shall 
deliver to the Landlord a certificate of a replacement policy therefor; 
provided, that so long as such insurance is otherwise in accordance with the 
provisions of this Section, the Tenant may carry any such insurance under a 
blanket policy covering the Premises for the risks and in the minimum amounts 
specified in paragraph 8.2.1, in which event the Tenant shall deliver to the 
Landlord two (2) insurer's certificates therefor in lieu of an original or a 
copy thereof, as aforesaid.

     8.3. INSURANCE TO BE MAINTAINED BY LANDLORD. The Landlord shall maintain 
throughout the Term all-risk

                                      -6-

<PAGE>

fire and extended coverage insurance upon the Building, in at least such 
minimum amounts and having at least such forms of coverage as are required 
from time to time by the Landlord's lender. The cost of the premiums for such 
insurance and of each endorsement thereto shall be deemed, for purposes of 
the provisions of Section 4.1.4., to be a cost of operating and maintaining 
the Property.

     8.4. WAIVER OF SUBROGATION. If either party hereto is paid any proceeds 
under any policy of insurance naming such party as an insured, on account of 
any loss or damage, then such party hereby releases the other party hereto, 
to and only to the extent of the amount of such proceeds, from any and all 
liability for such loss or damage, notwithstanding that such loss, damage or 
liability may arise out of the negligent or intentionally tortious act or 
omission of the other party, its agents or employees; provided, that such 
release shall be effective only as to a loss or damage occurring while the 
appropriate policy of insurance of the releasing party provides that such 
release shall not impair the effectiveness of such policy or the insured's 
ability to recover thereunder. Each party hereto shall use reasonable efforts 
to have a clause to such effect included in its said policies. In the event 
Landlord is unable to have a Waiver of Suborgation clause in its policy, then 
neither Landlord nor Tenant will be obligated to have such clause in its 
policy.

     8.5. LIABILITY OF PARTIES. Except if and to the extent that such party 
is released from liability to the other party hereto pursuant to the 
provisions of subsection 8.4,

          8.5.1. the Landlord (a) shall be responsible for, and shall defend, 
indemnify and hold harmless the Tenant against and from any and all liability 
or claim of liability arising out of, any injury to or death of any person or 
damage to any property, occurring anywhere upon the Property, if, only if and 
to the extent that such injury, death or damage is proximately caused by the 
negligent or intentionally tortious act or omission of the Landlord or its 
agents, officers or employees, but (b) shall not be responsible for or be 
obligated to defend, indemnify or hold harmless the Tenant against or from 
any liability for any such injury, death or damage occurring anywhere upon 
the Property (including the Premises), (i) by reason of the Tenant's 
occupancy or use of the Premises or any other portion of the Property, or 
(ii) because of fire, windstorm, act of God or other cause unless proximately 
caused by such negligent or intentionally tortious act or omission of the 
Landlord, as aforesaid; and

          8.5.2. excluding those situations in which the Landlord is 
obligated to indemnify and hold harmless the Tenant under the provisions of 
paragraph 8.5.1, the Tenant shall be responsible for, and shall defend, 
indemnify and hold harmless the Landlord against and from, any and all 
liability or claim of liability arising out of (a) the use, occupancy, 
conduct, operation or management of the Premises during the Term, or (b) any 
work or thing whatsoever done or not done on the Premises during the Term, or 
(c) any breach or default by the Tenant in performing any of its obligations 
under the provisions of this Lease or applicable law, or (d) any negligent, 
intentionally tortious or other act or omission of the Tenant or any of its 
agents, contractors, servants, employees, subtenants, licensees or invitees 
during the Term, or (e) any injury to or death of any person or damage to any 
property occurring on the Premises during the Term.

Section 9. IMPROVEMENTS TO PREMISES.

     9.1. BY LANDLORD.

     Landlord, at its cost, will buildout the Premises with building standard 
material and within the specifications as outlined in Exhibit A.

     9.2. ACCEPTANCE OF POSSESSION. Except for (a) latent defects or 
incomplete work which would not reasonably have been revealed by an 
inspection of the Premises made for the purpose of discovering the same when 
the Landlord delivers possession of the Premises to the Tenant, and (b) any 
other item of incomplete work set forth on a "punch list" prepared by the 
Tenant and approved in writing by the Landlord before such delivery of 
possession, by its assumption of possession of the Premises the Tenant shall 
for all purposes of the provisions of this Lease be deemed to have accepted 
them and to have acknowledged them to be in the condition called for 
hereunder.

     9.3. BY TENANT. The Tenant shall not make any alteration, addition or 
improvement to the Premises without first obtaining the Landlord's written 
consent thereto and to the identity of the contractor or other person who 
would make the same which, in the case of non-structural alterations, 
additions and improvements only, shall not unreasonably be withheld. If the 
Landlord consents to any such proposed alteration, addition or improvement, 
it shall be made at the Tenant's sole expense and the Tenant shall hold the 
Landlord harmless from any cost incurred on account thereof, and at such time 
and in such manner as not unreasonably to interfere with the use and 
enjoyment of the remainder of the Property by tenant thereof or other person.

     9.4. MECHANICS' LIENS. The Tenant shall (a) immediately after it is 
filed or claimed, have released by bonding or otherwise any mechanics', 
materialman's or other lien filed or claimed against any or all of the 
Premises, the Property, or any other property owned or leased by the 
Landlord, by reason of labor or materials provided for the Tenant or any of 
its contractors or subcontractors (other than labor or materials provided by 
the Landlord pursuant to the provisions of this Lease), or otherwise arising 
out of the Tenant's use or occupancy of the Premises or any other portion of 
the Property, and (b) defend, indemnify and hold harmless the Landlord 
against and from any and all liability, claim of liability or expense 
including, by way of example rather than of limitation, that of reasonable 
attorneys' fees incurred by the Landlord on account of any such lien or claim.

                                      -7-

<PAGE>

     9.5. FIXTURES. Any and all improvements, repairs, alterations and all 
other property attached to or otherwise installed as a fixture within the 
Premises by the Landlord or the Tenant shall, immediately on the completion 
of their installation, become the Landlord's property without payment 
therefor by the Landlord, except that any machinery, equipment or fixtures 
installed by the Tenant at no expense to the Landlord and used in the conduct 
of the Tenant's trade or business rather than to service the Premises or any 
of the remainder of the Building or the Property generally shall remain the 
Tenant's property, and shall be removed by the Tenant at the end of the Term.

     9.6. MATERIALS USED. Any improvements made to the Premises by either 
party hereto shall be made only in a good and workmanlike manner, using new, 
first-class materials.

Section 10. MAINTENANCE AND SERVICES.

     10.1. JANITORIAL AND TRASH REMOVAL.

     10.1.1. The Landlord shall provide janitorial service and trash removal 
service. Landlord shall strip the production area floor on a quarterly basis. 
Tenant will be responsible for the cost of its trash dumpster.

     10.2. MAINTENANCE BY TENANT. The Tenant shall maintain the nonstructural 
parts of the interior of the Premises in good repair and condition, ordinary 
wear and tear excepted. Tenant shall also be responsible for the care and 
cleaning of its production room floor.

     10.3. MAINTENANCE BY LANDLORD. The Landlord shall furnish, supply and 
maintain in good order and repair (a) the roof, structure and remainder of 
the exterior of the Building, (b) any and all hallways, stairways, lobbies, 
elevators, sanitary sewer and water lines and facilities, restroom 
facilities, grounds, sidewalks (including the removal of snow from such 
sidewalks), (c) the plumbing, electrical and HVAC systems within the Building 
including the Premises and other common areas, all if located within the 
Building or the rest of the Property but not within the Premises unless 
stated otherwise in the Lease, all at the Landlord's expense except for so 
much of such expense as is to be borne by the Tenant under the provisions of 
Section 4.1.5. or any other provision of this Lease.

Section 11. LANDLORD'S RIGHT OF ENTRY.

     With reasonable notice except in the case of bona fide emergencies the 
Landlord and its agents shall be entitled to enter the Premises at any time 
during the Tenant's business hours and at any other reasonable time (a) to 
inspect the Premises, (b) to exhibit the Premises to any existing or 
prospective purchaser, tenant or Mortgagee thereof, (c) to make any 
alteration, improvement or repair to the Building or the Premises, or (d) for 
any other purpose relating to the operation or maintenance of the Property; 
provided, that the Landlord use reasonable efforts to avoid thereby 
interfering more than is reasonably necessary with the Tenant's use and 
enjoyment thereof.

Section 12. FIRE AND OTHER CASUALTIES.

     12.1. GENERAL. If the Premises are damaged by fire or other casualty 
during the Term,

          12.1.1. the Landlord shall restore the Premises with reasonable 
promptness taking into account the time required by the Landlord to effect a 
settlement with, and to procure any insurance proceeds from, any insurer 
against such casualty, but in any event within one hundred eighty (180) days 
after the date of such casualty to substantially the condition of the 
Premises immediately before such casualty, and may temporarily enter and 
possess any or all of the Premises for such purpose provided, that the 
Landlord shall not be obligated to repair, restore or replace any fixture, 
improvement, alteration, furniture or other property owned, installed or made 
by the Tenant, but

          12.1.2. the times for commencement and completion of any such 
restoration shall be extended for the period not longer than sixty (60) days 
of any delay occasioned by the Landlord in doing so arising out of any of the 
causes enumerated in the provisions of subsection 9.1. If the Landlord 
undertakes to restore the Premises and such restoration is not accomplished 
within the said period of one hundred eighty (180) days plus the period of 
any extension thereof, as aforesaid, the Tenant may terminate this Lease by 
giving written notice thereof to the Landlord within thirty (30) days after 
the expiration of such period, as so extended; and

          12.1.3. so long as the Tenant is deprived of the use of any or all 
of the Premises on account of such casualty, the Base Rent and any Additional 
Rent payable under the provisions of subsection 4.1.4 shall be abated in 
proportion to the number of square feet of the Premises rendered 
substantially unfit for occupancy by such casualty, unless, because of any 
such damage, the undamaged portion of the Premises is made materially 
unsuitable for use by the Tenant for the purposes set forth in the provisions 
of Section 5, in which event the Base Rent and any such Additional Rent shall 
be abated entirely during such period of deprivation.

     12.2. SUBSTANTIAL DESTRUCTION. Anything contained in the foregoing 
provisions of this Section to the contrary notwithstanding,

          12.2.1. if during the Term the Building is so damaged by fire or 
other casualty that (a) either the

                                      -8-

<PAGE>

Premises or (whether or not the Premises are damaged) the Building are 
rendered substantially unfit for occupancy, as reasonably determined by the 
Landlord, or (b) the Building is damaged to the extent that the Landlord 
reasonably elects to demolish the Building, or if any Mortgagee requires that 
any or all of such insurance proceeds be used to retire any or all of the 
debt secured by its Mortgage, then in any such case the Landlord may elect to 
terminate this Lease as of the date of such casualty, by giving written 
notice thereof to the Tenant within thirty (30) days after such date; and

          12.2.2. in such event, (a) the Tenant shall pay to the Landlord the 
Base Rent and any Additional Rent payable by the Tenant hereunder and accrued 
through the date of such termination, (b) the Landlord shall repay to the 
Tenant any and all prepaid Rent for periods beyond such termination, and (c) 
the Landlord may enter upon and repossess the Premises without further notice.

     12.3. TENANT'S NEGLIGENCE. Anything contained in any provision of this 
Lease to the contrary notwithstanding, if any such damage to the Premises, 
the Building or both are caused by or result from the negligent or 
intentionally tortious act or omission of the Tenant, those claiming under 
the Tenant or any of their respective officers, employees, agents or 
invitees, (a) the Rent shall not be suspended or apportioned as aforesaid, 
and (b) except if and to the extent that the Tenant is released from 
liability therefor pursuant to the provisions of subsection 8.4, the Tenant 
shall pay to the Landlord upon demand, as Additional Rent, the cost of (i) 
any repairs and restoration made or to be made as a result of such damage.

Section 13. CONDEMNATION.

     13.1 RIGHT TO AWARD.

          13.1.1. If any or all of the Premises or the remainder of the 
Property are taken by the exercise of any power of eminent domain or are 
conveyed to or at the direction of any governmental entity under a threat of 
any such taking (each of which is hereinafter referred to as a 
"Condemnation"), the Landlord shall be entitled to collect from the 
condemning authority thereunder this entire amount of any award made in any 
such proceeding or as consideration for such conveyance, without deduction 
therefrom for any leasehold or other estate or right held by the Tenant under 
this Lease.

          13.1.2. The Tenant hereby (a) assigns to the Landlord all of the 
Tenant's right, title and interest, if any, in and to any such award; (b) 
waives any right which it may otherwise have in connection with such 
Condemnation, against the Landlord or such condemning authority, to any 
payment for (i) the value of the then-unexpired portion of the Term, (ii) 
leasehold damages, and (iii) any damage to or diminution of the value of the 
Tenant's leasehold interest hereunder or any portion of the Premises not 
covered by such Condemnation, and (c) agrees to execute any and all further 
documents which may be required to facilitate the Landlord's collection of 
any and all such awards.

          13.1.3. Subject to the operation and effect of the foregoing 
provisions of this Section, the Tenant may seek, in a separate proceeding, a 
separate award on account of any damages or costs incurred by the Tenant as a 
result of any Condemnation of any or all of the Premises, so long as such 
separate award in no way diminishes any award or payment which the Landlord 
would otherwise receive as a result of such Condemnation.

     13.2. EFFECT OF CONDEMNATION.

          13.2.1. If (a) all of the Premises are covered by a Condemnation, 
or (b) any part of the Premises is covered by a Condemnation and the 
remainder thereof is insufficient for the reasonable operation therein of the 
Tenant's business, or (c) any of the Building is covered by a Condemnation 
and, in the Landlord's reasonable opinion, it would be impractical to restore 
the remainder thereof, or (d) any of the rest of the Property is covered by a 
Condemnation and, in the Landlord's reasonable opinion, it would be 
impractical to continue to operate the remainder of the Property thereafter, 
then, in any such event, the Term shall terminate on the date on which 
possession of so much of the Premises, the Building or the rest of the 
Property, as the case may be, as is covered by such Condemnation is taken by 
the condemning authority thereunder, and all Rent (including, by way of 
example rather than of limitation, any Additional Rent payable under the 
provisions of subsection 4.1.4, taxes and other charges payable hereunder 
shall be apportioned and paid to such date.

          13.2.2. If there is a Condemnation and the Term does not terminate 
pursuant to the foregoing provisions of this subsection, the operation and 
effect of this Lease shall be unaffected by such Condemnation, except that 
the Base Rent and any Additional Rent payable under the provisions of 
subsection 4.1.4 shall be reduced in proportion to the square footage of 
floor area, if any, of the Premises covered by such Condemnation.

     13.3. If there is a Condemnation, the Landlord shall have no liability 
to the Tenant on account of any (a) interruption of the Tenant's business 
upon the Premises, (b) diminution in the Tenant's ability to use the 
Premises, or (c) other injury or damage sustained by the Tenant as a result 
of such Condemnation.

     13.4. Except for any separate proceeding brought by the Tenant under the 
provisions of paragraph 13.1.3, the Landlord shall be entitled to conduct any 
such condemnation proceeding and any settlement thereof free of interference 
from the Tenant, and the Tenant hereby waives any right which it otherwise 
has to participate therein.

                                      -9-

<PAGE>

Section 14. ASSIGNMENT AND SUBLETTING.

     a) Tenant shall not assign its interest in nor sublet the Premises in 
whole or in part without the Landlord's prior written consent first had and 
obtained, which consent shall not be unreasonably withheld. In the event the 
Premises are sublet or assigned, Tenant shall continue to be and remain 
liable to the Landlord for the performance of all it its obligations, 
covenants and conditions of this Lease, notwithstanding the fact that the 
assignment or subletting is made with the Landlord's consent. Any assignment 
or sale under execution or other legal process or by virtue of bankruptcy or 
insolvency not in the ordinary course of business, or the appointment of a 
trustee or a receiver, voluntarily or involuntarily, by operation of law or 
otherwise, shall be deemed an assignment within the meaning of this section. 
Notwithstanding the aforegoing, Tenant shall have the right to assign this 
Lease or any of its rights hereunder or sublease any or all of the Premises 
to any subsidiary, affiliate or related company of the Tenant without the 
consent of the Landlord.

      b) Tenant shall pay to Landlord, all reasonable costs and expenses, 
including reasonable attorney's fees incurred by Landlord, in connection with 
any subleasing of the Premises or any part thereof or any assignment of this 
Lease by the Tenant, such subletting or assignment being subject to the prior 
written consent of the Landlord as hereinabove provided. In the event 
Landlord gives Tenant consent for subleasing of the Premises or assignment of 
this Lease, that consent shall not be considered as consent to any future 
assignment or subletting.

     c) In the event Tenant assigns this Lease or any of its rights hereunder 
or subleases any or all of the Premises, and Landlord consents to such 
assignment or sublease, Tenant shall furnish to Landlord as part of said 
consent request the proposed terms of the assignment of sublease. In the 
event that the amount of base rent received by Tenant as Sublessor or 
Assignor is greater than the Base Rent paid by Tenant under Section 4 
hereunder, such amount above the base rental payments and additional rent 
shall be shared equally between Landlord and Tenant after deducting any 
marketing or Tenant Improvement costs incurred by Tenant. Such sum is due 
Landlord (1) in the event of a sum paid Tenant for its rights under this 
Lease, immediately at the commencement of such assignment of sublease; or (2) 
payable monthly on the same date the Base Rent under this Lease is due.

Section 15. SUBORDINATION; ATTORNMENT AND NON-DISTURBANCE.

     15.1 SUBORDINATION. This Lease shall be subject and subordinate to the 
lien, operation and effect of each mortgage, deed of trust, ground lease 
and/or other, similar instrument of encumbrance now or at any time hereafter 
during the Term covering any or all of the Premises or the remainder of the 
Property and each renewal, modification, consolidation, replacement or 
extension thereof (each of which is herein referred to as a "Mortgage"), all 
automatically and without the necessity of any action by either party hereto.

     15.2 ATTORNMENT AND NON-DISTURBANCE. The tenant shall, promptly after 
receipt of written notice provided in accordance with Lease Section 19 
containing the request of the Landlord or the holder of any Mortgage (herein 
referred to as a "Mortgage"), execute, enseal, acknowledge and deliver such 
further instrument or instruments

          15.2.1. evidencing subordination as the Landlord or such Mortgagee 
deems necessary or desirable, and

          15.2.2. at such Mortgagee's request attorning to such Mortgagee, 
provided that such Mortgagee agrees with the Tenant that such Mortgagee will, 
in the event of a foreclosure of any such mortgage or deed of trust or 
termination of any such ground lease take no action to interfere with the 
Tenant's rights hereunder, except on the occurrence of an Event of Default.

     15.3. Anything contained in the provisions of this Section to the 
contrary notwithstanding, any Mortgagee may at any time subordinate the lien 
of its Mortgage to the operation and effect of this Lease without obtaining 
the Tenant's consent thereto, by giving the Tenant written notice thereof, in 
which event this Lease shall be deemed to be senior to such Mortgage without 
regard to their respective dates of execution, delivery and/or recordation 
among the Land Records of the said County, and thereafter such Mortgagee 
shall have the same rights as to this Lease as it would have had, were this 
Lease executed and delivered before the execution of such Mortgage.

Section 16. DEFAULT.

     16.1. DEFINITION: As used in the provisions of this Lease, each of the 
following events shall constitute, and is hereinafter referred to as, an 
"Event of Default":

          16.1.1. If the Tenant fails to (a) pay any Rent or any other sum 
which it is obligated to pay by any provision of this Lease, when and as due 
and payable hereunder and without demand therefor, or (b) perform any of its 
other obligations under the provisions of this Lease; or

          16.1.2. if the Tenant (a) applies for or consents to the 
appointment of a receiver, trustee or liquidator of the Tenant or of all or a 
substantial part of its assets, (b) files a voluntary petition in bankruptcy 
or admits in writing its inability to pay its debts as they come due, (c) 
makes an assignment for the benefit of its creditors, (d) files a petition or 
an answer seeking a reorgnization or an arrangement with creditors, or seeks 
to take advantage of any insolvency law, (e) performs any other act of 
bankruptcy, or (f) files an answer admitting the

                                      -10-

<PAGE>

material allegations of a petition filed against the Tenant in any 
bankruptcy, reorganization or insolvency proceeding; or

          16.1.3. if (a) an order, judgment or decree is entered by any court 
of competent jurisdiction adjudicating the Tenant a brankrupt or an 
insolvent, approving a petition seeking such a reorganization, or appointing 
a receiver, trustee or liquidator of the Tenant or of all or a substantial 
part of its assets, or (b) there otherwise commences as to the Tenant or any 
of its assets any proceeding under any bankruptcy, reorganization, 
arrangement, insolvency, readjustment, receivership or similar law, and if 
such order, judgment, decree or proceeding continues unstayed for more than 
sixty (60) consecutive days after any stay thereof expires; or

     16.2. NOTICE TO TENANT; GRACE PERIOD. Anything contained in the 
provisions of this Section to the contrary notwithstanding, on the occurrence 
of an Event of Default the Landlord shall not exercise any right or remedy on 
account thereof which it holds under any provision of this Lease or 
applicable law unless and until

          16.2.1. the Landlord has given written notice thereof to the 
Tenant, and

          16.2.2. the Tenant has failed, (a) if such Event of Default 
consists of a failure to pay money, within ten (10) days thereafter to pay 
all of such money, or (b) if such Event of Default consists of something 
other than a failure to pay money, within thirty (30) days thereafter to cure 
such Event of Default or, if and only if such Event of Default is not 
reasonably curable within such period of thirty (30) days, to proceed within 
such period actively, diligently and in good faith to begin to cure such 
Event of Default and to continue thereafter to do so until it is fully cured.

          16.2.3. No such notice shall be required to be given, and even if 
the Landlord gives such notice the Tenant shall be entitled to no such grace 
period, (1) in any emergency situation in which, in the Landlord's reasonable 
judgment, it is necessary for the Landlord to act to cure such Event of 
Default without giving such notice, or (ii) more than twice during any twelve 
(12) month period.

     16.3. LANDLORD'S RIGHTS ON EVENT OF DEFAULT.

          16.3.1. On the occurrence of any Event of Default, the Landlord may 
subject to the operation and effect of the provisions of subsection 16.2 take 
any or all of the following actions:

               (a) reenter and repossess any or all of the Premises and any 
or all improvements thereon and additions thereto; and/or

               (b) terminate this Lease by giving written notice of such 
termination to the Tenant, which termination shall be effective as of the 
date of such notice or any later date therefor specified by the Landlord 
therein provided, that without limiting the generality of the foregoing 
provisions of this subparagraph 16.3.1(c), the Landlord shall not be deemed 
to have accepted any abandonment or surrender by the Tenant of any or all of 
the Premises or the Tenant's leasehold estate under this Lease unless the 
Landlord has so advised the Tenant expressly and in writing, regardless of 
whether the Landlord has reentered or relet any or all of the Premises or 
exercised any or all of the Landlord's other rights under the provisions of 
this Section or applicable law; and/or

               (c) in the Landlord's own name but either (i) as agent for the 
Tenant, if this Lease has not then been terminated, or (ii) on the Landlord's 
own behalf, if this Lease has then been terminated, relet any or all of the 
Premises with or without any additional premises, for any or all of the 
remainder of the Term or, if this Lease has then been terminated, for any or 
all of the period which would, but for such termination, have constituted the 
remainder of the Term or for a period exceeding such remainder, on such terms 
and subject to such conditions as are acceptable to the Landlord in its sole 
and absolute discretion including, by way of example rather than of 
limitation, the alteration of any or all of the Premises in any manner which, 
in the Landlord's judgment, is necessary or desirable as a condition to or 
otherwise in connection with such reletting, and the allowance of one or more 
concessions or "free-rent" or reduced-rent periods, and collect and receive 
the rents therefor. Anything contained in the provisions of this Lease or 
applicable law to the contrary notwithstanding, (1) the Landlord shall not 
have any duty or obligation to relet any or all of the Premises as the result 
of any Event of Default, or any liability to the Tenant or any other person 
for any failure to do so or to collect any rent or other sum due from any 
such reletting; (ii) the Tenant shall have no right in or to any surplus 
which may be derived by the Landlord from any such reletting, in the event 
that the proceeds of such reletting exceed any Rent, installment thereof or 
other sum owed by the Tenant to the Landlord hereunder; and (iii) the 
Tenant's liability hereunder shall not be diminished or affected by any such 
failure to relet or the giving of any such initial or other concessions or 
"free-rent" or reduced rent period in the event of any such reletting. In 
such event, the Tenant shall pay to the Landlord, at the times and in the 
manner specified by the provisions of Section 2, both (i) the installments of 
the Base Rent and any Additional Rent accruing during such remainder or, if 
this Lease has then been terminated, damages equaling the respective amounts 
of such installments of the Base Rent and any Additional Rent which would 
have accrued during such remainder, had this Lease not been terminated, less 
any monies received by the Landlord with respect to such remainder from such 
reletting of any or all of the Premises, plus (ii) the cost to the Landlord 
of any such reletting (including, by way

                                      -11-

<PAGE>

of example rather than of limitation, any attorneys' fees, leasing or 
brokerage commissions, repair or improvement expenses and the expense of any 
other actions taken in connection with such reletting), plus (iii) any other 
sums for which the Tenant is liable under the provisions of paragraph 16.3 
and the Tenant hereby waives any and all rights which it may have under 
applicable law, the exercise of which would be inconsistent with the 
foregoing provisions of this subparagraph 16.3.1(d); and/or

               (d) cure such Event of Default in any other manner; and/or

               (e) pursue any combination of such remedies and/or any other 
right or remedy available to the Landlord on account of such Event of Default 
under this Lease and/or at law or in equity.

               (f) collect entire amount of rent due for the remainder of the 
lease term at time of default.

          16.3.2. No such expiration or termination of this Lease, or summary 
proceedings, abandonment or vacancy, shall relieve the Tenant of any of its 
liabilities and obligations under this Lease (whether or not any or all of 
the Premises are relet); accordingly, in any such event the Tenant shall pay 
to the Landlord the Rent and all other charges required to be paid by Tenant 
up to the time of such event, and thereafter

               (a) at any time after the expiration or termination of this 
Lease pursuant to this Section 16, in lieu of collecting any further monthly 
installments, as aforesaid, the Landlord shall be entitled to recover from 
the Tenant, and the Tenant shall pay to the Landlord, on demand, damages 
computed in the manner set forth in clause (i) of subparagraph 16.3.2(b), 
minus the amount of any such monthly installments previously recovered from 
the Tenant; and

               (b) in the case of any Event of Default under the provisions 
of paragraphs 16.1.2 or 16.1.3, the Landlord shall immediately and 
automatically, without the necessity of notice or other action by the 
Landlord, become entitled to recover from the Tenant as damages for such 
breach, in addition to any damages or other payments becoming due from the 
Tenant under any other provision of this Lease, an amount equaling the 
difference between the Base Rent and the Additional Rent reserved in this 
Lease from the date of such breach to the date of the expiration of the Term 
and the then-fair and reasonable rental value of the Premises for the same 
period. Such damages shall become due and payable to the Landlord immediately 
upon the occurrence of such Event of Default and without regard to whether 
or, if so, how this Lease is terminated.

          16.3.3. Each party hereto hereby waives any right which it may 
otherwise have at law or in equity to a trial by jury in connection with any 
suit or proceeding at law or in equity brought by the other against the 
waiving party or which otherwise relates to this Lease, as a result of an 
Event of Default or otherwise.

     16.4. DEFAULT BY LANDLORD. If the Landlord violates any of its 
obligations under the provisions of this Lease, the Tenant may (subject to 
the operation and effect of the provisions of paragraph 4.2.3, requiring the 
Tenant to pay all Rent when due, which deduction or set-off whatsoever) 
exercise any right or remedy which it holds on account thereof hereunder, at 
law or in equity; provided, that if any or all of the Premises is then 
subject to any first Mortgage, the Tenant shall not exercise any of its 
rights or remedies on account thereof unless and until it has given written 
notice of its intention to do so, by certified or registered mail, return 
receipt requested, to the Mortgagee under such first Mortgage, specifying 
therein the nature of such default in reasonable detail, and unless such 
Mortgagee has not cured such default on the Landlord's behalf within thirty 
(30) days after such notice is given. See Rider 8

Section 17. ESTOPPEL CERTIFICATE.

     The Tenant shall from time to time, within ten (10) days after being 
requested to do so by written notice provided in accordance with Lease 
Section 19, by the Landlord or any Mortgagee, execute, enseal, acknowledge 
and deliver to the Landlord or, at the Landlord's request, to any existing or 
prospective purchaser, transferee, assignee or Mortgagee of any or all of the 
Premises, the Property, any interest therein or any of the Landlord's rights 
under this Lease an instrument in recordable form,

     17.1. certifying (a) that this Lease is unmodified and in full force and 
effect or, if there has been any modification thereof, that it is in full 
force and effect as so modified, stating therein the nature of such 
modification; (b) as to the dates to which the Base Rent and any Additional 
Rent and other charges arising hereunder have been paid; (c) as to the amount 
of any prepaid Rent or any credit due to the Tenant hereunder; (d) that the 
Tenant has accepted possession of the Premises, and the date on which the 
Term commenced; (e) as to whether, to the best knowledge, information and 
belief of the signer of such certificate, the Landlord or the Tenant is then 
in default in performing any of its obligations hereunder and, if so, 
specifying the nature of each such default; and (f) as to any other fact or 
condition reasonably requested by the Landlord or such other addressee; and

     17.2. acknowledging and agreeing that any statement contained in such 
certificate may be relied upon by the Landlord and any such other addressee.

                                      -12-

<PAGE>

Section 18. QUIET ENJOYMENT.

     The Landlord hereby covenants that the Tenant, on paying the Rent and 
performing the covenants set forth herein, shall peaceably and quietly hold 
and enjoy, throughout the Term, (a) the Premises, and (b) such rights as the 
Tenant may hold hereunder with respect to the remainder of the Property. 
Nothing in the provisions of this Lease shall be deemed to impose upon the 
Landlord any liability on account of any act or failure to act by any person 
other than the Landlord or, where expressly so provided herein, the 
Landlord's agents and employees.

Section 19. INTENTIONALLY OMITTED

Section 20. NOTICES.

     Any notice, demand, consent, approval, request or other communication or 
document to be provided hereunder to a party hereto shall be (a) in writing, 
and (b) deemed to have been provided (i) (1) forty-eight (48) hours after 
being sent as certified or registered mail in the United States mails, 
postage prepaid, return receipt requested, or (2) the next business day after 
having been deposited in time for delivery by such service on such business 
day with Federal Express or another national courier service, or (3) if such 
party's receipt thereof is acknowledged in writing upon having been sent by 
telefax or another means of immediate electronic communication, in each case 
to the address of such party set forth hereinabove or to such other address 
in the United States of America as such party may designate from time to 
time by notice to each other party hereto, or (ii) upon being given by hand 
or other actual delivery with a written acknowledgement of receipt to such 
party. See Rider 14

Section 21. GENERAL.

     21.1. EFFECTIVENESS. This lease shall become effective upon and only 
upon its execution and delivery by each party hereto.

     21.2. COMPLETE UNDERSTANDING. This Lease represents the complete 
understanding between the parties hereto as the subject matter hereof, and 
supersedes all prior written or oral negotiations, representations, 
warranties, statements or agreements between the parties hereto as to the 
same. No inducements, representations, understandings or agreements have been 
made or relied upon in the making of this Lease, except those specifically 
set forth in the provisions of this Lease. Neither party hereto has any right 
to rely on any other prior or contemporaneous representation made by anyone 
concerning this Lease which is not set forth herein.

     21.3. AMENDMENT. This lease may be amended by and only by an instrument 
executed and delivered by each party hereto.

     21.4. APPLICABLE LAW. This Lease shall be given effect and construed by 
application of the law of Maryland, and any action or proceeding arising 
hereunder shall be brought in the courts of Maryland; provided, that if such 
action or proceeding arises under the Constitution, laws or treaties of the 
United States of America, or if there is a diversity of citizenship between 
the parties thereto, so that it is to be brought in a United States District 
Court, it shall be brought in the United States District Court for the 
District of Maryland or any successor federal court having original 
jurisdiction.

     21.5 WAIVER. The Landlord shall not be deemed to have waived the 
excercise of any right which it holds hereunder unless such waiver is made 
expressly and in writing (and no delay or omission by the Landlord in 
excercising any such right shall be deemed a waiver of its future excercise). 
No such waiver made as to any instance involving the excercise of any such 
right shall be deemed a waiver as to any other such instance, or any other 
such right. Without limiting the generality of the foregoing, no action taken 
or not taken by the Landlord under the provisions of this Section or any 
other provision of this Lease including, by way of example rather than of 
limitation, the Landlord's acceptance of the payment of Rent after the 
occurrence of any Event of Default shall operate as a waiver of any right to 
be paid a late charge or any other right or remedy which the Landlord would 
otherwise have against the Tenant on account of such Event of Default under 
the provisions of this Lease or applicable law the Tenant hereby 
acknowledging that, in the interest of maintenance of good relations between 
the Landlord and the Tenant, there may be instances in which the Landlord 
chooses not immediately to excercise some or all of its rights on occurrence 
of an Event of Default.

     21.6. TIME OF ESSENCE. Time shall be of the essence of this Lease.

     21.7. HEADINGS. The headings of the Sections, subsections, paragraphs 
and subparagraphs hereof are provided herein for and only for convenience of 
reference, and shall not be considered in construing their contents.

     21.8. DEFINITIONS. As used herein, (a) the term "person" means a natural 
person, a trustee, a corporation, a partnership and any other form of legal 
entity; and (b) all references made (i) in the neuter, masculine or feminine 
gender shall be deemed to have been made in all such genders, (ii) in the 
singular or plural number shall be deemed to have been made, respectively, in 
the plural or singular number as well, and (iii) to any Section, subsection, 
paragraph or subparagraph shall, unless therein expressly indicated to the 
contrary, be deemed to have been made to such Section, subsection, paragraph 
or subparagraph of this Lease.

                                      -13-

<PAGE>

     21.9. EXHIBITS. Each writing or plat referred to herein as being 
attached hereto as an exhibit or otherwise designated herein as an exhibit 
hereto is hereby made a part hereof.

     21.10. SEVERABILITY. No determination by any court, governmental body or 
otherwise that any provision of this Lease or any amendment hereof is invalid 
or unenforceable in any instance shall affect the validity or enforceability 
of (a) any other such provision, or (b) such provision in any circumstance 
not controlled by such determination. Each such provision shall be valid and 
enforceable to the fullest extent allowed by, and shall be construed wherever 
possible as being consistent with, applicable law.

     21.11. DEFINITION OF "THE TENANT". As used herein, the term "the Tenant" 
means each person hereinabove named as such and such person's heirs, personal 
representatives, successors and assigns, each of whom shall have the same 
obligations, liabilities, rights and priveleges as it would have possessed 
had it originally executed this Lease as the Tenant; provided, that no such 
right or privilege shall inure to the benefit of any assignee of the Tenant, 
immediate or remote, unless the assignment to such assignee is made in 
accordance with the provisions of Section 10. Whenever two or more persons 
constitute the Tenant, all such persons shall be jointly and severally liable 
for performing the Tenant's obligations hereunder.

Section 22. DELIVERIES. Tenant agrees to use the freight elevator located on 
the north side of the building for all of its paper good deliveries.

Section 23. EXPANSION OPTION. Tenant is granted a Right of First Refusal for 
the remaining space as outlined in Exhibit B. In this event, Landlord agrees 
to notify Furman Wood of the potential leaseup of the remaining space on the 
second floor of 22 Light Street. In the event Tenant is interested in leasing 
the remaining space on the second floor, then Furman Wood must notify 
Landlord within 5 business days, via certified mail, of its intent to lease 
the space at its current terms as stipulated in this lease. As far as 
buildout is concerned, Landlord will fully buildout the additional space if 
the space is leased by Tenant no later than January 1, 2001.

Section 24. MISCELLANEOUS. From time to time, the Tenant may seek to 
refinance the certain obligations of the Tenant existing as of the date 
hereof. In this regard, Tenant may ask a lender or lenders (the "Lenders") to 
provide refinancing for the Tenant, which refinancing may be secured, among 
other things, all of Tenant's equipment set forth in Exhibit C attached 
hereto, together with all accessions to, products of and proceeds thereof 
(collectively the "Collateral"). Future Landlord's waiver shall not be 
unreasonably withheld for pieces of equipment which cost in excess of $50,000.

Any Landlord's lien, right of distraint or levy or security interest which 
the Landlord may now or hereafter acquire in any of the Collateral for unpaid 
rent or otherwise, whether by virtue of a lease, landlord-tenant 
relationship, statue or otherwise shall be subordinated Collateral now or 
hereafter held by the Lenders.

                      (Signature follows on page 15)



                                      -14-

<PAGE>

     IN WITNESS WHEREOF, each part hereto has executed and ensealed this 
Lease or caused it to be executed and ensealed on its behalf by its duly 
authorized representatives, the day and year first above written.

WITNESS or ATTEST:


/s/ Andra Tonloumes                   By:  /s/ Joseph Sinera (SEAL)
------------------------------             ---------------------------------
                                           Tenant
                                           Anthony Kopsidas, Executive Vice
                                           President
                                           On-Site Sourcing, Inc.


/s/ Melissa O'Brien                   By:  /s/ [Illegible] (SEAL)
------------------------------             ----------------------------------
                                           Landlord
                                           Ira J. Miller
                                           Managing Member
                                           22 Light Street, LLC

As condition to entering into this Lease Agreement, On-Site Sourcing, Inc. 
has agreed to guarantee the full and timely payment of all monies due to 
Landlord as stipulated in this Lease.

                                           /s/ [Illegible]
                                           ----------------------------------
                                           On-Site Sourcing, Inc.

STATE OF  VIRGINIA
         ------------

CITY/COUNT OF  ARLINGTON
              -------------

     I HEREBY CERTIFY that on this 22nd day of August, 1997, before me the 
undersigned officer, personally appeared who acknowledged himself/herself to 
be the VP-Finance of On-Site Sourcing, Inc., and that (s)he, in such 
capacity, being authorized to do so, executed the foregoing instrument for 
the purposes therein contained, by signing his/her name as Joseph Sinera of 
On-Site Sourcing, Inc.

     IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal.

                                        /s/ Scott Pearce Fisher
                                        -----------------------------
                                        Notary Public

My Commission expires: March 31, 2001



                                      -15-