(As revised  June 15,  1998) THIS DEED OF LEASE is made by and  between  LIBERTY
PROPERTY LIMITED PARTNERSHIP,  a Pennsylvania  limited partnership  ("LANDLORD")
with its  address at 12 South  Third  Street,  Richmond,  VA 23219 and OPEN PLAN
SYSTEMS,  INC., a Virginia  corporation,  ("TENANT") with its address at 4263-99
Carolina Avenue,  Richmond,  VA 23222, and is dated as of the date on which this
lease has been fully executed by Landlord and Tenant.

1. Summary of Terms and Certain Definitions.
(a) "PREMISES" (2): Approximate rentable square feet: 180,000
(b) "BUILDING" (2): Approximate rentable square feet: 180,000 Address: 4263-99
Carolina Avenue Richmond,Virginia 23222
(c) "TERM" (5): Fifty-one (51) months.

(i) "COMMENCEMENT DATE": May 1, 1998

(ii) "EXPIRATION DATE": July 31, 2002

(d) Minimum Rent (6) & Operating Expenses (7)

(i) "MINIMUM ANNUAL RENT":  $381,600.00 (Three Hundred  Eighty-one  Thousand Six
Hundred  and 00/100  Dollars),  payable in monthly  installments  of  $31,800.00
(Thirty-one Thousand Eight Hundred and 00/100 Dollars), increased as follows:

Lease Year                  Annual           Monthly
08/01/99-07/31/2002        $404,496.00       $33,708.00

(ii) Estimated "ANNUAL OPERATING EXPENSES: Not applicable (gross lease).

(e) "PROPORTIONATE SHARE" (7(a)):  100.00% (Ratio of approximate rentable square
feet in the Premises to approximate rentable square feet in the Building)

(f) "USE" (4): Warehousing and refinishing of office partitions.

(g) "SECURITY DEPOSIT" (28): $16,500.00 (deposited with original lease).

(h) CONTENTS:  This lease  consists of the Index,  pages 1 through 11 containing
Sections 1 through 28 and the  following,  all of which are attached  hereto and
made a part of this lease:

 Rider with Sections 29 and 30
 Exhibits: "A" - Plan showing Premises  "C" - Building Rules
"B" - Commencement Certificate Form "D" - Estoppel Certificate Form

2. Premises.  Landlord  hereby  leases.  to Tenant and Tenant hereby leases from
Landlord the Premises as shown on attached  Exhibit "A" within the Building (the
' ding and the lot on which it is located,  the  PROPERTY"),  together  with the
nonexclusive  right with Landlord and other occupants of the Building to use all
areas and  facilities  provided  by  Landlord  for the use of all tenants in the
Property including any driveways,  sidewalks and parking, loading and landscaped
areas (the "COMMON AREAS")

3.  Acceptance  of Premises.  Tenant has examined and knows the condition of the
Property, the zoning,  streets,  sidewalks,  parking areas, subs and access ways
adjoining it, visible  easements,  any surface  conditions and the present uses,
and Tenant accepts them in the condition in which they now are,  without relying
on any  representation,  covenant or warranty by Landlord  Tenant and its agents
shall have the right,  at Tenant's own risk expense and  responsibility,  at all
reasonable times prior to the  Commencement  Date, to enter the Premises for the
purpose of taking  measurements  and installing its  furnishings and equipment-,
provided that the Premises are vacant and Tenant obtains Landlords prior written
consent.

4. Use: Compliance.

(a) Permitted Use. Tenant shall occupy and use the Premises for and only for the
Use specified in Section 1(f) above and in such a manner as is lawful, reputable
and will not create any nuisance or otherwise -interfere with any other tenant's
normal  options  or  the  management  of  the  Building.  Without  limiting  the
foregoing.  such Use shall  exclude any use that would cause the Premises or the
Property to be deemed a "place of public accommodation" under the Americans with
Disabilities Act (the "ADA") as further described in the Building Rules (defined
below).  All Common Areas shall be subject to Landlord's  exclusive  control and
management  at all times.  Tenant shall not use or permit the use of any portion
of the Property for outdoor storage or installations outside of the Premises nor
for any use that would  interfere  with any other person's use of any portion of
the Property outside of the Premises.

(b) Compliance. Landlord represents that, as of the date of this lease, there is
no action  required  with respect to the Premises or Common Areas under any laws
(including  Title  III  of  the  ADA),  ordinances,   notices,   orders,  rules,
regulations and requirements  applicable to the Premises or to the Common Areas.
From and after the Commencement Date, Tenant shall comply promptly,  at its sole
expense,  (including  making  any  alterations  or  improvements)  with all laws
(including  the  ADA).  ordinances,  notices,  orders,  rules,  regulations  and
requirements  regulating the Property during the Term which impose any duty upon
Landlord or Tenant with respect to Tenant's use,  occupancy or alteration of, or
Tenant's  installations in or upon, the Property including the Premises, (as the
same may be  amended,  the  "LAWS  AND  REQUIREMENTS")  and the  building  rules
attached  as  Exhibit  "C",  as'  amended  by  Landlord  from  time to time (the
"BUILDING  RULES").  Provided,  however,  that  Tenant  shall not be required to
comply with the Laws and Requirements with respect to the footings, foundations,
structural  steel columns and girders  forming a part of the Property unless the
need for such compliance arises out of Tenant's use,  occupancy or alteration of
the  Property,  or by any act or  omission of Tenant or any  employees,  agents,
contractors,  licensees  or  invitees  ("AGENTS")  of  Tenant.  With  respect to
Tenant's obligations as to the Property,  other than the Premises, at Landlord's
option and at Tenant's expense, Landlord may comply with any repair, replacement
or other construction requirements of the Laws and Requirements and Tenant shall
pay to Landlord all costs thereof as additional rent.

(c) Environmental.  Tenant shall comply, at its sole expense,  with all Laws and
Requirements  as set  forth  above.  all  manufacturers'  instructions  and  all
requirements  of  insurers  relating  to  the  treatment,  production,  storage,
handling,  transfer,  processing,  transporting,  use,  disposal  and release of
hazardous  substances,  hazardous  mixtures,  chemicals,  pollutants,  petroleum
products,  toxic or radioactive  matter (the  "RESTRICTED  ACTIVITIES").  Tenant
shall  deliver to Landlord  copies of all  Material  Safety Data Sheets or other
written  information  prepared by  manufacturers,  importers or suppliers of any
chemical and all notices,  filings, permits and any other written communications
from or to Tenant and any entity regulating any Restricted Activities.

(d) Notice. If at any time during or after the Term, Tenant becomes aware of any
inquiry,  investigation  or proceeding  regarding the  Restricted  Activities or
becomes aware of any claims, actions of investigations regarding the ADA, Tenant
shall give Landlord written notice,  within 5 days after first learning thereof,
providing all available information and copies of any notices.

5. Term.  The Term of this lease  shall  commence on the  Commencement  Date and
shall  end at 11:59 p. m. on the last day of the Term (the  "EXPIRATION  DATE"),
without the necessity for notice from either party,  unless sooner terminated in
accordance with the terms hereof.  At Landlord's  request,  Tenant shall confirm
the  Commencement  Date and  Expiration  Date by executing a lease  commencement
certificate in the form attached as Exhibit "B".

6. Minimum Annual Rent. Tenant agrees to pay to Landlord the Minimum Annual Rent
in equal  monthly  installments  in the  amount  set forth in  Section  1(d) (as
increased at the beginning of each lease year as set forth in Section 1(d)),  in
advance,  on the first  day of each  calendar  month  during  the Term,  without
notice,  demand or setoff, at Landlord's  address designated at the beginning of
this lease unless  Landlord  designates  otherwise;  provided  that rent for the
first full month shall be paid at the signing of this lease. If the Commencement
Date  falls on a day other than the first day of a  calendar  month,  the tenant
shall be  apportioned  pro  rata on a per diem  basis  for the  period  from the
Commencement Date until the first day of the following  calendar month and shall
be paid on or before the  Commencement  Date.  As used in this  lease,  the term
"lease year" means the period from the Commencement  Date through the succeeding
12 full calendar  months  (including  for the first lease year any partial month
from the Commencement Date until the first day of the first full calendar month)
and each successive 12 month period thereafter during the Term.

7. Operation of Property: Payment of Expenses.

(a) Payment of  Operating  Expenses.  Tenant  shall pay to  Landlord  the Annual
Operating  Expenses  in equal  monthly  installments  in the amount set forth in
Section 1(d) (prorated for any partial month),  from the  Commencement  Date and
continuing  throughout  the Term on the first day of each calendar  month during
the Term, as additional  rent,  without notice,  demand or setoff ;provided that
the monthly installment for the first full month shall be paid at the signing of
this lease. Landlord shall apply such payments to the operating expenses owed to
Landlord by Tenant pursuant to the following  Sections  7(b)-(f).  The amount of
the Annual  Operating  Expenses  set forth in Section 1(d)  represents  Tenant's
Proportionate  Share  of the  estimated  operating  expenses  during  the  first
calendar  year of the Term on an annualized  basis;  from time to, time Landlord
may adjust such estimated amount if the estimated  operating  expenses increase.
By April 30th of each year (and as soon as  practical  after the  expiration  or
termination  of  this  lease  or at any  time  in  the  event  of a sale  of the
Property),  Landlord  shall provide Tenant with a statement of the actual amount
of such  expenses for the preceding  calendar year or part thereof.  Landlord or
Tenant shall pay to the other the amount of any deficiency or  overpayment  then
due from one to the other or, at Landlords option,  Landlord may credit Tenant's
account for any  overpayment.  Tenant's  obligation to pay the Annual  Operating
Expenses  pursuant to this Section 7 shall survive the expiration or termination
of this lease.

(b) Taxes and  Other  Impositions.  Tenant  shall pay prior to  delinquency  all
levies,  taxes  (including  sales taxes and gross receipt  taxes),  assessments,
liens,  license and permit fees, which are applicable to the Term, and which are
imposed by any authority or under any law, ordinance or regulation  thereof,  or
pursuant to any recorded  covenants or agreements,  and the  reasonable  cost of
contesting any of the foregoing (the  "IMPOSITIONS") upon or with respect to the
Premises,  or any improvements  thereto, or directly upon this lease or the Rent
(defined  in  Section  7(f))  or  amounts  payable  by any  subtenants  or other
occupants of the Premises,  or against  Landlord  because of Landlords estate or
interest herein.  Additionally,  Tenant shall pay as aforesaid its Proportionate
Share of any  Imposition  which is not imposed  upon the  Premises as a separate
entity but which is imposed upon all or. part of the Property or upon the leases
or rents relating to the Property.

(i) Nothing herein contained shall be interpreted as requiring Tenant to pay any
income.  excess profits or corporate  capital stock tax imposed or assessed upon
Landlord,  unless  such tax or any  similar tax is levied or assessed in lieu of
all or any part of any Imposition or an increase in any Imposition.

(ii) If it shall not be lawful for Tenant to  reimburse  Landlord for any of the
Impositions,  the Minimum  Annual Rent shall be  increased  by the amount of the
portion of such Imposition allocable to Tenant, unless prohibited by law.

(c) Insurance.

(i) Property.  Landlord  shall keep in effect,  and Tenant shall pay to Landlord
its Proportionate  Share of the cost of, insurance against loss or damage to the
Building or the  Property by fire and such other  casualties  as may be included
within fire,  extended  coverage and special  form  insurance  covering the full
replacement  cost of the Building (but excluding  coverage of Tenant's  personal
property in, and any  alterations  by Tenant to, the  Premises),  and such other
insurance as Landlord may reasonably deem appropriate or as may be required from
time-to-time by any mortgagee.

(ii) Liability.  Tenant, at its own expense,  shall keep in effect comprehensive
general  public  liability  insurance  with  respect  to the  Premises  and  the
Property,  including  contractual  liability  insurance,  with  such  limits  of
liability for bodily injury  (including death) and property damage as reasonably
may be  required  by Landlord  from  time-to-time,  but not less than a combined
single limit of $1,000,000 per occurrence and a general  aggregate  limit of not
less than $3,000,000  (which  aggregate limit shall apply  separately to each of
Tenant's  locations if more than the Premises);  however,  such limits shall not
limit the liability of Tenant  hereunder.  The policy of  comprehensive  general
public  liability  insurance  also shall name Landlord and  Landlord's  agent as
insured  parties  with  respect  to  the  Premises,   shall  be  written  on  an
"occurrence"  basis and not on a "claims  made" basis,  shall provide that it is
primary with  respect to any policies  carried by Landlord and that any coverage
carried by Landlord shall be excess  insurance,  shall provide that it shall not
be  cancelable  or  reduced  without at least 30 days  prior  written  notice to
Landlord and shall be issued in form satisfactory to Landlord. The insurer shall
be a responsible  insurance  carrier which is authorized to issue such insurance
and  licensed to do  business in the state in which the  Property is located and
which  has at all  times  during  the Term a rating of no less than A V11 in the
most  current  edition of Best's  Insurance  Reports.  Tenant  shall  deliver to
Landlord on or before the  Commencement  Date, and  subsequently  renewals of, a
certificate of insurance  evidencing such coverage and the waiver of subrogation
described below.

(iii) Waiver of  Subrogation.  Landlord and Tenant shall have  included in their
respective  property  insurance  policies waivers of their respective  insurers'
right of  subrogation  against  the  other  party.  If such a waiver  should  be
unobtainable  or  unenforceable,  then such  policies of  insurance  shall state
expressly that such policies shall not be invalidated if before a casualty,  the
insured  waives  the  right of  recovery  against  any party  responsible  for a
casualty covered by the policy.

(iv)  Increase  of  Premiums.  Tenant  agrees not to do  anything  or fail to do
anything  which will  increase  the cost of  Landlords  insurance  or which will
prevent  Landlord from procuring  policies  (including  public  liability)  from
companies and in a form satisfactory to Landlord. If any breach of the preceding
sentence by Tenant  causes the rate of fire or other  insurance to be increased,
Tenant shall pay the amount of such  increase as  additional  rent promptly upon
being billed.

(d)  Repairs and  Maintenance;  Common  Areas;  Building  Management.  Except as
specifically  otherwise provided in this Section (d), Tenant at its sole expense
shall  maintain  the  Premises in good order and  condition,  promptly  make all
repairs  necessary  to  maintain  such  condition,  and repair any damage to the
Premises  caused by Tenant or its  contents.  All repairs  made by Tenant  shall
utilize materials and equipment which are comparable to those originally used in
constructing the Building and Premises.  When used in this Section (d), the term
"repairs" shall include replacements and renewals when necessary.

(i)  Landlord,  at its sole  expense,  shall make all  necessary  repairs to the
footings,  foundations,  structural  steel columns and girders forming a part of
the Premises,  provided that Landlord shall have no  responsibility  to make any
repair until Landlord receives written notice of the need for such repair. '

(ii)  Landlord,  at Tenant's  sole expense,  shall  maintain and repair the HVAC
systems appurtenant to the Premises.

(iii) Landlord shall make all necessary  repairs to the roof,  exterior portions
of the Premises and the Building,  utility and communications  lines,  equipment
and  facilities  in the Building,  which serve more than one tenant,  and to the
Common  Areas,  the cost of which shall be an operating  expense of which Tenant
shall  pay  its  Proportionate  Share,  provided  that  Landlord  shall  have no
responsibility  to make any repair until Landlord receives written notice of the
need for such repair.  Landlord  shall operate and manage the Property and shall
maintain all Common Areas and any paved areas  appurtenant  to the Property in a
clean and orderly condition.  Landlord reserves the right to make alterations to
the Common Areas from time to time.  Operating  expenses  also shall include (A)
all  sums  expended  by  Landlord  for  the  supervision,  maintenance,  repair,
replacement  and operation of the Common Areas  (including  the costs of utility
services),  (B) any  costs of  building  improvements  made by  Landlord  to the
Property that are required by any  governmental  authority or for the purpose of
reducing  operating  expenses  and  (C)  a  management  and  administrative  fee
applicable to the overall operation of the Property.

(iv) Notwithstanding  anything herein to the contrary,  repairs and replacements
to the Property including the Premises made necessary by Tenant's use, occupancy
or alteration of, or Tenant's installation in or upon the Property or by any act
or omission of Tenant or its Agents  shall be made at the sole expense of Tenant
to the extent not covered by any applicable insurance proceeds paid to Landlord.
Tenant shall not bear the expense of any repairs or replacements to the Property
arising out of or caused by any other tenant's use,  occupancy or alteration of,
or any other  tenant's  installation  in or upon,  the Property or by any act or
omission of any other tenant or any other tenant's Agents.

(e) Utility Charges. Tenant shall pay for water, sewer, gas, electricity,  heat,
power,  telephone  and other  communication  services  and any  other  utilities
supplied to or consumed in or on the Premises. Landlord shall not be responsible
or liable for any interruption in utility service,  nor shall such  interruption
affect the continuation or validity of this lease.

(f) Net lease.  Except  for the  obligations  of  Landlord  expressly  set forth
herein,  this lease is a "triple  net  lease" and  Landlord  shall  receive  the
Minimum  Annual  Rent as net income from the  Premises,  not  diminished  by any
expenses other than payments under any mortgages,  and Landlord is not and shall
not be required to render any services of any kind to Tenant. The term "RENT" as
used in this lease means the Minimum Annual Rent, Annual Operating  Expenses and
any other additional rent or sums payable by Tenant to Landlord pursuant to this
lease,  all of which shall be deemed rent for purposes of Landlord's  rights and
remedies with respect  thereto.  Tenant shall pay all Rent to Landlord within 30
days after  Tenant is billed,  unless  otherwise  provided  in this  lease,  and
interest shall accrue on all sums due but unpaid

8. Signs.  Except for signs which are located  wholly within the interior of the
Premises and not visible from the  exterior of the  Premises,  no signs shall be
placed on the Property without the prior written consent of Landlord.  All signs
installed by Tenant shall be maintained  by Tenant in good  condition and Tenant
shall  remove all such signs at the  termination  of this lease and shall repair
any damage caused by such installation, ex ice or removal.

9. Alterations and Fixtures

(a)  Subject to Section  10,  Tenant  shall have the right to install  its trade
fixtures in the Premises,  provided that no such installation or removal thereof
shall  affect any  structural  portion of the  Property  nor any utility  lines,
communications lines, equipment or facilities in the Building serving any tenant
other than Tenant.  At the  expiration or  termination  of this lease and at the
option of Landlord or Tenant,  Tenant shall remove such  installations)  and, in
the  event of such  removal,  Tenant  shall  repair  any  damage  caused by such
installation or removal; if Tenant,  with Landlords written consent,  elects not
to remove such  installations)  at the  expiration or termination of this lease,
all such  installations  shall remain on the Property and become the property of
Landlord without payment by Landlord

(b)  Except  for  non-structural  changes  which  do  not  exceed  $5000  in the
aggregate,  Tenant  shall not make or permit to be made any  alterations  to the
Premises without Landlord's prior written consent. Tenant shall pay the costs of
any required  architectural/engineering  reviews. In making any alterations, (i)
Tenant  shall  deliver to  landlord  the  plans,  specifications  and  necessary
permits,  together with  certificates  evidencing that Tenant's  contractors and
subcontractors  have adequate  insurance coverage naming Landlord and Landlord's
agent as additional  insureds.  at least 10 days prior to commencement  thereof,
(ii) such alterations  shall not impair the structural  strength of the Building
or any other  improvements  or reduce  the value of the  Property  or affect any
utility  lines,  communications  lines,  equipment or facilities in the Building
serving any tenant other than Tenant,  (iii) Tenant shall comply with Section 10
and (iv) the occupants of the Building and of any adjoining  property  shall not
be disturbed  thereby.  All  alterations  to the Premises by Tenant shall be the
property of Tenant until the expiration or  termination  of this lease;  at that
time all such  alterations  shall remain on the Property and become the property
of Landlord  without payment by Landlord unless Landlord gives written notice to
Tenant to remove the same,  in which event  Tenant will remove such  alterations
and repair any resulting  damage. At Tenant's request prior to Tenant making any
alterations, Landlord shall notify Tenant in writing, whether Tenant is required
to remove such alterations at the expiration or termination of this lease.

10.  Mechanics'  Liens.  Tenant shall pay promptly any contractors and material,
men who supply labor, work or materials to Tenant at the Property and shall take
all steps  permitted by law in order to avoid the  imposition of any  mechanic's
lien upon all or any portion of the Property.  Should any such lien or notice of
lien be filed for work  performed.  for Tenant  other than by  Landlord,  Tenant
shall bond against or  discharge  the same within 5 days after Tenant has notice
that the lien or claim is filed  regardless  of the"  validity  of such  lien of
claim.  Nothing in this lease is intended to authorize Tenant to do or cause any
work to be done or materials to be supplied for the account of Landlord.  all of
the same to be solely for  Tenant's  account and at Tenant's  risk and  expense.
Throughout  this lease the term  "mechanic's  lien" is used to include any lien,
encumbrance  or charge  levied or imposed upon all or any portion of interest in
or income from the Property on account of any mechanic's,  laborer's,  material,
man's or  construction  lien or arising out of any debt or  liability  to or any
claim of any contractor,  mechanic, supplier, material, man or laborer and shall
include any  mechanic's  notice of intention to file a lien given to Landlord or
Tenant, any stop order given to Landlord or Tenant, any notice of refusal to pay
naming Landlord or Tenant and any injunctive or equitable  action brought by any
person claiming to be entitled to any mechanic's lien.

11.  Landlord's  Right of Entry.  Tenant shall permit Landlord and its Agents to
enter the Premises at all reasonable times following  reasonable  notice (except
in the event of an  emergency),  for the purpose of  inspection,  maintenance or
making repairs.  alterations or additions as well as to exhibit the Premises for
the purpose of sale or mortgage  and,  during the last 12 months of the Term, to
exhibit the Premises to any  prospective  tenant.  Landlord will make reasonable
efforts not to  inconvenience  Tenant in exercising  the foregoing  rights,  but
shall  not be  liable  for any loss of  occupation  or quiet  enjoyment  thereby
occasioned.

12. Damage by Eire or Other Casualty.

(a) 1f the  Premises or Building  shall be damaged or destroyed by fire or other
casualty,  Tenant  promptly shall notify  Landlord and Landlord,  subject to the
conditions  set forth in this  Section 12,  shall repair such damage and restore
the Premises to substantially  the same condition in which they were immediately
prior to such damage or destruction,  but not including the repair.  restoration
or  replacement  of the fixtures or  alterations  installed by Tenant.  Landlord
shall notify  Tenant in writing,  within 30 days after the date of the casualty,
if Landlord  anticipates  that the restoration will take more than 180 days from
the date of the casualty to complete:  in such event,  either Landlord or Tenant
may terminate this lease  effective as of the date of casualty by giving written
notice to the other  within  10 days  after  Landlord's  notice.  Further.  if a
casualty occurs during the last 12 months of the Term or any extension  thereof,
Landlord  may cancel this lease  unless  Tenant has the right to extend the Term
for at least 3 more  years  and does so  within  30 days  after  the date of the
casualty.

(b) Landlord  shall  maintain a 12 month rental  coverage  endorsement  or other
comparable form of coverage as part of its fire,  extended  coverage and special
form  insurance.  Tenant will receive an abatement of:  Minimum  Annual Rent and
Annual Operating  Expenses to the extent the Premises are rendered  untenantable
as determined by the carrier providing the rental coverage endorsement.

13. Condemnation.

(a)  Termination.  If (i) all of the  Premises  are taken by a  condemnation  or
otherwise for any public or  quasi-public  use, (ii) any part of the Premises is
so taken and the remainder thereof is insufficient for the reasonable  operation
oaf  Tenant's  business  or (iii)  any of the  Property  is so  taken,  and,  in
Landlords  opinion,  it would be  impractical or the  condemnation  proceeds are
insufficient  to restore the  remainder of the  Property,  then this lease shall
terminate  and all  unaccrued  obligations  hereunder  shall cease as of the day
before possession is taken by the condemnor.

(b)  Partial  Taking.  If there is a  condemnation  and this  lease has not been
terminated pursuant to this Section, (i) Landlord shall restore the Building and
the  improvements  which are a part of the  Premises to a condition  and size as
nearly  comparable  as  reasonably  possible to the  condition  and size thereof
immediately  prior to the date upon which the condemnor took possession and (ii)
the obligations of Landlord and Tenant shall be unaffected by such condemnation,
except that there shall be an  equitable  abatement  of the Minimum  Annual Rent
according  to the rental  value of the  Premises  before and after the date upon
which the condemnor  took  possession  and/or the date Landlord  completes  such
restoration.

(c) Award. In the event of a condemnation  affecting  Tenant.  Tenant shall have
the right to make a claim against the condemnor for moving expenses and business
dislocation  damages  to the  extent  that such  claim  does not reduce the sums
otherwise payable by the condemnor to Landlord Except as aforesaid and except as
set forth in (d) below,  Tenant hereby  assigns all claims against the condemnor
to Landlord

(d) Temporary  Taking.  No temporary taking of the Premises shall terminate this
lease or give Tenant any right to any rental abatement.  Such a temporary taking
will be treated as if Tenant had sublet the  Premises to the  condemnor  and had
assigned the proceeds of the  subletting to Landlord to be applied on account of
Tenant's obligations hereunder. Any award for such a temporary taking during the
Term shall be applied first, to Landlord's costs of collection and,  second,  on
account of sums  owing by  Tenant.  hereunder,  and if such  amounts  applied on
account of sums owing by Tenant  hereunder should exceed the entire amount owing
by Tenant for the remainder of the Term, the excess will be paid to Tenant.

14.  Non-Abatement of Rent. Except as otherwise  expressly provided as to damage
by fire or other  casualty in Section  12(b) and as to  condemnation  in Section
13(b),  there  shall be no  abatement  or  reduction  of the Rent for any  cause
whatsoever, and this lease shall not terminate, and Tenant shall not be entitled
to surrender the Premises.

15.  Indemnification  of Landlord.  Subject to Sections 7(c)(iii) and 16, Tenant
will  protect,  indemnify  and hold  harmless  Landlord  and its Agents from and
against any and all claims, actions,  damages,  liability and expense (including
fees of attorneys,  investigators  and experts) in connection with loss of life,
personal injury or damage to property in or about the Premises or arising out of
the  occupancy  or use of the  Premises  by Tenant or its  Agents or  occasioned
wholly or in part by any act or omission of Tenant or its Agents,  whether prior
to, during or after the Term,  except to the extent such loss,  injury or damage
was caused by the  negligence  of Landlord or its Agents.  In case any action or
proceeding  is  brought  against  Landlord  and/or  its  Agents by reason of the
foregoing,  Tenant,  at its  expense,  shall  resist and defend  such  action or
proceeding, or cause the same to be resisted and defended by counsel (reasonably
acceptable  to Landlord and its Agents)  designated  by the insurer whose policy
covers  such  occurrence  or by counsel  designated  by Tenant and  approved  by
Landlord and its Agents.  Tenant's obligations pursuant to this Section 15 shall
survive the expiration or termination of this lease.

16.  Waiver of Claims.  Landlord  and Tenant each  hereby  waives all claims for
recovery  against the other for any loss or damage which may be  inflicted  upon
the property of such party even if such loss or damage shall be brought about by
the fault or  negligence  of the other party or its Agents;  provided,  however,
that such  waiver  by  Landlord  shall  not be  effective  with  respect  to any
liability of Tenant described in Sections 4(c) and 7(d)(iv).

17. Quiet Enjoyment.  Landlord covenants that Tenant, upon performing all of its
covenants,  agreements  and  conditions  of this  lease,  shall  have  quiet and
peaceful  possession  of the Premises as against  anyone  claiming by or through
Landlord,  subject,  however, to the exceptions,  reservations and conditions of
this lease.

18.  Assignment and Subletting.  (a) Limitation.  Tenant shall not transfer this
lease,  voluntarily or by operation of law, without the prior written consent of
Landlord which shall not be withheld  unreasonably.  However,  Landlords consent
shall not be required in the event of any  transfer by Tenant to an affiliate of
Tenant which is at least as  creditworthy as Tenant as of the date of this lease
and provided  Tenant  delivers to Landlord the  instrument  described in Section
(c)(iii) below, together with a certification of such creditworthiness by Tenant
and such affiliate. Any transfer not in conformity with this Section 18 shall be
void at the option of  Landlord,  and  Landlord  may  exercise any or all of its
rights under  Section 23. A consent to one transfer  shall not be deemed to be a
consent to any  subsequent  transfer.  "Transfer"  shall  include any  sublease,
assignment,  license or concession agreement,  change in ownership or control of
Tenant,  mortgage or hypothecation of this lease or Tenant's s ink therein or in
all or a portion of the Premises.

(b)  Offer  to  Landlord.  Tenant  acknowledges  that the  terms of this  lease,
including the Minimum  Annual Rent,  have been based on the  understanding  that
Tenant physically shall occupy the Premises for the entire Term. Therefore, upon
Tenant's request to transfer all or a portion of the Premises,  at the option of
Landlord,  Tenant and Landlord shall execute an amendment to this lease removing
such space from the  Premises,  Tenant shall be relieved of any  liability  with
respect to such space and  Landlord  shall have the right to lease such space to
any party, including Tenants proposed transferee.

(c)  Conditions.  Notwithstanding  the above,  the following  shall apply to any
transfer, with or without Landlords consent:

(i) As of the date of any  transfer,  Tenant shall not be in default  under this
lease nor shall any act or  omission  have  occurred  which would  constitute  a
default with the giving of notice and/or the passage of time. .

(ii) No transfer  shall relieve  Tenant of its obligation to pay the Rent and to
perform all its other obligations hereunder.

The  acceptance  of Rent by Landlord from any person shall not be deemed to be a
waiver by  Landlord  of any  provision  of this  lease or to be a consent to any
transfer.

(iii)  Each  transfer  shall be by a written  instrument  in form and  substance
satisfactory  to Landlord  which shall (A) include an assumption of liability by
any transferee of all Tenant's obligations and the transferee's  ratification of
and  agreement  to be bound by all the  provisions  of this  lease,  (B)  afford
Landlord the right of direct action against the transferee  pursuant to the same
remedies  as are  available  to Landlord  against  Tenant and (C) be executed by
Tenant and the transferee.

(iv) Tenant shall pay, within 10 days of receipt of an invoice which shall be no
less than $250,  Landlord's  reasonable  attorneys" fees and costs in connection
with  the  review,  processing  and  documentation  of any  transfer  for  which
Landlords consent is requested

19_ Subordination; Mortgagee's Rights.

(a) This lease  shall be  subordinate  to any first  mortgage  or other  primary
encumbrance now or hereafter affecting the Premises.  Although the subordination
is  self-operative,  within 10 days after written request,  Tenant shall execute
and deliver any further instruments  confirming such subordination of this lease
and any  further  instruments  of  attornment  that may be  desired  by any such
mortgagee or Landlord  However,  any mortgagee may at any time  subordinate  its
mortgage to this lease,  without Tenant's  consent,  by giving written notice to
Tenant,  and thereupon this lease shall be deemed prior to such mortgage without
regard to their respective dates of execution and delivery-,  provided, however,
that such  subordination  shall not affect any mortgagee's right to condemnation
awards, casualty insurance proceeds,  intervening liens or any right which shall
arise between the recording of such mortgage and the execution of this lease.

(b) It is understood and agreed that any mortgagee shall not be liable to Tenant
for any funds paid by Tenant to Landlord  unless such funds  actually  have been
transferred to such mortgagee by Landlord

(c)  Notwithstanding  the  provisions  of Sections  12 and 13 above,  Landlord's
obligation  to restore the Premises  after a casualty or  condemnation  shall be
subject to the consent and prior rights of Landlords first mortgagee.

20.  Recording;  Tenant's  Certificate.  Tenant shall not record this lease or a
memorandum  thereof without  Landlord's  prior written  consent.  Within 10 days
after Landlord's written request from time to time:

(a)  Tenant  shall  execute,  acknowledge  and  deliver  to  Landlord  a written
statement  certifying the  Commencement  Date and Expiration Date of this lease,
that  this  lease is in full  force and  effect  and has not been  modified  and
otherwise as set forth in the form of estoppel  certificate  attached as Exhibit
"D" or with such  modifications  as may be necessary to reflect  accurately  the
stated fads and/or such other certifications as r ie requested by a mortgagee or
purchaser. T at understands that its failure to execute such documents may cause
Landlord serious  financial damage by causing the failure of a financing or sale
transaction.

(b)  Tenant  shall  furnish  to  Landlord,  Landlord's  mortgagee,   prospective
mortgagee or purchaser reasonably requested financial information

21. Surrender. Abandoned Property.

(a) Subject to the terms of Sections 9(b), 12(a) and 13(b), at the expiration or
termination of this lease, Tenant promptly shall yield up in the same condition,
order and repair in which they are required to be kept  throughout the Term, the
Premises and all improvements  thereto, and all fixtures and equipment servicing
the Building, ordinary wear and tear excepted

(b) Upon or prior to the expiration or  termination of this lease.  Tenant shall
remove any personal property from the Property.  Any personal property remaining
thereafter shall be deemed conclusively to have been abandoned, and Landlord, at
Tenant's expense, may remove,  store, sell or otherwise dispose of such property
in such manner as Landlord may see fit and/or  Landlord may retain such property
as its property.  If any part thereof  shall be sold,  then Landlord may receive
and retain the prods of such sale and apply the same, at its option, against the
expenses of the sale, the cost of moving and storage and any Rent due under this
lease.

(c) If Tenant,  or any person claiming through Tenant,  shall continue to occupy
the Premises  after the  expiration or  termination of this lease or any renewal
thereof  such  occupancy  shall be deemed to be under a  month-to-month  tenancy
under the same terms and  conditions  set forth in this  lease,  except that the
monthly  installment of the Minimum Annual Rent during such continued  occupancy
shall be double the amount applicable to the last month of the Term. Anything to
the  contrary  notwithstanding,  any holding over by Tenant  without  Landlord's
prior written consent shall constitute a default  hereunder and shall be subject
to all the remedies available to Landlord.

22. Curing Tenant's  Defaults.  If Tenant shall be in default in the performance
of any of its obligations hereunder,  Landlord, without any obligation to do so,
in addition to any other rights it may have in law or equity,  may elect to cure
such default on behalf of Tenant  after  written  notice  (except in the case of
emergency) to Tenant.  Tenant shall reimburse  Landlord upon demand for any sums
paid or costs  incurred by Landlord in curing such default,  including  interest
thereon from the respective dates of Landlord's incurring such costs, which sums
and costs together with interest shall be deemed additional rent.

23. Defaults - Remedies.

(a) Defaults. It shall be an event of default:

(i) If Tenant does not pay in full when due any and all Rent;

(ii) If Tenant  fails to observe and  perform or  otherwise  breaches  any other
provision of this lease:

(iii) If Tenant abandons the Premises,  which shall be conclusively  presumed if
the Premises remain  unoccupied for more than 10 consecutive days, or removes or
attempts to remove  Tenant's goods or property other than in the ordinary course
of business; or

(iv) If Tenant  becomes  insolvent  or  bankrupt in any sense or makes a general
assignment for the benefit of creditors or offers a settlement to creditors,  or
if a petition in bankruptcy or for  reorganization  or for an  arrangement  with
creditors  under any  federal or state law is filed by or against  Tenant,  or a
bill in equity or other  proceeding for the appointment of a receiver for any of
Tenant's  assets is  commenced,  or if any of the real or  personal  property of
Tenant shall be levied upon; provided,  however,  that any proceeding brought by
anyone  other  than  Landlord  or  Tenant  under  any  bankruptcy,   insolvency,
receivership or similar law shall not constitute a default until such proceeding
has continued unstayed for more than 60 consecutive days.

(b) Remedies.  Then,  and in any such event,  Landlord  shall have the following
rights:

(i) To  charge a late  payment  fee  equal to the  greater  of $100 or 5% of any
amount owed to  Landlord  pursuant to this lease which is not paid within 5 days
after the due date.

(ii) To enter and  repossess  the  Premises,  by breaking  open locked  doors if
necessary,  and remove all persons and all or any property therefrom,  by action
at law or otherwise,  without being liable for prosecution or damages  therefor,
and Landlord may at Landlords  option,  make alterations -Rd repairs in order to
relet the  Premises  and --let all or any parts) of the  Premises  for  Tenant's
account.  Tenant  agrees to pa. ) Landlord  on demand any  deficiency  that n. .
arise by reason of such reletting, In the event of reletting without termination
of this lease, Landlord may at any time thereafter elect to terminate this lease
for such previous breach.

(iii) To  accelerate  the whole or any part of the Rent for the  balance  of the
Term, and declare the same to be immediately due and payable

(iv) To  terminate  this  lease  and the Tern  without  any right on the part of
Tenant to save the forfeiture by payment of any sum due or by other  performance
of any condition, term or covenant broken.

(c) Grace Period.  Notwithstanding  anything  hereinabove stated,  neither party
will  exercise any available  right because of any default of the other,  except
those remedies contained in subsection (b)(i) of this Section, unless such party
shall have first given 10 days written notice  thereof to the defaulting  party,
and the  defaulting  party  shall have  failed to cure the  default  within such
period;  provided,  however,  that:  . (i) No such  notice  shall be required if
Tenant fails to comply with the provisions of Sections 10 or 20(a),  in the case
of  emergency  as set  forth  in  Section  22 or in  the  event  of any  default
enumerated in subsections  (a)(iii) and (iv) of this Section (ii) Landlord shall
not be  required  to give such 10 days  notice  more than 2 times  during any 12
month period (iii) If the default  consists of something  other than the failure
to pay money which cannot  reasonably  be cured within I O days,  neither  party
will  exercise  any right if the  defaulting  party  begins to cure the  default
within  the 10 days and  continues  actively  and  diligently  in good  faith to
completely  cure said  default.  (iv)  Tenant  agrees  that any notice  given by
Landlord  pursuant to this Section which is served in compliance with Section 27
shall be adequate notice for the purpose of Landlords  exercise of any available
remedies.

(d)  Non-Waiver;  Non-Exclusive.  No waiver by  Landlord of any breach by Tenant
shall be a waiver  of any  subsequent  breach,  nor  shall  any  forbearance  by
Landlord  to seek a remedy for any breach by Tenant be a waiver by  Landlord  of
any rights and remedies with respect to such or any subsequent  breach.  Efforts
by Landlord  to  mitigate  the  damages  caused by  Tenant's  default  shall not
constitute a waiver of Landlords right to recover damages hereunder. No right or
remedy herein conferred upon or reserved to Landlord is intended to be exclusive
of any  other  right or remedy  provided  herein  or by law,  but each  shall be
cumulative and in addition to every other right or remedy given herein or now or
hereafter  existing  at law or in  equity.  No  payment  by Tenant or receipt or
acceptance  by Landlord of a lesser  amount than the total  amount due  Landlord
under this  lease  shall be deemed to be other  than on  account,  nor shall any
endorsement  or  statement  on any check or  payment  be  deemed  an accord  and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlords  right to recover  the  balance of Rent due,  or  Landlord's  right to
pursue any other available remedy.

(e) Costs and Attorneys'  Fees. If either party  commences an action against the
other party  arising out of or in  connection  with this lease,  the  prevailing
party shall be entitled to have and  recover  from the losing  party  attorneys'
fees, costs of suit, investigation expenses and discovery costs, including costs
of appeal.

24. Representations of Tenant. Tenant represents to Landlord and agrees that:

(a) The word "Tenant" as used herein  includes the Tenant named above as well as
its  successors and assigns,  each of which shall be under the same  obligations
and  liabilities  and each of which shall have the same rights,  privileges  and
powers as it would have possessed had it originally signed this lease as Tenant.
Each and every of the persons  named above as Tenant shall be bound  jointly and
severally by the terns,  covenants and agreements contained herein.  However, no
such rights,  privileges or powers shall inure to the benefit of any assignee of
Tenant immediate or remote, unless Tenant has complied with the terms of Section
18 and the  assignment  to such  assignee is permitted  or has been  approved in
writing by Landlord. Any notice required or permitted by the terms of this lease
may be given by or to any one of the persons  named  above as Tenant,  and shall
have the same force and effect as if given by or to all thereof.

(b) If Tenant  is a  corporation,  partnership  or any  other  form of  business
association or entity, Tenant is duly formed and in good standing,  and has full
corporate or partnership power and authority,  as the case may be, to enter into
this lease and has taken all corporate or  partnership  action,  as the case may
be,  necessary to carry out the transaction  contemplated  herein,  so that when
executed,  this lease constitutes a valid and binding obligation  enforceable in
accordance  with  its  terms.  Tenant  shall  provide  Landlord  with  corporate
resolutions  or other proof in a form  acceptable to Landlord,  authorizing  the
execution of this lease at the time of such execution.

25.  Liability  of Landlord.  The word  "Landlord"  as used herein  includes the
Landlord named above as well as its successors and assigns,  each of which shall
have the same rights, remedies,  powers,  authorities and privileges as it would
have had it originally  signed this lease as Landlord Any such person or entity.
whether or not named herein,  shall have no liability  hereunder after it ceases
to hold title to the Premises except for obligations already accrued (and, as to
any unapplied portion of Tenant's  Security Deposit,  Landlord shall be relieved
of all  liability  therefor  upon  transfer of such portion to its  successor in
interest)  and Tenant shall look solely to  Landlords  successor in interest for
the performance of the covenants and obligations of the Landlord hereunder which
thereafter shall accrue.  Neither Landlord nor any principal of Landlord nor any
owner of the Property, whether disclosed or undisclosed, shall have any personal
liability  with respect to any of the  provisions of this lease or the Premises,
and if Landlord is in breach or default with respect to  Landlord's  obligations
under  this  lease or  otherwise,  Tenant  shall  look  solely to the  equity of
Landlord  in  the   Property   for  the   satisfaction   of   Tenant's   claims.
Notwithstanding  the foregoing,  no mortgagee or ground lessor succeeding to the
interest of  Landlord  hereunder  (either in terms of  ownership  or  possessory
rights)  shall  be (a)  liable  for  any  previous  act or  omission  of a prior
landlord, (b) subject to any rental offsets or defenses against a prior landlord
or (c) bound by any amendment of this lease made without its written consent, or
by payment by Tenant of Minimum  Annual Rent in advance in excess of one monthly
installment.

26. Interpretation; Definitions.

(a) Captions.  The captions in this lease are for convenience only and are not a
part of this lease and do not in any way define,  limit, describe or amplify the
terms and provisions of this lease or the scope or intent thereof. -

(b) Entire  Agreement.  This lease represents the entire  agreement  between the
parties hereto and there are no collateral or oral agreements or  understandings
between  Landlord and Tenant with respect to the  Premises or the  Property.  No
rights,  easements or licenses are acquired in the Property or any land adjacent
to the Property by Tenant by  implication  or otherwise  except as expressly set
forth in the  provisions of this lease.  This lease shall not be modified in any
manner except by an instrument in writing executed by the parties. The masculine
(or neuter)  pronoun  and the  singular  number  shall  include  the  masculine,
feminine  and  neuter  genders  and the  singular  and plural  number.  The word
"including"  followed  by any  specific  item(s) is deemed to refer to  examples
rather than to be words of limitation.  Both parties having  participated  fully
and equally in the negotiation  and preparation of this lease,  this lease shall
not be more strictly  construed,  nor any  ambiguities  in this lease  resolved,
against either Landlord or Tenant.

(c) Covenants. Each covenant,  agreement,  obligation,  term, condition or other
provision  herein  contained  shall be deemed and  construed  as a separate  and
independent  covenant of the party bound by, undertaking or making the same, not
dependent  on any other  provision  of this  lease  unless  otherwise  expressly
provided.  All of the terms and  conditions  set forth in this lease shall apply
throughout the Term unless otherwise expressly set forth herein.

(d) Interest- Wherever interest is required to be paid hereunder,  such interest
shall be at the highest  rate  permitted  under law but not in excess of 15% per
annum.

(e)  Severability;  Governing  Law.  If any  provisions  of this lease  shall be
declared  unenforceable in any respect, such  unenforceability  shall not affect
any other provision of this lease, and each such provision shall be deemed to be
modified  if  possible,  in such a manner  as to render  it  enforceable  and to
preserve to the extent  possible the intent of the parties as set forth  herein.
This lease shall be construed  and enforced in  accordance  with the laws of the
state in which the Property is located.

(f) "Mortgage" and  "Mortgagee." The word "mortgage" as used herein includes any
lien  or  encumbrance  on the  Premises  or the  Property  or on any  part of or
interest  in  or  appurtenance  to  any  of  the  foregoing,  including  without
limitation any ground rent or ground lease if Landlord's  interest is or becomes
a leasehold  estate.  The word "mortgagee" as used herein includes the holder of
any mortgage, including any ground lessor if Landlord's interest is or becomes a
leasehold estate. Wherever any right is given to a mortgagee,  that right may be
exercised on behalf of such mortgagee by any  representative  or servicing agent
of such mortgagee.

(g) "Person." The word  "person" is used herein to include a natural  person,  a
partnership,  a  corporation.  an  association  and any other  form of  business
association or entity.

(h)  Proportionate  Share. At any time or times,  upon request of Landlord or of
any tenant of the Building.  the method for  allocating  Tenant's  Proportionate
Share of any  Impositions,  cost,  charge,  rent,  expense  or  payment  then or
thereafter payable shall be redetermined by an independent qualified expert. The
cost of such  redetermination  shall be borne by the tenants of the  Building in
the same proportion as that  determined by such expert for  reallocation of said
relevant sum: except that if such  redetermination is requested by a tenant, the
cost  thereof  shall be borne  entirely by such tenant if the prop made share of
said relevant sum allocable to such tenant as the result of such redetermination
shall not vary by at least 5% from the amount which would have been allocable to
such tenant in accordance with the percentage based on square fogy area

27.  Notices.  Any notice or other  communication  under this lease  shall be in
writing  and  addressed  to  Landlord  or Tenant at their  respective  addresses
specified  at the  beginning of this lease,  except that after the  Commencement
Date Tenant's  address  shall be at the  Premises,  (or to such other address as
either tray  designate  by notice to the other) with a copy to any  mortgagee or
other party designated by Landlord.  Each notice or other communication shall be
deemed given if sent by prepaid overnight delivery service or by certified mail,
return receipt requested,  postage prepaid or in any other manner, with delivery
in any case evidenced by a receipt,  and shall be deemed  received on the day of
actual  receipt by the  intended  recipient  or on the  business day delivery is
refused The giving of notice by Landlord's attorneys, representatives and agents
under this  Section  shall be deemed to be the acts of  Landlord:  however,  the
foregoing provisions governing the date on which a notice is deemed to have been
received  shall mean and refer to the date on which a party to this  lease,  and
not its counsel or other recipient to which a copy of the notice may be sent, is
deemed to have received the notice.

28. Security  Deposit.  At the time of signing this lease,  Tenant shall deposit
with  Landlord the Security  Deposit to be retained by Landlord as cash security
for the faithful  performance and observance by Tenant of the provisions of this
lease.  Tenant  shall not be entitled to any  interest  whatever on the Security
Deposit Landlord shall have the right to commingle the Security Deposit with its
other funds.  Landlord may use the whole or any part of the Security Deposit for
the  payment of any  amount as to which  Tenant is in  default  hereunder  or to
compensate  Landlord  for any loss or damage it may suffer by reason of Tenant's
default  under this lease.  If Landlord  uses all or any portion of the Security
Deposit as herein provided, within 10 days after written demand therefor, Tenant
shall pay Landlord cash in amount equal to that portion of the Security  Deposit
used by Landlord.  If Tenant shall comply fully and  faithfully  with all of the
provisions of this lease, the Security Deposit shall be returned to Tenant after
the Expiration Date and surrender of the Premises to Landlord

IN WITNESS WHEREOF and in  consideration of the mutual entry into this lease and
for other good and valuable  consideration,  and intending to be legally  bound.
Landlord and Tenant have executed this lease.

Date signed:

Date signed

At est: Name: Title:
n
Landlord:
LIBERTY PROPERTY LIMITED PARTNERSHIP
 By. Liberty Property Trust, Sole General Partner
By:
Tenant:
Name:  -1. L: Title: c  J . D.
u
By:  Name:  Title


<PAGE>
RIDER

29.  Fairgrounds  Expenses.  If any  assessment  or other  charge for any of the
operating  expenses  described  in  Section 7 is  attributable  to more than the
Property,  Tenant's proportionate Share with respect to such expenses shall mean
the  ratio  of the  approximate  rentable  square  feet in the  Premises  to the
approximate  rentable square feet of all the building to which any such expenses
are attributable.

RIDER TO 7(c)(ii) - Liability.  Delete the words "a general  aggregate  limit of
not less than  $3,000,000"  and insert "a general  aggregrate  limit of not less
than $2,000,000".

RIDER TO 7(f) - Net lease. This section is deleted in its entirety.

Rider to Section 7 (d) Maintenance:

Landlord,  at Landlord's expense,  maintain in good order, the fire supply water
system to, and  including  the  sprinkler  shut-off  valves  serving  the leased
premises.
<PAGE>

EXHIBIT "C"
BUILDING RULES

1. As stated in the  lease,  Tenant  shall not use the  Premises  as a "place of
public accommodation" as defined in the Americans with Disabilities Act of 1990,
which  identifies the following  categories into one or more of which a business
must fall to be a "place of public accommodation":

a-   Places of lodging (examples hotel, motel)

b.   Establishments serving food or drink (examples:  bar, restaurant)

c.   Places of exhibition or  entertainment  (examples:  motion  picture  house,
     theater,  stadium,  concert hall)

d.   Places  of  public  gathering  (examples:  auditorium,  convention  center,
     lecture hall)

e.   Sales or rental establishments  (examples:  bakery, grocery store, hardware
     store,  shopping  center)

f.   Service  establishments  (examples:  bank laundromat,  barber shop, funeral
     parlor, hospital, gas station, business offices such as lawyer, accountant,
     healthcare  provider or insurance  office)

g.   Stations used for specified public transportation  (examples: bus terminal,
     depot)

h.   Places of public display or collection (examples: museum, library, gallery)


i.   Places of recreation  (examples:  park,  zoo,  amusement park)

j.   Places of education (examples:  nursery, elementary,  secondary, private or
     other  undergraduate  or  postgraduate  school)

k.   Social service center  establishments  (examples:  day-care center,  senior
     citizen center,  homeless shelter, food bank, adoption agency)

l.   Places of exercise or recreation (examples: gym, health spa, bowling alley,
     golf course)

2. Any  sidewalks,  lobbies,  passages and stairways  shall not be obstructed or
used by Tenant for any  purpose  other than  ingress  and egress from and to the
Premises.  Landlord  shall in all cases  retain  the right to control or prevent
access by all persons  whose  presence,  in the judgment of  Landlord,  shall be
prejudicial to the safety, peace or character of the Property.

3. The toilet rooms, toilets, urinals, sinks, faucets, plumbing or other service
apparatus  of any kind shall not be used for any  purposes  other than those for
which they were installed, and no sweepings,  rubbish, rags, ashes, chemicals or
other  refuse  or  injurious  substances  shall  be  placed  therein  or used in
connection therewith or left in any lobbies, passages, elevators or stairways.

4.  Tenant  shall  comply  with  all  safety,  fire  protection  and  evacuation
procedures and regulations  established by Landlord or any governmental  agency.
No person shall go on the roof without Landlord's permission.

5. Skylights,  windows, doors and transoms shall not be covered or obstructed by
Tenant,  and Tenant shall not install any window covering which would affect the
exterior appearance of the Building,  except as approved in writing by Landlord.
Tenant shall not remove,  without Landlord's prior written consent,  any shades,
blinds or curtains in the Premises.

6. Without  Landlord's  prior written consent,  Tenant shall not hang,  install,
mount, suspend or attach anything from or to any sprinkler, plumbing, utility or
other lines. If Tenant hangs,  installs,  mounts,  suspends or attaches anything
from or to any doors, windows,  walls, floors or ceilings,  Tenant shall sparkle
and sand ail holes and  repair  any  damage  caused  thereby  or by the  removal
thereof at or prior to the  expiration or  termination  of the lease.  If Tenant
elects to seal the floor,  Tenant  shall seal the entire  unfinished  floor area
within  the  Premises.  If  Tenant  elects to paint  all or any  portion  of the
Premises,  Tenant,  prior to the termination of the lease,  shall restore all or
such portion(s) of the Premises to the painted or unpainted condition thereof as
of the Commencement Date.

7.Tenant  shall not change any locks nor place  additional  locks upon any doors
and shall surrender all keys and passes at the end of term.

8. Tenant shall not use nor keep in the Building any matter  having an offensive
odor, nor explosive or highly  flammable  material,  nor shall any animals other
than seeing eye dogs in the company of their  masters be brought into or kept in
or about the Premises.

9.  if  Tenant  desires  to  introduce  electrical,   signalling,   telegraphic,
telephonic,  protective  alarm or other wires,  apparatus  or devices,  Landlord
shall direct where and how the same are to be placed,  and except as directed no
installation boring or cutting shall be permitted. Landlord shall have the right
to prevent and to cut off the transmission of excessive or dangerous  current of
electricity  or  annoyances  into or through the Building or the Premises and to
require the changing of wiring connections or layout at Tenant's expense, to the
extent that Landlord may deem necessary,  and further to require compliance with
such reasonable  rules as Landlord may establish  relating  thereto,  and in the
event of non-compliance with the requirements or rules,  Landlord shall have the
right  immediately to cut wiring or to do what it considers  necessary to remove
the danger,  annoyance or electrical  interference with apparatus in any part of
the  Building.  All wires  installed  by Tenant  must be  clearly  tagged at the
distributing boards and junction boxes and elsewhere where required by Landlord,
with the  number of the office to which said wires  lead,  and the  purpose  for
which the wires respectively are used, together with the name of the concern, if
any, operating same.

10. Tenant shall not place weights anywhere beyond the safe carrying capacity of
the Building,

11. The use of rooms as sleeping quarters is strictly prohibited at all times.

12. Tenant shall have the right,  at Tenant's sole risk and  responsibility,  to
use its  proportional  share of the parking spaces at the Property as reasonably
determined  by  Landlord.  Tenant  shall  comply with all  "parking  regulations
promulgated  by  Landlord  from time to time for the  orderly use of the vehicle
parking areas,  including without  limitation tile following:.  Parking shall be
limited to automobiles,  passenger or equivalent vans,  motorcycles,  light four
wheel pickup trucks and (in  designated  areas)  bicycles.  No vehicles shall be
left in the parting tot overnight. Parked vehicles shall not be used for vending
or any other  business or other  activity  while  parked in the  parking  areas.
Vehicles shall be parked only in striped parking spaces,  except for loading and
unloading,  which shall occur solely in zones marked for such purpose, and be so
conducted as to not unreasonably interfere with traffic flow within the Property
or with  loading  and  unloading  areas of other  tenants.  Employee  and tenant
vehicles  shall not be parked in spaces  marked  for  visitor  parking  or other
specific use. All vehicles  entering or parking in the parking areas shall do so
at owner's sole risk,  and Landlord  assumes no  responsibility  for any damage,
destruction,  vandalism or theft.  Tenant shall  cooperate  with Landlord in any
measures  implemented  by  Landlord  to  control  abuse  of the  parking  areas,
including without  limitation access control programs,  tenant and guest vehicle
identification  programs, and validated parking programs,  provided that no such
validated  parking  program  shall result in Tenant being  charged for spaces to
which it has a right to free use under  its  lease.  Each  vehicle  owner  shall
promptly respond to any sounding vehicle alarm or horn, and failure to do so may
result in  temporary  or  permanent  exclusion  of such vehicle from the parking
areas. Any vehicle which violates the parking regulations may be cited, towed at
the expense of the owner,  temporarily or permanently  excluded from the parking
areas, or subject to other lawful consequence.

13. If Landlord  designates the Building as a non-smoking  building and provides
outdoor smoking area(s), Tenant and its Agents shall not smoke in the Building.

14. If at Tenant's request, Landlord consents to Tenant having a dumpster at the
Property,  Tenant shall locate the dumpster in the area  designated  by Landlord
and shall keep and maintain  the dumpster  clean and painted with lids and doors
in good working order and, at Landlord's request, locked.

15. Tenant shall provide Landlord with a written  identification  of any vendors
engaged by Tenant to perform  services  for  Tenant at the  Premises  (examples:
cleaners,   security   guards/monitors,    trash   haulers,   telecommunications
installers/maintenance).

16.  Tenant  shall  cause all of Tenant's  Agents to comply with these  Building
Rules.

17.  Landlord  reserves  the right to  rescind,  suspend  or modify any rules or
regulations  and to make such  other  rules and  regulations  as, in  Landlord's
reasonable  judgment,  may from time to time be  needed  for the  safety,  care,
maintenance.  operation and cleanliness of the Property. Notice of any action by
Landlord  referred to in this  paragraph,  given to Tenant,  shall have the same
force and effect as if originally made a part of the foregoing  lease. New rules
or regulations will not, however,  be unreasonably  inconsistent with the proper
and rightful enjoyment of the Premises by Tenant under the lease.

18. These Building Rules are not intended to give Tenant any rights or claims in
the event that  Landlord  does not enforce any of them against any other tenants
or if Landlord does not have the right to enforce them against any other tenants
and such nonenforcement will not constitute a waiver as to Tenant.

19. Tenant shall be deemed to have read these  Building Rules and to have agreed
to abide by them as a condition to Tenant's occupancy of the Premises.

<PAGE>

EXHIBIT "D" TENANT ESTOPPEL CERTIFICATE


Please  refer  to the  documents  described  in  Schedule  1 hero,  (the  "Lease
Documents")  including the "Lease" therein described;  all defined terms in this
Certificate  shall  have the same  meanings  as set  forth in the  Lease  unless
otherwise  expressly set forth herein.  The undersigned  Tenant hereby certifies
that it is the tenant under the Lease.  Tenant hereby further  acknowledges that
it has been advised that the Lease may be  collaterally  assigned in  connection
with a proposed  financing  secured by the  Property  and/or may be  assigned in
connection with a sale of the Property and certifies both to Landlord and to any
and all  prospective  mortgagees and  purchasers of the Property,  including any
trustee on behalf of any  holders  of notes or other  similar  instruments,  any
holders  from  time to time  of such  notes  or  other  instruments,  and  their
respective successors and assigns (the "Mortgagees") that as of the date hereof

1. The information set forth in attached Schedule I is true and correct.

2. Tenant is in  occupancy  of the  Premises  and the Lease is in full force and
effect,  and,  except by such writings as are  identified on Schedule 1, has not
been modified,  assigned,  supplemented or amended since its original execution,
nor are there any other agreements  between  Landlord and Tenant  concerning the
Premises, whether oral or since

3. All conditions and agreements under the Lease to be satisfied or performed by
Landlord have been satisfied and performed

4. Tenant is not in default under the Lease  Documents,  Tenant has not received
any notice of default  under the Lease  Documents,  and, to Tenant's  knowledge,
there are no events which have occurred  that,  with the giving of notice and/or
the  passage  of time,  would  result  in a default  by  Tenant  under the Lease
Documents.

5. Tenant has not paid any Rent due under the Lease more than 30 days in advance
of the date due under the Lease and Tenant has no rights of setoff counterclaim,
concession  or other rights of  diminution of any Rent due and payable under the
Lease except as set forth in Schedule 1.

6. To Tenant's knowledge,  there are no uncured defaults on the part of Landlord
under the Lease  Documents,  Tenant has not sent any notice of default under the
Lease  Documents to Landlord,  and there are no events which have occurred that,
with the giving of notice and/or the passage of time,  would result in a default
by Landlord thereunder, and that at the present time Tenant has no claim against
Landlord under the Lease Documents.

7.  Except  as  expressly  set  forth  in Part G of  Schedule  1,  there  are no
provisions  for any, and Tenant has no,  options with respect to the Premises or
all or any portion of the Property.

8.  Except  as set  forth  on Part M of  Schedule  1, no  action,  voluntary  or
involuntary,  is pending  against  Tenant under  federal or state  bankruptcy or
insolvency law.

9. The undersigned has the authority to execute and deliver this  Certificate on
behalf  of  Tenant  and  acknowledges  that all  Mortgagees  will rely upon this
Certificate  in purchasing  the Property or extending  credit to Landlord or its
successors in interest.

10.  This  Certificate  shall  be  binding  upon  the  successors,  assigns  and
representatives  of Tenant and any party  claiming  through or under  Tenant and
shall inure to the benefit of all Mortgagees.

IN WITNESS WHEREOF, Tenant has executed this Certificate this day of , 19

Name of Tenant
By:
Title:


<PAGE>

SCHEDULE 1 TO TENANT ESTOPPEL CERTIFICATE
Lease Documents. Lease Terms and Current Status

A. Date of Lease:
B. Parties:
1. Landlord
2. Tenant d/b/a
C  Premises known as:
D. Modifications, Assignments, Supplements or Amendments to Lease:
E. Commencement Date:
F. Expiration of Current Term:
G. Options:
H. Security Deposit Paid to Landlord: S
1. Current Fixed Minimum Rent (Annualized): S
J. Current Additional Rent (and if applicable, Percentage Rent)(Annualized): S
k
K. Current Total Rent: $
L_ Square Feet Demised:
M. Tenant's Bankruptcy or other Insolvency Actions:
h:

<PAGE>
LEASE TERMINATION AGREEMENT

THIS  AGREEMENT  is made this  7th day of May,  1998,  by and  between  LIBERTY
PROPERTY LIMITED PARTNERSHIP,  a Pennsylvania  limited partnership  ("Landlord")
and OPEN PLAN SYSTEMS, INC., a Virginia corporation ("Tenant"). BACKGROUND:

A. Lingerfelt and Carpenter,  Landlord's predecessor,  and Tenant entered into a
Lease  Agreement  dated April 6, 1992,  as amended by First  Amendment  to Lease
dated  June 22,  1993 and Second  Amendment  to Lease  dated  April 3, 1995 (the
"Lease") covering certain premises located at 4263-99 Carolina Avenue, Richmond,
Virginia 23222, as more fully described in the Lease (the "Premises").

B. Tenant desires to terminate the Lease prior to the Expiration  Date set forth
in the Lease and  Landlord  has agreed to an early  termination  of the Lease in
accordance with the terms and conditions  contained herein. NOW, THEREFORE,  the
parties hereto, in consideration of the mutual promises and covenants  contained
herein,  and intending to be legally  bound hereby,  agree that the Lease is and
shall be  terminated  effective  as of April 30, 1998 (the  "Termination  Date")
provided as follows:

1. Tenant shall comply with all the terms and  conditions  of the Lease  through
the Termination Date;  thereafter neither party shall have any further rights or
obligations  under the Lease other than any obligations of Tenant which by their
terms survive the expiration or earlier termination of the Lease.

IN WITNESS  WHEREOF,  Landlord and Tenant have caused this  Agreement to be duly
executed under seal as of the day and year first above written.

 LIBERTY PROPERTY LIMITED  PARTNERSHIP

By: Liberty Property Trust,  Sole General Partner By: Name:
AA 06A

Title:
Witness/Attest:
OPEN PL SYSTEMS INC.
By: 'Name, Title: