<PAGE>
EXHIBIT 10.35



                                 LEASE AGREEMENT



                                    LANDLORD:

                              112 JULIAD COURT LLC



                                     TENANT:


                       SCIENCE & TECHNOLOGY RESEARCH, INC.




<PAGE>


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                                TABLE OF CONTENTS

ARTICLE I
         Definitions of Certain Terms
ARTICLE II
         Premises
ARTICLE III
         Term
ARTICLE IV
         Base Rent
ARTICLE V
         Increases in Operating Charges
ARTICLE VI
         Use of Premises
ARTICLE VII
         Assignment, Subletting or Transfer
ARTICLE VIII
         Maintenance and Repairs
ARTICLE IX
         Alterations
ARTICLE X
         Signs
ARTICLE XI
         Security Deposit
ARTICLE XII
         Holding Over
ARTICLE XIII
         Insurance
ARTICLE XIV
         Services and Utilities
ARTICLE XV
         Liability of Landlord
ARTICLE XVI
         Rules
ARTICLE XVII
         Damage to Building
ARTICLE XVIII
         Condemnation
ARTICLE XIX
         Default
ARTICLE XX
         Bankruptcy
ARTICLE XXI
         Subordination
ARTICLE XXII
         Quiet Enjoyment
ARTICLE XXIII
         General Provisions


LIST OF ATTACHMENTS:

         EXHIBIT A -- Diagram of Premises

         EXHIBIT B --Work Agreement

         EXHIBIT C -- Form of Certificate Affirming Lease Commencement Date

         EXHIBIT D -- Rules




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<PAGE>


                                 LEASE AGREEMENT

         THIS LEASE AGREEMENT (the "Lease") is dated as of the 11th day of
October, 2000, by and between 112 JULIAD COURT LLC ("Landlord"), and SCIENCE &
TECHNOLOGY, INC., a VIRGINIA CORPORATION ("Tenant").


                                    ARTICLE I
                          DEFINITIONS OF CERTAIN TERMS

         This Article defines certain terms used in this Lease. Certain other
terms are defined in other places in this Lease. When used in this Lease, each
term shall have the meaning indicated.

     1.1 Anticipated Occupancy Date: NOVEMBER 1, 2000.

     1.2 Base Rent: $45,975.00 for the first Lease Year (which amount is based
on $10.00 S.F. OFFICE SPACE AND $4.50 S.F. WAREHOUSE SPACE per square foot of
rentable area in the Premises) and adjusted for each succeeding Lease Year as
provided herein.

     1.3 Base Rent Escalator: FOUR percent (4%).

     1.4 Broker(s): For Landlord: SULLIVAN PROPERTIES, INC. For Tenant: N/A.

     1.5 Building: A building containing approximately 55,000 square feet of
rentable office and warehouse area, known as 112 JULIAD CT. and located at 112
JULIAD COURT, STAFFORD COUNTY, VIRGINIA.

     1.6 Building Architect: N/A.

     1.7 "INTENTIONALLY LEFT BLANK"

     1.8 Landlord's Address: C/O SULLIVAN PROPERTIES, INC. 608 WILLIAM STREET
FREDERICSKSBURG, VIRGINIA 22401.

     1.9 Parking Rent: $N/A per month per Permitted Parking Space for the first
Lease Year adjusted for each succeeding Lease Year as provided herein.

     1.10 Lease Term Length: 24 months.

     1.11 "INTENTIONALLY LEFT BLANK"

     1.12 Permitted Parking Spaces: 3 per 1,000 square feet of office space and
1 per 1,000 square feet of warehouse space, for a total of 14 parking spaces.
The Permitted Parking Spaces shall be reasonably allocated among standard,
compact, and subcompact spaces in the Building's parking facility.


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<PAGE>

     1.13 Premises: APPROXIMATELY 2,910 S.F. OFFICE AND 3,750 S.F. WAREHOUSE of
rentable area located on the 2ND floor of the Building, substantially as shown
on Exhibit A.

     1.14 Operating charges: Tenant shall pay proratta share of operating
charges associated with the building. The definition of the charges can be found
in section 5.2. The current charge, due monthly, is $1.40 per s.f. or $770.00
per month

     1.15 Utility charges: Tenant shall pay utility charges associated with the
Premises, which is further defined in section 5.4. The current charge, due
monthly, is $1.50 per s.f. or $825. per month.

     1.16 Security Deposit: An amount equal to ONE months initial Base Rent.

     1.16 Space Plan Due Date: 10/11/00.

     1.17 Tenant's Address: 112 JULIAD COURT, FREDERICKSBURG, VA 22406.

     1.18 Tenant's Representative: EDWARD L. KESSLER, EXEC. V.P./GENERAL
MANAGER.

     1.19 Use: General office and light manufacturing use.

                                   ARTICLE II
                                    PREMISES

     2.1 Tenant leases the Premises in the project identified in Paragraph 1.5,
consisting of the building or buildings, roadways, sidewalks, utilities and
other infrastructure improvements (the "Project") from Landlord for the term and
upon the conditions and covenants stated in this Lease. Tenant shall have the
non-exclusive right to use the common and public areas of the Building solely
for purposes of ingress to and egress from the Building.

     2.2 Tenant, its employees and visitors, shall have the right to park
automobiles in the Building's parking spaces. The number of parking spaces
available for Tenant, its employees and visitors shall be equal to the number of
Permitted Parking Spaces set forth in Article I. Tenant shall not use, or permit
its invitees to use, any number of spaces in excess of the number of Permitted
Parking Spaces. Subject to availability, Tenant shall have the right to lease
additional parking spaces on a month-to-month basis.

                                   ARTICLE III
                                      TERM

     3.1 This Lease is effective between the parties when fully executed by
them. The period referred to in this Lease as the "Lease Term" shall commence on
the Lease Commencement Date determined as provided in Section 3.2. The Lease
Term shall continue for the Lease Term Length shown in Article I; provided that,
if the Lease Commencement Date is not the first day of a month, then the Lease
Term shall continue for the Lease Term Length plus that number of days necessary
to make the Lease Term expire on the last day of the month in which the Lease
Term Length expires. The Lease Term shall also include any renewal or extension
of the term of this Lease.

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<PAGE>

     3.2 The "Lease Commencement Date" shall be the earlier of (a) the date
Tenant Work is deemed Substantially Completed as determined pursuant to Exhibit
B, or (b) the date Tenant commences beneficial use of the Premises. Tenant shall
be deemed to have commenced beneficial use of the Premises when Tenant begins to
move Furnishings into the Premises. "Furnishings" shall mean furniture,
furnishings, inventory, equipment or trade fixtures. Promptly after the Lease
Commencement Date is ascertained, Landlord and Tenant shall execute a
certificate (substantially in the form of Exhibit C) confirming the Lease
Commencement Date and any other matters reasonably requested by Landlord.

     3.3 It is presently anticipated that the Premises will be delivered to
Tenant on or about the Anticipated Occupancy Date. If Landlord does not complete
construction and deliver possession of the Premises by such date, the rights and
obligations of Landlord and Tenant shall be as set forth in the Work Agreement
(as attached hereto as Exhibit B), and this Lease shall not be rendered voidable
on account thereof.

     3.4 "Lease Year" shall mean a period of twelve (12) consecutive months
commencing on the Lease Commencement Date and each successive twelve (12) month
period thereafter; provided, however, that if the Lease Commencement Date is not
the first day of a month, then the second Lease Year shall commence on the first
day of the month in which the first anniversary of the Lease Commencement Date
occurs, and each successive Lease Year shall commence on the anniversary of the
second Lease Year. The period in which the Lease Term expires or terminates
shall be a Lease Year even if it is shorter than twelve (12) months.

                                   ARTICLE IV
                                    BASE RENT

     4.1 Tenant shall pay the Base Rent in equal monthly installments in advance
on the first day of each month during a Lease Year. On the first day of the
second and each subsequent Lease Year, the Base Rent in effect shall be
increased by an amount equal to the Base Rent Escalator multiplied by the Base
Rent in effect immediately before the increase. If the day Tenant's rent
obligation commences is not the first day of a month, then the Base Rent from
such rent commencement date until the first day of the following month shall be
prorated on a per diem basis at the rate of one-thirtieth (1/30) of the month
installment of the Base Rent payable during the Lease Year in which the rent
commencement date occurs. Concurrently with Tenant's execution of this Lease,
Tenant shall pay an amount equal to one (1) monthly installment of the Base Rent
in effect during the first Lease Year, which amount shall be credited toward the
first monthly installment(s) of the Base Rent payable under this Lease after any
rent abatement period has ended.

     4.2 All Base Rent, additional rent and other sums payable by Tenant shall
be paid to Landlord in legal tender of the United States, at Landlord's Address,
or to such other party or such other address as Landlord may designate in
writing. Landlord's acceptance of rent after it shall have become due and
payable shall not excuse a delay upon subsequent occasions or constitute a
waiver of rights.

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                                    ARTICLE V
                         INCREASES IN OPERATING CHARGES

     5.1 Tenant shall pay as additional rent Tenant's proportionate share of the
Operating Charges during each calendar year falling entirely or partly within
the Lease. For purposes of this Section, Tenant's proportionate share shall be
that percentage (12%) which is equal to a fraction, the numerator of which is
the number of square feet of rentable area in the Premises (6,600 S.F.), and the
denominator of which is the number of square feet of rentable office and
warehouse area in the Building (55,000 S.F.).

     5.2 "Operating Charges" shall mean all expenses incurred in owning,
operating, managing, maintaining and repairing the Building and/or the land on
which it is located (the "Land"), including but not limited to: (a) Common area
electricity, water, sewer and other utility charges; (b) insurance premiums; (c)
management fees including, without limitation, salaries for on-site employees
not above the level of building manager; (d) costs of service and maintenance
contracts; (e) maintenance and repair expenses; (f) amortization of amounts
under 5.2(i)(2), with interest at the published Wall Street Journal Prime Rate
plus one percent (1%); (g) Real Estate Taxes; (h) charges or costs for
janitorial services; (i) charges or costs to operate, maintain, or repair common
or public areas or facilities of the Project, including charges or costs (1) to
pay for landscaping in such common areas or facilities, (2) to pay for capital
improvements (related to repairs and maintenance of the Project or to reduce
Operating Charges, in which case such capital improvements will be depreciated
over their usable life) in such common areas or facilities, (3) to pay for any
transportation or means of transportation contemplated by any covenants or
governmental requirements now or hereafter affecting the Building, and (4) to
pay for any architectural review board or other administrative expenses; (j) any
business, professional or occupational license tax payable by Landlord with
respect to the Building; (k) reasonable reserves for replacements, repairs and
contingencies with respect to common or public areas or facilities of the
Project (not to include capital improvements except for those related to repairs
and maintenance of the Project or to reduce Operating Charges, in which case
such capital improvements will be depreciated over their usable life); (l) costs
of decorating and landscaping the grounds and the common areas of the Building;
and (m) any sales tax paid by Landlord with respect to goods and services in
connection with the foregoing. Operating Charges shall not include: principal or
interest payments on any mortgage, deed of trust or ground lease; leasing
commissions; depreciation of the Building except as specified above; and the
costs of special services or utilities separately charged directly to particular
tenants of the Building. Current charge is $1.40 s.f. to be paid monthly along
with the rent.

     5.3 "Real Estate Taxes" shall mean: (a) all real estate taxes, including
general and special assessments, if any, which are imposed upon Landlord or
levied or assessed against the Building and/or the Land; (b) any other present
or future taxes or governmental charges that are imposed upon Landlord or
assessed against the Building or the Land which are in the nature of or in
substitution for real estate taxes, including any tax levied on or measured by
the rents payable by tenants of the Building; and (c) expenses (including
reasonable attorneys' fees) incurred in reviewing or seeking a reduction of real
estate taxes.


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<PAGE>

     5.4 "UTILILTIES" shall mean all expenses incurred in supplying utilities,
including but not limited to: electricity, water, sewer and natural gas. Current
charge is $1.50 s.f. to be paid monthly along with the rent. Landlord reserves
the right to separately meter any or all utilities.

     5.5 Any assessments, charges, costs or taxes payable with respect to the
Land or the Building because of their location within the Project, including
real estate taxes assessed with respect to the common areas or facilities of the
Project which (pursuant to the common covenants affecting the Project or
otherwise) are properly allocated to the Land or the Building shall, where
appropriate, be included in Operating Charges or Real Estate Taxes.

     5.6 INTENTIONALLY LEFT BLANK

     5.7 Within approximately one hundred twenty (120) days after the end of
each calendar year, beginning 2001, Landlord shall submit a full and accurate
accounting, including, but not limited to, an itemized statement showing (a)
Tenant's proportionate share of the Operating Charges incurred during the
preceding calendar year exceeded the Operating Charges (b) the aggregate amount
of Tenant's payments during such year. If such statement indicates that the
aggregate amount of such estimated payments exceeds Tenant's actual liability,
then Landlord will credit the net overpayment to Tenant. If such statement
indicates that Tenant's actual liability exceeds the aggregate amount of such
estimated payments, then Tenant shall pay the amount of such excess within
thirty (30) days of written notice from the Landlord.

     5.8 Landlord's failure or delay in rendering any particular statement or
statements contemplated by this Article shall not constitute a waiver of
Landlord's right thereafter to render such statement or statements.

     5.9 If the Lease Term commences or expires on a day other than the first
day or the last day of a calendar year, respectively, then Tenant's liability
for Operating Charges incurred during such year shall be proportionately
reduced.

                                   ARTICLE VI
                                 USE OF PREMISES

     6.1 Tenant shall use the Premises solely for the Use set forth in Article I
and for no other use or purpose. Tenant shall not cause or allow the use or
occupancy of the Premises in any manner which will or is likely to (a) violate
any present or future laws, ordinances, regulations or orders (collectively,
"Laws") or any covenants, conditions or restrictions now of record concerning
the use and occupancy of the Premises and all Furnishings therein (b) constitute
waste, nuisance or unreasonable annoyance to Landlord or any tenant of the
Building, (c) impair or interfere with any base building systems or facilities,
(d) adversely affect the character, appearance or reputation of the Building, or
(e) increase the number of parking spaces required for the Building or
materially increase the number of parking spaces used by Tenant. Tenant shall
obtain and keep current any temporary or permanent occupancy or use permits
required by any Law at Tenant's expense and promptly deliver a copy thereof to
Landlord.


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<PAGE>

     6.2 Tenant shall pay before delinquency any business, rent or other tax or
fee that is now or hereafter assessed or imposed upon Tenant's use or occupancy
of the Premises, the conduct of Tenant's business in the Premises or Tenant's
Furnishings or personal property. If any such tax or fee is enacted or altered
so that such tax or fee is imposed upon Landlord or so that Landlord is
responsible for collection or payment thereof, then Tenant shall deliver a
receipt or proof of payment for any such tax or fee as levied or charged from
time to time or, if requested by Landlord, Tenant shall pay the amount of such
tax or fee and the costs of any collection thereof promptly to Landlord upon
demand.

     6.3 Tenant shall not generate, use, store or dispose of any Hazardous
Materials in or about the Building or the Land. "Hazardous Materials" shall
mean: (a) "hazardous wastes," as defined by the Resource Conservation and
Recovery Act of 1976, as amended from time to time; (b) "hazardous substances,"
as defined by the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended from time to time; (c) "toxic substances," as
defined by the Toxic Substances Control Act, as amended from time to time; (d)
"hazardous materials," as defined by the Hazardous Materials Transportation Act,
as amended from time to time; (e) oil or other petroleum products; and (f) any
substance whose presence could be detrimental to the Building or hazardous to
health or the environment. This restriction shall not be deemed to prevent
Tenant's reasonable use of materials, which are typical in the day to day use of
space for general office purposes.

                                   ARTICLE VII
                       ASSIGNMENT, SUBLETTING OR TRANSFER

     7.1 (a) A "Transfer" is any assignment, subletting, use, occupancy or
transfer of the Premises or any part thereof by or to anyone other than Tenant.
A "Transferee" is any individual, group or entity to whom a Transfer is made.
Tenant shall not Transfer this Lease or any of Tenant's rights or obligations
hereunder, without Landlord's prior written consent, which consent may be
granted or withheld in Landlord's discretion provided that such consent shall
not be withheld or delayed if the following conditions all have been satisfied:

         (i) In the reasonable judgment of the Landlord, the proposed Transferee
is of a character and financial worth such as is in keeping with the standards
of Landlord in those respects for the Building, and the nature of the proposed
Transferee's business and its reputation are in keeping with the character of
the Building and its tenancies.

         (ii) The purposes for which the proposed Transferee intends to use the
Premises or the applicable portion thereof are uses expressly permitted by and
not prohibited by this Lease including, without limitation, the provisions of
Article VI hereof, and by any other lease in the Building.

         (iii) The proposed occupancy shall not increase the office cleaning
requirements, exceed the capacity of any base building system including, without
limitation, the electrical, heating, ventilation and air-conditions system, or
impose a material extra burden upon the Building's parking, equipment or
services.

         (iv) In the event any such Transfer will result in there being more
than two (2) tenants in addition to Tenant in the Premises, any additional
Transfer shall be subject to Landlord's reasonable determination that the number
of additional tenants shall not adversely affect other tenants' use of the
Building, the operation and maintenance of the Building, or otherwise detract
from the character of the Building as a comparable office and warehouse space.


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<PAGE>

         (v) "INTENTIONALLY LEFT BLANK"

         (vi) No Event of Default, and no uncured default, shall have occurred
under this Lease, either at the time Landlord's consent to such Transfer is
requested, or at the commencement of the term of any proposed Transfer, or upon
the effective date of any such Transfer, and Tenant shall have complied with all
of the terms of this Article VII in connection with such Transfer.

         (vii) The proposed Transferee shall not be entitled, directly or
indirectly, to diplomatic or sovereign immunity and shall not be a government or
quasi government agency and shall be subject to the service of process in, and
under the jurisdiction of the courts of, the state in which the Building is
situated.

         (viii) The term of any proposed Transfer shall not be less than six (6)
months in length, except to the extent that the balance of the Lease Term at the
time of such proposed Transfer shall be less than six (6) months.

         (ix) In the event there have been more than two (2) previous
Transferees during the term of this Lease of any single portion of the space
proposed to be Transferred, any additional Transferee shall be subject to
Landlord's reasonable determination that the fluctuation in tenants shall not
adversely affect other tenants' use of the Building, the operation and
maintenance of the Building, or otherwise detract from the character of the
Building as comparable office and warehouse space.

         (x) Any Mortgagee whose consent is required shall have consented to
such Transfer.

         (xi) The proposed Transferee shall not have been specifically
identified in writing by Landlord's broker as a prospective tenant who remains
in active negotiations with Landlord within the ninety (90) days immediately
preceeding the initial request for the transfer.

         (b) No Transfer of this Lease may be effected by operation of law or
otherwise without Landlord's prior written consent as provided above. Any
Transfer, Landlord's consent thereto or Landlord's collection or acceptance of
rent from any Transferee shall not be construed as (i) an acceptance of such
Transferee as a tenant, (ii) a waiver or release of Tenant from liability
hereunder, or (iii) a waiver of Tenant's and any Transferee's obligation to
obtain Landlord's prior written consent to any subsequent Transfer. With respect
to any permitted assignment of this Lease, Tenant assigns to Landlord any sum
due from any Transferee as security for Tenant's performance of its obligations
pursuant to this Lease. Tenant authorizes each such Transferee to pay such sum
directly to Landlord if such Transferee receives written notice from Landlord
specifying that such rent shall be paid directly to Landlord. All restrictions
and obligations imposed pursuant to this Lease on Tenant shall be deemed to
extend to any Transferee, and Tenant shall cause any Transferee to comply with
all such restrictions and obligations. If the Lease Term or Tenant's right of
possession shall terminate prior to the stated expiration of the Lease Term,
then, at Landlord's option in its sole and absolute discretion, Landlord may
(but shall not be required to) succeed to the rights of Tenant under any or all
Transfers. Tenant shall not mortgage, pledge or encumber this Lease without
Landlord's prior written consent, which consent may be granted or withheld in
Landlord's sole and absolute discretion. Tenant shall pay the reasonable
expenses (including attorneys' fees) incurred by Landlord in connection with
Tenant's request for Landlord to give its consent to any Transfer or Mortgage.


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<PAGE>

     7.2 If Tenant is a partnership, then any dissolution of Tenant or a
withdrawal or change, whether voluntary, involuntary or by operation of law, of
partners owning a controlling interest in Tenant shall be deemed a Transfer of
this Lease subject to this Article. If Tenant is a corporation, then any
dissolution, merger, consolidation or other reorganization of Tenant, or any
sale or transfer of a controlling interest of its capital stock, shall be deemed
a Transfer of this Lease subject to this Article. If any Transfer is deemed to
have occurred pursuant to this Section, the Transferee shall be deemed to be
paying the greater of fair market rent or the actual rent to be paid by such
Transferee after any abatement or free rent period for purposes of determining
the excess rent referred to in Section 7.5 below.

     7.3 In order to request the consent of Landlord to a Transfer pursuant to
this Article, Tenant shall give Landlord written notice ("Tenant's Request
Notice") of the identity of the proposed Transferee and its business, all terms
of the proposed Transfer, the commencement date of the proposed Transfer, (the
"Proposed Transfer Commencement Date") and the area proposed to be assigned or
sublet (the "Proposed Transfer Space"). Tenant shall also transmit therewith the
most recent financial statement or other evidence of financial responsibility of
such Transferee, a certification executed by Tenant and such proposed Transferee
stating whether (and to what extent) any premium or other consideration is being
paid for the proposed Transfer, and all other information reasonably requested
by Landlord concerning such proposed Transferee. Tenant agrees to pay Landlord's
reasonable attorney's fees and costs incurred in connection with any proposed
assignment or subletting.

     7.4 Landlord shall have the right in its sole and absolute discretion to
terminate this Lease with respect to the Proposed Transfer Space by sending
Tenant written notice within thirty (30) days after Landlord's receipt of
Tenant's Request Notice. If the Proposed Transfer Space does not constitute the
entire Premises and Landlord elects to terminate this Lease with respect to the
Proposed Transfer Space, then: (a) Tenant shall tender the Proposed Transfer
Space to Landlord on the Proposed Transfer Commencement Date as if the Proposed
Transfer Commencement Date had been originally set forth in this Lease as the
expiration date of the Lease Term with respect to the Proposed Transfer Space;
and (b) as to all portions of the Premises other than the Proposed Transfer
Space, this Lease shall remain in full force and effect except that the
Permitted Parking Spaces, the additional rent payable pursuant to Article V, the
Parking Rent, and the Base Rent shall be reduced proportionately based on square
footage. Tenant shall pay all expenses of demising walls and other construction
required to permit the operation of the Proposed Transfer Space separate from
the balance of the Premises. If the Proposed Transfer Space constitutes the
entire Premises and Landlord elects to terminate this Lease, then: (1) Tenant
shall tender the Premises to Landlord on the Proposed Transfer Commencement
Date; and (2) the Lease Term shall terminate on the Proposed Transfer
Commencement Date.


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<PAGE>

     7.5 If the Transferee is to pay any amount in excess of the rent and other
charges due under this Lease, then, whether such excess be in the form of an
increased rental, lump sum payment, payment for the sale or lease of fixtures or
other leasehold improvements which were provided pursuant to the Work Agreement
or any other form (and if the applicable space does not constitute the entire
Premises, the existence of such excess shall be determined on a pro rata basis),
Tenant shall pay to Landlord any such excess (net of reasonable and customary
specific costs associated with the assignment or sublease, such as improvements
to the Premises and brokerage fees) upon such terms as shall be specified by
Landlord and in no event later than ten (10) days after Tenant receives (or is
deemed to have received) such excess. Landlord shall have the right to inspect
Tenant's books and records relating to any Transfer. Any Transfer shall be
effected on forms supplied or approved by Landlord.

                                  ARTICLE VIII
                             MAINTENANCE AND REPAIRS

     8.1 Tenant shall at its sole expense keep and maintain the Premises and all
Furnishings including, without limitation, any supplemental heating, ventilating
or air conditioning equipment and any other equipment located in the Premises in
clean, safe and sanitary condition and in good order and repair, shall suffer no
waste or injury thereto, and at the expiration or earlier termination of the
Lease Term, shall surrender the Premises in the same order and condition in
which they were on the Lease Commencement Date, ordinary wear and tear excepted.
Except as otherwise provided in Article XVII, all injury, breakage and damage to
the Premises and to any other part of the Building or the Land caused by any act
or omission of any invitee, agent, employee, subtenant, assignee, contractor,
client, family member, or licensee (collectively "Invitees") or Tenant, shall be
repaired by and at Tenant's expense, except that Landlord shall have the right
at Landlord's option to make any such repair and to charge Tenant for all
reasonable costs and expenses incurred in connection therewith. Tenant
responsible for janitorial and cleaning services for the premises.

     8.2 Subject to the provisions of Article V, Landlord shall provide
janitorial and cleaning services for the Building common areas consistent with a
comparable office and warehouse space in Stafford County, Virginia; maintenance
in good order, condition and repair of the parking facilities and all driveways
leading thereto, as well as all walkways, keeping the same free from any
unreasonable accumulation of snow; maintenance in a neat, safe and orderly
condition of all landscaped areas; maintenance in good order and repair
consistent with a comparable office and warehouse space in Stafford County,
Virginia of the Premises and the remainder of the Building and the Project
including but not limited to the exterior structure and systems, the walls, load
bearing elements, foundations, pipes and conduits, roof and common areas that
form a part of the Premises, parking areas, elevators, and the building standard
mechanical, electrical, HVAC and plumbing systems, provided, however, that
Tenant shall be responsible for those obligations set forth in Article 8.1
hereof.

                                   ARTICLE IX
                                   ALTERATIONS

     9.1 The original improvement of the Premises shall be accomplished by
Landlord in accordance with Exhibit B. Landlord is under no obligation to make
any alterations, decorations, additions, improvements or other changes in or to
the Premises or to the Building (collectively "Alterations") except as set forth
in Exhibit B or otherwise expressly provided in this Lease. As used in this
Lease, Alterations shall not include the hanging of pictures or other minor
improvements to the Premises such as repainting or recarpeting, provided that
such improvements are consistent with a comparable office and warehouse space.


                                       9
<PAGE>

     9.2 Tenant shall not make or permit anyone to make any Alteration without
Landlord's prior written consent, which consent shall not unreasonably be
withheld. Any Alteration made by Tenant shall be subject to the preceding
sentence and shall be made: (a) in a good, workmanlike, first-class and prompt
manner; (b) using new materials only; (c) by a contractor and in accordance with
plans and specifications and procedures approved in writing by Landlord; (d) in
accordance with all Laws and the requirements of any insurance company insuring
the Building and any Mortgagee; (e) after obtaining Landlord's written approval
of a workmen's compensation insurance and any other insurance policy required by
Landlord; and (f) after delivering to Landlord (i) an architect's certificate
that such Alteration will conform to all applicable Laws, (ii) a copy of all
necessary permits obtained from governmental authorities having jurisdiction,
and (iii) written, unconditional waivers of mechanics' and materialmen's liens
against the Premises and the Building from all proposed contractors,
subcontractors, laborers and material suppliers for all work and materials in
connection with such Alteration. If any lien (or a petition to establish a lien)
is filed in connection with any Alteration, then such lien (or petition) shall
be discharged (or proceedings shall have been filed for the purpose of
discharging any such lien) by Tenant at Tenant's expense within ten (10) days
thereafter by the payment thereof or filing of a bond acceptable to Landlord.
Landlord's consent to the making of any Alteration shall be deemed not to
constitute Landlord's consent to subject its interest in the Premises or the
Building to liens which may be filed in connection therewith. Tenant shall hire
Landlord (or its designee) to perform any Alteration, provided that the charge
to Tenant therefor is reasonable. Tenant shall furnish Landlord with an updated
set of "as-built" drawings reflecting any Alterations made by Tenant.

     9.3 If any Alteration is made without Landlord's prior written consent,
then Landlord shall have the right at Tenant's expense to remove and correct
such Alteration and restore the Premises and the Building to their condition
immediately prior thereto or to require Tenant to do the same. All Alterations
made by either party shall immediately become Landlord's property and shall
remain upon and be surrendered with the Premises at the expiration or earlier
termination of the Lease Term except that Tenant shall be required to remove all
Alterations (including any initial improvements to the Premises designated to be
removed on the initial plans) which Landlord designates in writing (at the time
such Alterations are approved) for removal. Notwithstanding the foregoing
sentence, if Tenant is not in default under this Lease, then Tenant shall have
the right to remove, prior to the expiration or earlier termination of the Lease
Term, all Movable Furnishings installed in the Premises solely at Tenant's
expense. "Movable Furnishings" shall be deemed to exclude any item which would
normally be removed from the Premises with the assistance of any tool or
machinery other than a dolly. If any such Furnishings are not removed by Tenant
prior to the expiration or earlier termination of the Lease Term, then the same
shall become Landlord's property and shall be surrendered with the Premises as a
part thereof; provided, however, that Landlord shall have the right to remove
from the Premises at Tenant's expense such Furnishings and any Alteration,
designated for removal by Landlord in writing, which Tenant fails to remove.
Landlord shall have the right to repair at Tenant's expense all damage to the
Premises or the Building caused by Tenant's removal of Furnishings or
Alterations designated by Landlord in writing for removal or to require Tenant
to do the same.


                                       10
<PAGE>

                                    ARTICLE X
                                      SIGNS

     10.1 Landlord, at its expense, will list Tenant's name in the Building
directory, if any, and provide building standard signage on or near the primary
suite entry door. Tenant shall not paint, affix or otherwise display on any part
of the exterior or interior of the Building any other sign, advertisement or
notice. If any such item that has not been approved by Landlord is so displayed,
then Landlord shall have the right to remove such item at Tenant's expense or to
require Tenant to do the same.

                                   ARTICLE XI
                                SECURITY DEPOSIT

     11.1 Concurrently with Tenant's execution of this Lease, Tenant shall
deposit with Landlord the Security Deposit as security for the performance of
all of Tenant's obligations, covenants, conditions and agreements under this
Lease. Landlord shall not be required to pay interest on the Security Deposit or
to maintain the Security Deposit in a separate account. Upon any default by
Tenant, Landlord may use or apply all or part of the Security Deposit to
reimburse Landlord for any loss or expense incurred by reason of such default or
to pay any sum that Tenant fails to pay. Within three (3) business days after
written notice of Landlord's use of the Security Deposit, Tenant shall deposit
with Landlord cash in an amount sufficient to restore the Security Deposit to
its prior amount. Within approximately sixty (60) days after the later of (a)
the expiration or earlier termination of the Lease Term, or (b) Tenant's
vacating the Premises, Landlord shall return the Security Deposit less such
portion thereof as Landlord may have used to satisfy Tenant's obligations. If
Landlord transfers the Security Deposit to a transferee of the Building or
Landlord's interest therein, then such transferee (and not Landlord) shall be
liable for its return. Any Mortgagee shall not be liable for the return of the
Security Deposit unless such Mortgagee actually receives the Security Deposit.

                                   ARTICLE XII
                                  HOLDING OVER

     12.1 Tenant acknowledges that it is extremely important that Landlord have
substantial advance notice of the date on which Tenant will vacate the Premises,
because Landlord will (a) require an extensive period to locate a replacement
tenant, and (b) plan its entire leasing and renovation program for the Building
in reliance on its lease expiration dates. Tenant also acknowledges that if
Tenant fails to surrender the Premises at the expiration or earlier termination
of the Lease Term, then it will be conclusively presumed that the value to
Tenant of remaining in possession, and the loss that will be suffered by
Landlord as a result thereof, far exceed the Base Rent and additional rent that
would have been payable had the Lease Term continued during such holdover
period. Therefore, if Tenant does not immediately surrender the Premises upon
the expiration or earlier termination of the Lease Term, then the rent shall be
increased to equal the greater of (1) fair market rent for the Premises, or (2)
one and one-half (1.5) times the Base Rent, additional rent and other sums that
would have been payable pursuant to the provisions of this Lease if the Lease
Term had continued during such holdover period. Such rent shall be computed on a
monthly basis and shall be payable on the first day of such holdover period and
the first day of each calendar month thereafter during such holdover period
until the Premises have been vacated. Landlord's acceptance of such rent shall
not in any manner adversely affect Landlord's other rights and remedies,
including Landlord's right to evict Tenant and to recover damages.

                                       11
<PAGE>

Notwithstanding the foregoing, if Landlord consents in writing to Tenant holding
over at the expiration or earlier termination of the Lease Term (which consent
may be withdrawn by Landlord upon the giving of thirty (30) days prior notice to
Tenant), then the rent during such holdover period shall be the greater of (1)
fair market rent for the Premises, or (2) the Base Rent, additional rent and
other sums that would have been payable pursuant to the provisions of this Lease
if the Lease Term had continued during such holdover period.

                                  ARTICLE XIII
                                    INSURANCE

     13.1 Tenant shall not conduct or allow any activity or place or allow the
placement of any item in or about the Building which may (i) subject Landlord to
any increased risk of liability for injury to any person or property, (ii) cause
any increase in the insurance rates on any policies of insurance carried by
Landlord covering the Building, or cause insurance companies of good standing to
refuse to insure the Building in amounts reasonably satisfactory to Landlord,
(iii) result in the cancellation of any policy of insurance or the assertion of
any defense by the insurer to any claim under any policy of insurance maintained
by or for the benefit of Landlord, or (iv) violate any insurance requirement. If
any increase in the cost of such insurance is due to any such activity or item,
then (whether or not Landlord has consented to such activity or item) Tenant
shall pay the amount of such increase as additional rent within five (5) days
after Landlord's demand. The statement of any insurance company or insurance
rating organization (or other organization exercising similar functions in
connection with the prevention of fires or the correction of hazardous
conditions) that such an increase is due to any such activity or item shall be
conclusive evidence thereof.

     13.2 Tenant shall maintain throughout the Lease Term, with a company
licensed to do business in the jurisdiction in which the Building is located,
approved by Landlord and having a rating equal to or exceeding A:XI in Best's
Insurance Guide: (a) broad form comprehensive general liability insurance
(written on an occurrence basis and including contractual liability coverage
insuring the obligations assumed by Tenant pursuant to Section 15.2 and an
endorsement for personal injury); (b) all-risk property insurance; (c)
comprehensive automobile liability insurance (covering automobiles owned by
Tenant); (d) Broad Form Boiler and Machinery Insurance on all air conditioning
equipment, miscellaneous electrical apparatus, boilers and other pressure
vessels or systems, whether fired or unfired, installed by Tenant (or by
Landlord, at Tenant's expense) in or serving the Premises, either as part of the
extended coverage insurance mentioned in clause (b) of this Section or in
amounts set by Landlord, but in no event less than One Million Dollars
($1,000,000); (e) during the course of construction of any Alterations by Tenant
in the Premises and until completion thereof, Builder's Risk insurance on an
"all risk" basis (including collapse) on a completed value (non-reporting) form
for full replacement value, covering interests of Landlord and Tenant (and their
respective contractors and subcontractors) and any Mortgagee, in all work
incorporated in the Building and all materials and equipment in or about the
Premises; (f) Workers' Compensation Insurance, as required by law; and (g) such
other insurance in such amounts as Landlord may reasonably require from time to
time. All such insurance shall contain only reasonable "deductibles." The
minimum amounts of insurance required under this Section shall not be construed
to limit the extent of Tenant's liability under this Lease. Such liability

                                       12
<PAGE>

insurance shall be in minimum amounts typically carried by prudent tenants
engaged in similar operations, but in no event shall be in an amount less than
two million dollars ($2,000,000) combined single limit per occurrence for bodily
injury or death to any one person or any number of persons, and two million
dollars ($2,000,000) general aggregate for property damage. Such property
insurance shall be in an amount not less than that required to replace all work
done to the Premises in excess of that covered by the Work Agreement. Such
automobile liability insurance shall be in an amount not less than one million
dollars ($1,000,000) combined single limit per occurrence for bodily injury and
property damage and two million dollars ($2,000,000) in the aggregate. All
liability insurance shall name Landlord and any Mortgagee of Landlord as
additional insureds. All property insurance shall contain an endorsement that
such insurance shall remain in full force and effect notwithstanding that the
insured may have waived its claims against any person prior to the occurrence of
a loss, and provide that the insurer waives all right of recovery by way of
subrogation against Landlord, its officers, agents and employees. All of
Tenant's insurance shall contain an endorsement prohibiting modification,
expiration or cancellation (1) as to the interests of Landlord and any Mortgagee
of Landlord by reason of any act or omission of Tenant, and (2) without the
insurer's giving Landlord thirty (30) days' prior written notice of such action.
Landlord reserves the right from time to time to reasonably require Tenant to
obtain higher minimum amounts of insurance. Tenant shall deliver a certificate
of insurance and receipts evidencing payment of the premium for all required
insurance policies (and, upon request, copies of all required insurance
policies, including endorsements and declarations) to Landlord on or before the
Lease Commencement Date and at least annually thereafter, no less than thirty
(30) days prior to the earliest expiration date on such certificate.

     13.3 Landlord shall keep the Building insured against loss or damage by
fire and such other risks as are now or may be customarily covered with respect
to buildings and improvements similar in construction, general location, use,
occupancy and design. Landlord shall also maintain for its benefit and for the
benefit of Tenant and other tenants of the Building general public liability
insurance against claims for personal injury, death or property damage occurring
upon, in or about the Project, such insurance to afford protection to Landlord
and its managing agent, if applicable, of a combined single limit of Two Million
and No/100 Dollars ($2,000,000) in respect to the injury, death or property
damage arising out of any accident or occurrence. Landlord agrees to include in
its general public liability insurance policy the contractual liability coverage
insuring Landlord indemnification obligations provided for herein. Any such
coverage shall be deemed primary to any liability coverage secured by Tenant.

     13.4 These insurance provisions shall in no way limit or modify any of the
obligations of Landlord or Tenant under any provisions of this Lease. The
parties agree that such policies of insurance shall permit releases of liability
as provided herein and/or waiver of subrogation clauses in favor of each party
and each waives, releases and discharges the other from all claims or demands
whatsoever which the other may have or acquire under this Lease to the extent of
insurance coverage for such event or occurrence. Insurance premiums paid for
insurance coverage required under this Article XIII by Landlord shall be a
portion of the Operating Expenses described in Article V hereof.

                                   ARTICLE XIV
                             SERVICES AND UTILITIES


                                       13
<PAGE>

     14.1 Landlord shall furnish to the Premises air-conditioning and heating
during the seasons they are required consistent with a comparable office and
warehouse space in Stafford County, Virginia. Landlord shall provide maintenance
services as provided in Article VIII; electricity (24 hours a day/7 days a
week); water (24 hours a day/7 days a week); elevator service (24 hours a day/7
days a week. The normal hours of operation of the Building will be 8:00 a.m. to
6:00 p.m. on Monday through Friday (except Holidays) and 9:00 a.m. to 1:00 p.m.
on Saturday (except Holidays) and such other hours, if any, as Landlord
determines. Landlord agrees to provide Tenant with advance notice of any
scheduled utility outages if Landlord has advance notice of such outages. If
Tenant requires air-conditioning or heat beyond the normal operating hours, then
Landlord will furnish the same at Tenant's expense in accordance with Landlord's
then-current schedule, provided Tenant gives Landlord sufficient advance notice
(not less than 24 hours) of such requirement. Subject to the provisions of this
Lease, Tenant shall have access by electronic card-key system or key to the
Building twenty-four (24) hours a day, seven (7) days a week, three hundred
sixty-five (365) days a year.

     14.2 INTENTIONALLY LEFT BLANK

                                   ARTICLE XV
                              LIABILITY OF LANDLORD

     15.1 Landlord, its members, employees, agents and mortgagees, except for
gross negligence or willful misconduct, shall not be liable to Tenant, any
invitee or any other person or entity for any damage (including indirect and
consequential damage), injury, loss or claim (including claims for the
interruption of or loss to business) based on or arising out of any cause
whatsoever (except as otherwise provided in this Section), including without
limitation the following: repair to any portion of the Premises or the Building;
interruption in the use of the Premises or any equipment therein; any accident
or damage resulting from any use or operation (by Landlord, Tenant or any other
person or entity) of elevators or heating, cooling, electrical, sewerage or
plumbing equipment or apparatus; termination of this Lease by reason of damage
to the Premises or the Building; fire, robbery, theft, vandalism, mysterious
disappearance or any other casualty; actions of any other tenant of the Building
or of any other person or entity; failure or inability to furnish any service or
utility specified in this lease; and leakage in any part of the Premises or the
Building from water, rain, ice or snow that may leak into, or flow from, any
part of the Premises or the Building, or from drains, pipes or plumbing fixtures
in the Premises or the Building. If any condition exists that may be the basis
of a claim of constructive eviction, then Tenant shall give Landlord written
notice thereof and a reasonable opportunity to correct such condition, and in
the interim Tenant shall not claim that it has been constructively evicted or is
entitled to a rent abatement. Any property placed by Tenant or Invitees in or
about the Premises or the Building shall be at the sole risk of Tenant, and
Landlord shall not in any manner be responsible therefor. If any employee of
Landlord receives any package or article delivered for Tenant, then such
employee shall be acting as Tenant's agent for such purpose and not as
Landlord's agent. For purposes of this Article, the term "Building" shall be
deemed to include the Land. Notwithstanding the foregoing provisions of this
Section, Landlord shall not be released from liability to Tenant for any
physical injury to any natural person or other damage or loss caused by, or
resulting from, Landlord's gross negligence or intentional acts.

     15.2 Unless arising or resulting from Landlord's gross negligence or
willful misconduct, Tenant shall reimburse Landlord for, and shall indemnify,
defend upon request and hold Landlord, its employees and agents harmless from
and against, all costs, damages, claims, liabilities, expenses (including
attorneys' fees), losses and court costs suffered by or claimed against

                                       14
<PAGE>

Landlord, directly or indirectly, based on or arising out of, in whole or in
part: (a) use and occupancy of the Premises or the business conducted therein;
(b) any act or omission of Tenant or any Invitee; (c) any breach of Tenant's
obligations under this Lease, including failure to surrender the Premises upon
the expiration or earlier termination of the Lease Term, (d) any entry by Tenant
or any Invitee in or upon the Building prior to the Lease Commencement Date; or
(e) the breach of any representation or warranty made by Tenant in this Lease.

     15.3 If any landlord hereunder transfers the Building or such landlord's
interest therein, then such landlord shall not be liable for any obligation or
liability based on or arising out of any event or condition occurring after such
transfer. Within five (5) days after request, Tenant shall attorn to such
transferee and execute, acknowledge and deliver any document submitted to Tenant
confirming such attornment (at no cost to Tenant).

     15.4 Tenant shall not have the right to offset or deduct the amount
allegedly owed to Tenant pursuant to any claim against Landlord from any rent or
other sum payable to Landlord. Tenant's sole remedy for recovering upon such
claim shall be to institute an independent action against Landlord.

     15.5 If Tenant or any Invitee is awarded a money judgment against Landlord,
then recourse for satisfaction of such judgment shall be limited to execution
against Landlord's estate and interest in the Building. No other asset of
Landlord, any member, manager, partner, director or officer of Landlord
(collectively "Officer") or any other person or entity shall be available to
satisfy or be subject to such judgment, nor shall any Officer or other person or
entity have personal liability for satisfaction of any claim or judgment against
Landlord or any Officer.

                                   ARTICLE XVI
                                      RULES

     16.1 Tenant and Invitees shall observe the rules specified in Exhibit D and
any other rule not inconsistent with this Lease, of which notice is given, that
Landlord may promulgate for the operation or maintenance of the Building.
Landlord shall have no duty to enforce such rules or any provision of any other
lease against any other tenant; provided that Landlord shall not enforce the
rules against Tenant in a way that discriminates unfairly against Tenant.

                                  ARTICLE XVII
                               DAMAGE TO BUILDING

     17.1 If the Premises or the Building are totally or partially damaged by
fire or other casualty, and (a) Landlord's insurance is insufficient (through no
fault of Landlord and provided that Landlord has maintained insurance on the
Building in accordance with Article 13.3 hereof) to pay the full cost of the
repair and restoration to be performed by Landlord, (b) any Mortgagee fails or
refuses to make such insurance proceeds available for such repair and
restoration, (c) zoning or other applicable Laws do not permit such repair and
restoration, (d) the cost of repair and restoration exceeds twenty-five percent
(25%) of the replacement value of the Building, or (e) in Landlord's judgment
the period needed for effecting a satisfactory settlement with any insurance
company involved, removing debris, preparing plans, obtaining all required
governmental permits and other approvals and completing such repair and
restoration will exceed two hundred seventy (270) days after the occurrence of
such damage, then Landlord shall have the right, at its sole option, to


                                       15
<PAGE>

terminate this Lease by giving written notice of termination within forty-five
(45) days after the occurrence of such damage, or, if later, within ten (10)
days after Landlord last receives notice of the existence of any of the
circumstances in clauses (a) through (e) above. Landlord shall have no liability
to Tenant in the event Landlord's estimate of the time frame for the
circumstances in clause (e) above proves inaccurate. If the Premises are totally
or partially damaged by fire or other casualty that renders the Premises totally
or partially inaccessible or unusable, and the conditions in clause (e) above
exist with respect to the Premises, then Tenant shall have the right, at
Tenant's option, to terminate this Lease by giving written notice of termination
within forty-five (45) days after the occurrence of such damage, or, if earlier,
within ten (10) days after Landlord notifies Tenant that Landlord intends to
proceed with repair and restoration as required by this Article. If this Lease
is terminated pursuant to this Article, then rent shall be apportioned (and
rebated to Tenant if applicable) (based on the portion of the Premises which is
usable after such damage) and paid to the date of termination.

     17.2 If this Lease is not terminated as a result of such damage, then,
after collecting the insurance proceeds attributable to such damage (including
the proceeds of any insurance maintained by Tenant with respect to work in
excess of the work performed pursuant to the Work Agreement, which proceeds
shall be paid to Landlord), Landlord shall diligently repair and restore the
Premises to substantially the same condition they were in prior to such damage;
provided, however, that Landlord shall not be required to repair or restore any
of Tenant's Furnishings or personal property. Landlord shall bear the expenses
of such repair and restoration of the Premises and the Building; provided,
however, that: (a) if such damage or destruction was caused by the act or
omission of Tenant or any Invitee, then Tenant shall pay the amount by which
such expenses exceed the insurance proceeds, if any, actually received by
Landlord on account of such damage and the amount of any deductible; and (b)
Tenant shall pay the amount by which the cost of restoring any work in excess of
the work performed pursuant to the Work Agreement exceeds the insurance
proceeds, if any, received with respect thereto. If this Lease is not terminated
as a result of such damage, then commencing on the date of the occurrence of
such casualty until such repair and restoration of the Premises are
substantially complete, Tenant shall be required to pay the Base Rent and
additional rent only for the portion of the Premises that is usable for Tenant
to reasonably conduct its business while such repair and restoration are being
made; provided, however, that: (1) if such damage was caused by the act or
omission of Tenant or any Invitee, then Tenant shall not be entitled to any such
rent reduction; and (2) if a delay in the substantial completion of such repair
and restoration shall occur as a result of any cause of the kind described in
the Work Agreement as a Tenant Delay, including any failure by Tenant to provide
Landlord with plans and specifications for such repair or restoration within
fifteen (15) days of Landlord's request or any delay by Tenant in giving
authorizations, approvals or substitutions necessary for completion of the
repair or restoration, then Tenant shall not be entitled to any rent reduction
for any period in excess of the period which would be necessary regardless of
the aforementioned delays to restore the Premises to the Tenant Cost Allowance
condition.

                                  ARTICLE XVIII
                                  CONDEMNATION

     18.1 If one-third or more of the area of the Premises or occupancy thereof
shall be taken or condemned by any governmental or quasi-governmental authority
for any public or quasi-public use or purpose or sold under threat of such a
taking or condemnation (collectively, "Condemned" or "Condemnation"), then this
Lease shall terminate on the date title vests in such authority and rent shall
be apportioned as of such date. If less than one-third of the Premises or


                                       16
<PAGE>

occupancy thereof is Condemned and Tenant is thereafter able to reasonably
conduct its business, then this Lease shall continue in full force and effect as
to the part of the Premises not Condemned, except that as of the date title
vests in such authority Tenant shall not be required to pay the Base Rent and
additional rent with respect to the part of the Premises Condemned. If any
Condemnation reduces the number of parking spaces available to the Building,
then the number of Permitted Parking Spaces shall be reduced proportionately. If
there is a Condemnation of the Land or the Building for which the award, damages
and other compensation can reasonably be expected to exceed twenty-five percent
(25%) of the replacement value of the Land or Building, then regardless of
whether the Premises are affected, Landlord shall have the right to terminate
this Lease as of the date title vests in such authority by written notice to
Tenant within forty-five (45) days of the date title vests in such authority.

     18.2 All awards, damages and other compensation paid by such authority on
account of such Condemnation shall belong to Landlord, and Tenant assigns to
Landlord all rights to such awards, damages and compensation. Tenant shall not
make any claim against Landlord or the authority for any portion of such award,
damages or compensation attributable to damage to the Premises, value of the
unexpired portion of the Lease Term, loss of profits or goodwill, leasehold
improvements or severance damages. Nothing contained herein, however, shall
prevent Tenant from pursuing a separate claim against the authority for the
value of Furnishings installed in the Premises at Tenant's expense and for
relocation expenses; provided that such claim shall in no way diminish the
amounts payable to Landlord in connection with such Condemnation.

                                   ARTICLE XIX
                                     DEFAULT

     19.1 An "Event of Default" is: (a) Tenant's failure to pay any Base Rent,
additional rent or other sum within five (5) days of the date on which such sum
is due; (b) Tenant's failure to perform or observe any other covenant or
condition, which failure continues for thirty (30) days after written notice of
such failure is sent by Landlord to Tenant; (c) Tenant's failure to occupy
continuously the Premises (except as provided for in Article VII); (d) an Event
of Bankruptcy as specified in Article XX; (e) Tenant's dissolution or
liquidation; or (f) any material breach of representation or warranty by Tenant.

     19.2 This Lease is entered into on the express condition that if there
shall be an Event of Default, including an Event of Default prior to the Lease
Commencement Date, then the provisions of this Section shall apply. Landlord
shall have the right, at its sole option, to terminate this Lease. In addition,
with or without terminating this Lease, Landlord may re-enter, terminate
Tenant's right of possession and take possession of the Premises pursuant to
this Article XIX or under applicable laws, or by such other proceedings,
including re-entry and possession, as may be applicable. The provisions of this
Article shall operate as a notice to quit, any other notice to quit or of
Landlord's intention to re-enter the Premises being expressly waived. If
Landlord elects to terminate this Lease and/or elects to terminate Tenant's
right of possession, then all of Landlord's obligations as set forth in this
Lease shall cease. Landlord may relet the Premises or any part thereof, alone or
together with other premises, for such term(s) (which may extend beyond the date
on which the Lease Term would have expired but for Tenant's default) and on such
terms and conditions (which may include reasonable concessions and alterations
of the Premises) as Landlord, in its sole discretion, may determine, but


                                       17
<PAGE>

Landlord shall not be liable for, nor shall Tenant's obligations be diminished
by reason of, Landlord's failure to relet the Premises or collect any rent due
upon such reletting. Whether or not this Lease is terminated, Tenant
nevertheless shall remain liable for the Base Rent, additional rent and any
other sums or damages which may be due or sustained prior to the later of
termination of this Lease or Landlord's recovery of possession of the Premises,
and all costs, fees and expenses (including without limitation reasonable
attorney's fees, brokerage fees and expenses incurred in placing the Premises in
first-class rentable condition) incurred by Landlord in pursuit of its remedies
and in renting the Premises to others from time to time. Tenant shall also be
liable for additional damages which at Landlord's election shall be either
Monthly Damages or Present Value Damages. "Monthly Damages" shall be an amount
equal to the Base Rent and additional rent which would have become due during
the remainder of the Lease Term, less the amount of rental, if any, which
Landlord receives during such period from others to whom the Premises may be
rented (other than any additional rent payable as a result of any failure of
such other person to perform any of it obligations), which damages shall be
computed and payable in monthly installments, in advance, on the first day of
each calendar month following Tenant's default and continuing until the date on
which the Lease Term would have expired but for Tenant's default. Separate suits
may be brought to collect any such Monthly Damages for any month(s), and such
suits shall not in any manner prejudice Landlord's right to collect any such
damages for any subsequent month(s), or Landlord may defer any such suit until
after the expiration of the Lease Term, in which event such suit shall be deemed
not to have accrued until the expiration of the Lease Term. "Present Value
Damages" shall be an amount equal to the present value (as of the date of
Tenant's default) of the Base Rent and additional rent which would have become
due through the date on which the Lease Term would have expired but for Tenant's
default, which damages shall be payable to Landlord in a lump sum on demand. For
purpose of this Section, present value shall be computed by discounting at a
rate equal to one (1) whole percentage point above the discount rate then in
effect at the Federal Reserve Bank with jurisdiction over banks in the area in
which the Building is located. Tenant waives any right of redemption, re-entry
or restoration of the operation of this Lease under any present of future law,
including any such right which Tenant would otherwise have if Tenant shall be
dispossessed for any cause. Landlord agrees to make reasonable efforts to
mitigate its damages hereunder.

     19.3 Landlord shall have the right to terminate any renewal or expansion
right contained in this Lease, and to grant or withhold any consent or approval
pursuant to this Lease in its sole and absolute discretion, if an Event of
Default has occurred. If this Lease requires Landlord to be reasonable in giving
any prior written consent or approval of an action by Tenant, Landlord
nevertheless shall not be required to be reasonable in approving the action of
Tenant if Tenant took the action without first seeking Landlord's prior written
consent pursuant to this Lease. Landlord shall have no obligation to refund to
Tenant or to credit to Tenant against any other amounts or installments coming
due to Landlord hereunder any amount otherwise owed or creditable by Landlord to
Tenant pursuant to the terms of this Lease if an Event of Default has occurred
(except that as a result thereof Landlord shall not be entitled to receive more
than 100% of what it is entitled to receive from Tenant under this Lease). The
provisions of this Section shall apply notwithstanding anything to the contrary
in this Lease, and whether or not this Lease and/or Tenant's right of possession
is terminated as a result of Tenant's default.


                                       18
<PAGE>

     19.4 After the occurrence of an Event of Default, any abatement of Base
Rent and additional rent payable for Operating Charges for periods subsequent to
the Event of Default shall be null and void. Landlord's right to receive the
Base Rent and additional rent for such future abatement period shall be in
addition to any other remedies available to Landlord as a result of such Event
of Default, termination or re-entry.

     19.5 Landlord's rights and remedies set forth in this Lease are cumulative
and in addition to Landlord's other rights and remedies at law or in equity.
Landlord's exercise of any such right or remedy shall not prevent the concurrent
or subsequent exercise of any other right or remedy. Landlord's delay or failure
to exercise or enforce any of Landlord's rights or remedies or Tenant's
obligations shall not constitute a waiver of any such rights, remedies or
obligations. Landlord shall not be deemed to have waived any default unless such
waiver expressly is set forth in an instrument signed by Landlord. Any such
waiver shall not be construed as a waiver of any covenant or condition except as
to the specific circumstances described in such waiver. Neither Tenant's payment
of an amount less than a sum due nor Tenant's endorsement or statement on any
check or letter accompanying such payment shall be deemed an accord and
satisfaction. Notwithstanding any request or designation by Tenant, Landlord may
apply any payment received from Tenant to any payment then due. Landlord may
accept the same without prejudice to Landlord's right to recover the balance of
such sum or to pursue other remedies. Re-entry and acceptance of keys shall not
be considered an acceptance of a surrender of this Lease.

     19.6 If more than one natural person and/or entity shall constitute Tenant
or if Tenant is a general partnership or other entity, the partners or members
of which are subject to personal liability, then the liability of each such
person, entity, partner or member shall be joint and several. If Tenant is a
partnership, without limiting any other proper means for service of process upon
Tenant or its partners, Tenant represents and warrants to Landlord that each
General Partner has irrevocably appointed the person to whom notices to Tenant
under this Lease are to be addressed as its agent for service of process in all
matters relating to this Lease. Tenant represents and warrants to Landlord that
neither Tenant, nor any Guarantor, nor any General Partner, is entitled,
directly or indirectly, to diplomatic or sovereign immunity.

     19.7 If Tenant fails to make any payment to any third party or to do any
act herein required to be made or done by Tenant in relation to this Lease, the
Landlord may, but shall not be required to, make such payment or do such act.
Landlord's taking such action shall not be considered a cure of such failure by
Tenant or prevent Landlord from pursuing any remedy it is otherwise entitled to
in connection with such failure. If Landlord elects to make such payment or do
such act, then all expenses incurred, plus interest thereon at the Default Rate
from the date incurred to the date of payment thereof by Tenant, shall
constitute additional rent. The "Default Rate" shall equal the rate per annum
which is the greater of eighteen percent (18%) or three (3) whole percentage
points above the Wall Street Journal Prime Rate or such replacement rate as
Landlord may designate if said prime rate is not available.

     19.8 If Tenant fails to make any payment of the Base Rent, additional rent
or any other sum payable to Landlord on or before five (5) days after the date
such payment is due and payable, then Tenant shall pay a late charge of five
percent (5%) of the amount of such payment. In addition, such payment shall bear
interest at the Default Rate from the date such payment was due to the date of
payment.


                                       19
<PAGE>


                                   ARTICLE XX
                                   BANKRUPTCY

     20.1 An "Event of Bankruptcy" is: the occurrence, with respect to Tenant,
any guarantor or surety of this Lease ("Guarantor"), or any general partner in
Tenant (a "General Partner") of any of the following: (a) any such person's
becoming insolvent, as that term is defined in Title 11 of the United States
Code (the "Bankruptcy Code"), or under the insolvency laws of any state (the
"Insolvency Laws"); (b) appointment of a receiver or custodian for any property
of any such person, or the institution of a foreclosure or attachment action
upon any property of any such person; (c) filing of a voluntary petition by any
such person under the provisions of the Bankruptcy Code or Insolvency Laws; (d)
filing of an involuntary petition against any such person as the subject debtor
under the Bankruptcy Code or Insolvency Laws, which either (1) is not dismissed
within sixty (60) days after filing, or (2) results in the issuance of an order
for relief against the debtor; or (e) any such person's making or consenting to
an assignment for the benefit of creditors or a composition of creditors.

     20.2 Upon occurrence of an Event of Bankruptcy, Landlord shall have all
rights and remedies available pursuant to Article XIX; provided, however, that
while a case (the "Case") in which Tenant is the subject debtor under the
Bankruptcy Code is pending, Landlord's right to terminate this Lease shall be
subject, to the extent required by the Bankruptcy Code, to any rights of Tenant
or its trustee in bankruptcy (collectively, "Trustee") to assume or assign this
Lease pursuant to the Bankruptcy Code. Trustee shall not have the right to
assume or assign this Lease unless Trustee promptly: (a) cures all defaults
under this Lease; (b) compensates Landlord for damages incurred as a result of
such defaults; (c) provides adequate assurance of future performance on the part
of Tenant or Tenant's assignee; (d) complies with the other requirements of this
Article; and (e) complies with all other requirements of the Bankruptcy Code. If
Trustee fails to assume or assign this Lease in accordance with the requirements
of the Bankruptcy Code within sixty (60) days after the initiation of the Case,
then Trustee shall be deemed to have rejected this Lease. Adequate assurance of
future performance shall require that the following minimum criteria be met: (1)
Tenant's gross receipts in the ordinary course of business during the thirty
(30) days preceding the Case must be greater than ten (10) times the next
monthly installment of the Base Rent and additional rent; (2) both the average
and median of Tenant's monthly gross receipts in the ordinary course of business
during the seven (7) months preceding the Case must be greater than ten (10)
times the next monthly installment of the Base Rent and additional rent; (3)
Trustee must pay its estimated pro-rata share of the cost of all services
performed or provided by Landlord (whether directly or through agents or
contractors and whether or not previously included as part of the Base Rent) in
advance of the performance or provision of such services; (4) Trustee must agree
that Tenant's business shall be conducted in a first-class manner, and that no
liquidating sale, auction or other non-first-class business operation shall be
conducted in the Premises; (5) Trustee must agree that the Use of the Premises
as stated in this Lease shall remain unchanged and that no prohibited use shall
be permitted; (6) Trustee must agree that the assumption or assignment of this
Lease shall not violate or affect the rights of other tenants in the Building
and the Project; (7) Trustee must pay at the time the next monthly installment
of the Base Rent is due, in addition to such installment, an amount equal to the
monthly installments of the Base Rent and additional rent due for the next six
(6) months thereafter, such amount to be held as a security deposit; (8) Trustee
must agree to pay, at any time Landlord draws on such security deposit, the
amount necessary to restore such security deposit to its original amount; and
(9) all assurances of future performance specified in the Bankruptcy Code must
be provided. If Trustee shall propose to assume and assign this Lease to any


                                       20
<PAGE>

person who shall have made a bona fide offer to accept an assignment of this
Lease on terms acceptable to Trustee, then notice of such proposed assignment
shall be given to Landlord by Trustee no later than twenty (20) days after
receipt by Trustee of such offer, but in any event no later than ten (10) days
prior to the date that Trustee shall make application to the court of competent
jurisdiction for approval to assume this Lease and enter into such assignment,
and Landlord shall thereupon have the option, to be exercised by notice to
Trustee given at any time prior to the date of such application, to accept an
assignment of this Lease upon the same terms and conditions and for the same
consideration, if any, as the offer made by such person, less any brokerage
commissions which may be payable out of the consideration to be paid by such
person for the assignment of this Lease.

                                   ARTICLE XXI
                                  SUBORDINATION

     21.1 A "Mortgage" is any of the following now or hereafter in effect: any
mortgage, deed of trust, financing statement or similar security or financing
instrument securing any existing or future debt or obligation and encumbering or
affecting the Building; any master lease, ground lease or other underlying lease
or sublease under which Landlord is lessee or sublessee of the Building; and all
renewals, extensions, modifications, recastings or refinancings of any such
agreement or instrument. A "Mortgagee" is the holder or other party secured by,
or lessor under, any Mortgage and shall include trustees and successors and
assigns of such party whether immediate or remote, the purchaser of any Mortgage
whether at foreclosure or otherwise, and the successors, assigns and Mortgagees
of such purchaser whether immediate or remote. A "Foreclosure" is any
foreclosure, trustee's sale, deed-in-lieu of foreclosure, termination or other
enforcement. The provisions of this Article shall be effective without any
further document signed by Tenant; however, in confirmation of the provisions of
this Article, Tenant shall at Landlord's request promptly execute any requisite
or appropriate documents. Tenant appoints Landlord as Tenant's attorney-in-fact
to execute any such documents for Tenant.

     21.2 This Lease is subject and subordinate to the lien, operation and
effect of all Mortgages and any and all advances made or hereafter made under
each such Mortgage, except that if and to the extent specifically elected by any
Mortgagee in writing, at its sole option, this Lease shall be deemed superior to
such Mortgagee's Mortgage and any Mortgage which is subordinate to such
Mortgage, to the extent necessary to prevent any Foreclosure of such Mortgage
and/or Mortgages from terminating or affecting this Lease and Tenant's rights
hereunder, but such superiority shall not limit the ability of any Mortgagee to
exercise the other rights granted in its Mortgage, including but not limited to
the right to direct the application of insurance or condemnation proceeds. Such
election by a Mortgagee may be made in its Mortgage, in an advertisement of a
Foreclosure sale, or in a separate document executed before, or within a
reasonable time after, a Foreclosure. Tenant waives the provisions of any
statute or rule of law now or hereafter in effect which may give or purport to
give Tenant any right to terminate or otherwise adversely affect this Lease or
Tenant's obligations in the event any Foreclosure is prosecuted or completed or
in the event the Land, the Building or Landlord's interest therein is sold at a
Foreclosure. If this Lease is not terminated or extinguished upon such
Foreclosure or by the purchaser or successor ("Successor") following such
Foreclosure, then Tenant shall attorn to such Successor and shall recognize such
Successor as the landlord under this Lease. Upon such attornment such Successor
shall not be: (a) bound by any payment of the Base Rent or additional rent more
than one (1) month in advance; (b) bound by any amendment of this Lease made


                                       21
<PAGE>

without the written consent of the Mortgagee under each Mortgage existing as of
the date of such amendment; (c) liable for any breach, act or omission of any
prior landlord; (d) subject to any offsets, defenses or counterclaims which
Tenant might have against any prior landlord; (e) obligated to perform any work
for Tenant or the Premises; or (f) liable for the return of any security deposit
not actually received by such Successor. Any liability of the Mortgagee or
Successor hereunder shall exist only during the time such Mortgagee or Successor
is the owner of the Land, Building or the Project and shall be subject to any
other limitations of liability under this Lease.

     21.3 If any lender or prospective lender providing financing secured by the
Building requires as a condition of such financing that modifications to this
Lease be obtained, and provided that such modifications (a) are reasonable, (b)
do not affect in a material manner Tenant's use of the Premises as herein
permitted, and (c) do not increase the rent and other sums to be paid by Tenant,
then Tenant shall execute, acknowledge and deliver to Landlord (at no cost to
Tenant) an amendment to this Lease incorporating such modifications within five
(5) days after receipt of such amendment from landlord.

     21.4 Tenant shall be entitled to rely on any notice which Tenant receives
from any Mortgagee stating that such Mortgagee is exercising its rights under
its Mortgage and is thereafter entitled to receive all amounts thereafter due
under this Lease; provided that Tenant has first received from such Mortgagee
written notice of the existence of such Mortgage, together with a copy of the
relevant provision of the applicable instrument and a copy of any and all
notices to Landlord pursuant to which said Mortgagee is exercising said right to
receive the amounts thereafter due hereunder.

                                  ARTICLE XXII
                                 QUIET ENJOYMENT

     22.1 Landlord covenants that if Tenant shall perform timely all of its
obligations, then, subject to the provisions of this Lease, Tenant shall during
the Lease Term peaceably and quietly occupy and enjoy possession of the Premises
without hindrance by Landlord or anyone rightfully claiming through Landlord.

     22.2 Landlord reserves the right to: (a) change the street address and name
of the Building or the Project; (b) change the arrangement and location of
entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets
or other public parts of the Building; (c) erect, use and maintain pipes and
conduits in and through the Premises; (d) grant to anyone the exclusive right to
conduct any particular business in the Building not inconsistent with the
permitted Use of the Premises; (e) use or lease exclusively the roof areas, the
sidewalks and other exterior areas; (f) resubdivide the Land or to combine the
Land with other lands; (g) construct improvements (including kiosks) on the Land
and in the public and common areas of the Building; (h) relocate any parking
area designated for Tenant's use; and (i) install and display signs,
advertisements and notices on any part of the exterior or interior of the
Building. Exercise of any such right shall not be considered a constructive
eviction or a disturbance of Tenant's business or occupancy.


                                       22
<PAGE>

     22.3 Without limiting the generality of the preceding Section, Tenant's
rights under this Lease shall extend only to the surfaces facing the interior of
the space identified in Article I as the Premises, and not to any other areas,
including but not limited to: (a) exterior walls; (b) the space above the hung
ceiling; (c) the space below the underside of the Premises; (d) the Land; (e)
the roof of the Building; and (f) the common or public areas of the Building
(except for ingress and egress purposes expressly permitted by this Lease). No
easement for light or air is incorporated in the Premises.

     22.4 Landlord shall have the right to change the location and configuration
of the Premises subject to the following terms and conditions: (a) if Tenant has
commenced beneficial use of the Premises, then Landlord shall provide Tenant not
less than thirty (30) days' advance written notice of the date Tenant must
vacate the Premises; (b) Landlord shall provide Tenant with substitute space of
similar nature and size elsewhere in the Building (the "Substitute Premises");
and (c) Landlord shall, at Landlord's expense, (1) remove Tenant's Furnishings
from the Premises and reinstall them in the Substitute Premises, and (2)
redecorate the Substitute Premises in a manner substantially similar to the
manner in which the Premises were decorated. Within ten (10) days after Landlord
submits an amendment of this Lease indicating the location and configuration of
the Substitute Premises and reasonable revisions (if necessary) to the schedule
specified in Exhibit B, Tenant shall execute such amendment.

     22.5 Tenant shall permit Landlord and Landlord's designees to enter the
Premises, without charge or diminution of rent therefore, to inspect, maintain
and exhibit (with prior reasonable notice) the Premises and to install,
maintain, repair, replace or relocate for service building service fixtures,
equipment and facilities wherever located in the Building provided that
substitutions thereof are substantially equivalent or better.

                                  ARTICLE XXIII
                               GENERAL PROVISIONS

     23.1 Tenant acknowledges that neither Landlord nor any broker, agent or
employee of Landlord has made any representation or promise with respect to the
Premises or the Building except as expressly set forth herein, and no right is
being acquired by Tenant except as expressly set forth herein. This Lease
contains the entire agreement of the parties and supersedes all prior
agreements, negotiations, letters of intent, proposals, representations,
warranties and discussions between the parties. This Lease may be changed in any
manner only by an instrument signed by both parties.

     23.2 Nothing contained in this Lease shall be construed as creating any
relationship between Landlord and Tenant other than that of landlord and tenant.

     23.3 Landlord and Tenant each warrants that in connection with this Lease
it has not employed or dealt with any broker, agent or finder other than the
Broker(s). Landlord and Tenant shall indemnify and hold each other harmless from
and against any claim for brokerage or other commissions asserted by any other
broker, agent or finder.

     23.4 From time to time as reasonably requested by Landlord and upon ten
(10) days' prior written notice, Tenant and each Transferee shall execute,
acknowledge and deliver to Landlord and any designee of Landlord a written
statement certifying: (a) that this Lease is unmodified and in full force and
effect (or that this Lease is in full force and effect as modified and stating
the modifications); (b) the amount of Base Rent and additional rent and the


                                       23
<PAGE>

dates to which rent and any other charges have been paid; (c) that Landlord is
not in default in the performance of any obligation (or specifying the nature of
any default); (d) the address to which notices are to be send; (e) the Lease
Commencement Date and date of expiration of the Lease Term; (f) that Tenant has
accepted the Premises and all work thereto has been completed (or specifying the
incomplete work); and (g) such other matters as Landlord may reasonably request.
From time to time upon five (5) days' prior written notice (but not more than
once every calendar year), Tenant shall deliver to Landlord the most current
financial statements of Tenant, each Guarantor (if any) and each General Partner
(if any), together with such additional information regarding the financial or
other condition of such persons as Landlord may request. The financial
statements for each such person shall be audited or reviewed to the most
rigorous level or review of any financial statements previously delivered to
Landlord for such person. Tenant represents and warrants to Landlord that all
financial statements and information previously or in the future delivered to
Landlord regarding Tenant, any Guarantor and any General Partner shall be true,
correct and complete. Tenant represents and warrants to Landlord that there has
been no material adverse change in Tenant's financial condition from that
depicted in the financial statements previously delivered to landlord by Tenant.
Any material breach of the representations and warranties contained in the two
(2) immediately preceding sentences shall constitute an Event of Default under
this Lease. Any statements delivered pursuant to this Section may be relied upon
by any owner of the Building or the Land, any prospective purchaser of the
Building or the Land, any lender or prospective lender, or any other person or
entity. Tenant acknowledges that time is of the essence to the delivery of such
statements and Tenant's failure to deliver timely such statements may cause
substantial damages resulting from, for example, delays in obtaining financing
secured by the Building.

     23.5 Landlord, Tenant, Guarantors and General Partners waive trial by jury
in any action, claim or counterclaim brought in connection with any matter
arising out of or in any way connected with this Lease, the landlord-tenant
relationship, Tenant's use or occupancy of the Premises or any claim of injury
or damage. Tenant consents to service of process and any pleading relating to
any such action at the Premises; provided, however, that nothing herein shall be
construed as requiring such service at the Premises. Landlord, Tenant, all
Guarantors and all General Partners waive any objection to the venue of any
action filed in any court situated in the jurisdiction in which the Building is
located and waive any right to transfer any such action filed in any such court
to any other court.

     23.6 All notices or other required communications shall be in writing and
shall be deemed duly given when delivered in person (with receipt therefor), or
when sent by Federal Express or other overnight courier or when sent by
certified or registered mail, return receipt requested, postage prepaid, to the
Addresses set forth in Article I. Any party may change its Address for the
giving of notices by notice given in accordance with this Section.

     23.7 Each provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law. If any provision or its application to any
person or circumstance shall to any extent be invalid or unenforceable, then
such provision shall be deemed to be replaced by the valid and enforceable
provision most substantively similar thereto, and the remainder of this Lease
and the application of such provision to other persons or circumstances shall
not be affected.


                                       24
<PAGE>

     23.8 This Section sets forth certain rules of construction, which shall
apply to this Lease and all agreements and Exhibits supplemental to this Lease,
unless the context otherwise requires. Feminine, masculine or neuter pronouns
shall be substituted for those of another form, and the plural or singular shall
be substituted for the other number, in any place in which the context may
require. The term "person" includes natural persons as well as corporations,
partnerships and other entities. The terms "include," "such as" and the like
shall be construed as if followed by the phrase "without being limited to." The
terms "herein," "hereunder" and the like shall refer to this Lease as a whole,
not to any particular Section or other part, unless expressly so stated. The
term "tenant" shall include any and all occupants of the Building. The terms
"consent," "approval" and the like shall mean prior written consent and
approval. References to days, months or years shall refer to calendar days (i.e.
Sunday, Monday, etc.), calendar months (i.e. January, February, March, etc.), or
calendar years (i.e. 1990, 1991, etc.) unless expressly so stated. The terms
"business day," "work day" and the like shall mean any day other than Saturday,
Sunday or a Holiday.

     23.9 The provisions of this Lease shall be binding upon and inure to the
benefit of the parties and their respective representatives, successors and
assigns, subject to the provisions herein restricting Transfers. No other person
shall have any rights hereunder or be deemed a third-party beneficiary of this
Lease.

     23.10 This Lease shall be governed by the laws of the Commonwealth of
Virginia.

     23.11 Headings and any table of contents or index are used for convenience
and shall not be considered when construing this Lease.

     23.12 The submission to Tenant of an unsigned copy of this document,
including drafts and correspondence submitted to Tenant by any person on
Landlord's behalf, shall not constitute an offer or option to lease. This Lease
shall become effective and binding only upon execution and delivery by both
Landlord and Tenant.

     23.13 Time is of the essence with respect to each provision of this Lease.

     23.14 This Lease may be executed in multiple counterparts, each of which is
deemed an original and all of which constitute one and the same document.
Neither this Lease nor a memorandum thereof shall be recorded.

     23.15 Tenant hereby waives any right to damages based upon Landlord's
actually or allegedly wrongfully withholding or delaying any consent under or in
connection with this Lease. Tenant's sole remedy for any wrongfully withheld or
delayed consent shall be a proceeding for specific performance, or injunction or
declaratory judgment. In no event shall Tenant be entitled to any other rights
or remedies arising from any such withholding or delaying of consent.

     23.16 Landlord reserves the right to make reasonable changes to the plans
and specifications for the Building without Tenant's consent, provided such
changes do not alter the character of the Building as a comparable office and
warehouse space and that such changes be done in a commercially reasonable
manner.


                                       25
<PAGE>

     23.17 Except as otherwise provided in this Lease, any additional rent or
other sum owed by Tenant to Landlord, and any cost, expense, damage or liability
incurred by Landlord for which Tenant is liable, shall be considered additional
rent payable pursuant to this Lease and paid by Tenant no later than ten (10)
days after the date Landlord notifies Tenant in writing of the amount thereof.
If Tenant wishes to object to any statement rendered by Landlord setting forth
the amount of any additional rent, Tenant shall give Landlord written notice,
specifying in reasonable detail the grounds for Tenant's objection, within ten
(10) days after the statement is rendered to Tenant; provided that such
objection shall not entitle Tenant to reduce or delay paying any additional
rent. Tenant shall be deemed to have waived any such objection if Tenant does
not give Landlord the written notice of objection as and when described above.

     23.18 The rentable area of the Building and the Premises shall be
determined by the Landlord in accordance with the BOMA Standard Method of
Measurement. In the event the Landlord determines that any square footage shown
in Article I varies from the correct square footage, the Base Rent and any other
amount based on such square footage shall be appropriately adjusted in an
amendment to this Lease prepared by Landlord and executed by Landlord and
Tenant.

     23.19 Tenant's and Landlord's liabilities existing as of the expiration or
earlier termination of the Lease Term shall survive such expiration or earlier
termination.

     23.20 Except for Tenant's payment obligations or as otherwise provided
herein, if Landlord or Tenant are in any way delayed or prevented from
performing any obligation due to fire, act of God, governmental act or failure
to act, labor dispute, inability to procure materials or any cause beyond their
reasonable control (whether similar or dissimilar to the foregoing events), then
the time for performance of such obligation (except for Tenant's financial
obligations hereunder) shall be excused for the period of such delay or
prevention and extended for a period equal to the period of such delay or
prevention.

     23.21 The deletion of any printed, typed or other portion of this Lease, or
any earlier draft of this Lease, shall not evidence an intention to contradict
such deleted portion. Such deleted portion shall be deemed never to have been
inserted in this Lease.

     23.22 Tenant and Landlord agree to keep confidential all terms of this
Lease, as well as any and all discussions and/or negotiations related to this
Lease, except for disclosures required by either party on a "need to know" basis
to employees, agents and representatives, including counsel and accountants.

     23.23 The persons executing this Lease on Tenant's and Landlord's behalf
warrant that such they are duly authorized to so act.


                                       26
<PAGE>


         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the date first above written.


WITNESS:                                LANDLORD:

                                        [INSERT NAME]


______________________________          By: ____________________________________


                                        Name: __________________________________


                                        Title: _________________________________


WITNESS:                                TENANT:

                                        [NAME]


______________________________          By:_____________________________________


                                        Name:___________________________________


                                        Title: _________________________________




<PAGE>


                                    EXHIBIT A

                               DIAGRAM OF PREMISES







                                      A-1
<PAGE>


                                    EXHIBIT B

                                 WORK AGREEMENT

1.       LANDLORD'S WORK

         Landlord shall deliver space to Tenant with the following improvements:
               o Office walls painted and holes repaired.
               o Add HVAC to warehouse area.
               o Install separation wall in office hallway and modify reception
                 area wall.
               o Install separation wall and two 3 ft. doors in warehouse.
               o Install 8 outlets in warehouse area.
               o Install utility sink in warehouse area.
               o Install 3 ft. door connecting office and warehouse area.
               o Install kitchen cabinet, counter, sink in lunch area
               o Enclose water closets in both rest rooms and add urinal in
                 men's room.

2.       TENANT'S REPRESENTATIVE

         Tenant has appointed the Tenant's Representative as its authorized
representative with full power and authority to bind Tenant for all actions
taken with regard to the Tenant Work. Tenant hereby ratifies all actions and
decisions with regard to the Tenant Work that Tenant's Representative may have
taken or made prior to the execution of the Lease. Landlord shall not be
obligated to respond to or act upon any plan, drawing, change order or approval
or other matter relating to the Tenant Work until it has been executed by
Tenant's Representative. Neither Tenant nor Tenant's Representative shall be
authorized to direct Landlord's contractors with respect to the Tenant Work. In
the event that Landlord's contractors perform any such work under the direction
of Tenant or Tenant's Representative, then Landlord shall have no liability for
the cost of such work, the cost of corrective work required as a result of such
work, any delay that may result from such work, or any other problem in
connection with such work.




                                      B-1
<PAGE>



                 SCHEDULE I: BUILDING STANDARD TENANT ALLOWANCE







                                      B-2
<PAGE>

                                    EXHIBIT C
              FORM OF CERTIFICATE AFFIRMING LEASE COMMENCEMENT DATE

         The Certificate to be executed by Landlord and Tenant pursuant to
Section 3.2 of the Lease shall provide as follows:

         "This Certificate is being provided pursuant to the terms and
provisions of that certain lease agreement dated as of ____________, 2000 (the
"Lease"), by and between _____________________________ and
_____________________.

         The parties confirm the following:

         1. The Lease Commencement Date is _________________ ____, 2000.

         2. The initial term of the Lease shall expire on __________________
____, 2000.

         3. The agreed rentable square footage of the Premises is:
_________________.

         4. The agreed number of Permitted Parking Spaces allocated to Tenant is
______________."

WITNESS: LANDLORD:

                                           [NAME]


______________________________             By: _________________________________

                                           Name: _______________________________

                                           Title: ______________________________

WITNESS:                                   TENANT:

                                           [NAME]

______________________________             By: _________________________________

                                           Name: _______________________________

                                           Title: ______________________________



                                      C-1
<PAGE>

                                    EXHIBIT D

                                      RULES

        1. Tenant and Invitees shall not obstruct or encumber or use for any
purpose other than ingress and egress to and from the Premises any sidewalk,
entrance, passage, court, elevator, vestibule, stairway, corridor, hall or other
part of the Building or Land not exclusively occupied by Tenant. Landlord shall
have the right to control and operate the public portions of the Building and
Land and the facilities furnished for common use of the tenants, in such manner
as Landlord deems best for the benefit of the tenants generally. Tenant shall
not permit the visit to the Premises of persons in such numbers or under such
conditions as to interfere with the use and enjoyment of the entrances,
corridors, elevators and other public portions or facilities of the Building or
Land by other tenants. Tenant shall coordinate in advance with Landlord's
property management department all move-ins, move-outs and deliveries to the
Building, including all use of any freight elevator, so that Landlord shall have
advance knowledge thereof and so that arrangements can be made to minimize such
interference. Tenant and Invitees shall not use any of the parking spaces
designated for use by visitors or by handicapped persons only or the roof of the
Building.

        2. Tenant and Invitees shall not place any showcase, mat or other
article in any common or public area of the Building. Tenant and Invitees shall
not place objects against glass partitions or doors or windows or adjacent to
any open common space which would be unsightly from the Building corridors or
from the exterior of the Building, and will promptly remove the same upon notice
from Landlord. Tenant and Invitees shall not at any time place, leave or discard
any rubbish, paper, articles, or objects of any kind whatsoever outside the
doors of the Premises or in the corridors or passageways of the Building, or on
the Land. Tenant shall not store vehicles or trailers upon the Property.

        3. Tenant and Invitees shall not use the water and wash closets and
other plumbing fixtures for any purpose other than those for which they were
constructed and shall not place any debris, rubbish, rag or other substance
therein.

        4. Tenant and Invitees shall not construct, maintain, use or operate
within the Premises any electrical device, wiring or apparatus in connection
with a loudspeaker system or other sound system without Landlord's prior written
consent. Tenant and Invitees shall not construct, maintain, use or operate any
such loudspeaker or sound system outside of the Premises. This does not pertain
to Tenant's quiet communication system which is approved.

        5. Tenant and Invitees shall not bring any bicycle, vehicle, animal,
bird or pet of any kind into the Building, except for assisted living animals.

        6. Tenant shall not, and Tenant shall not permit or suffer anyone to:
(i) cook in the Premises, except for the use of microwave ovens or coffee
machines by Tenant's employees and visitors for their own consumption; (ii)
install any vending or dispensing machine of any kind in or about the Premises,
except as specifically contemplated by the Tenant Work described in Exhibit B to
the Lease, without Landlord's prior written approval of such equipment and its
location within the Premises; (iii) cause or permit any unusual or objectionable
odor to be produced upon or permeate from the Premises; or (iv) use any space in
the Building or on the Land for the sale of goods to the public at large or for
the sale at auction of goods or property of any kind.

                                      E-1
<PAGE>

        7. Tenant shall not place or allow on any floor a load exceeding the
floor load per square foot which such floor was designed to carry (i.e., one
hundred (100) pounds per square foot calculated as follows: seventy-five (75)
pounds per square foot live load and twenty-five (25) pounds per square foot
dead load). Landlord shall have the right to prescribe the weight, position and
manner of installation of safes and other heavy items. Landlord shall have the
right to repair at Tenant's expense any damage caused by Tenant's moving
property into or out of the Premises or due to the same being in or upon the
Premises or to require Tenant to do the same. Tenant and Invitees shall not
receive into the Building or carry in the elevators any furniture, equipment or
bulky item except as approved by Landlord, and any such furniture, equipment and
bulky item shall be delivered only through the designated delivery entrance of
the Building and the designated freight elevator. Tenant shall remove promptly
from sidewalks adjacent to the Building items delivered for Tenant.

        8. Door keys for doors in the Premises will be furnished at the
commencement of the Lease by Landlord. Tenant shall not place or allow
additional locks or bolts of any kind on any door or window or make any change
in any lock or locking mechanism without Landlord's prior written approval and
shall provide duplicate keys to Landlord for any such additional locks or bolts.
Tenant shall keep doors leading to a corridor or main hall closed at all times
except as such doors may be used for ingress or egress. Upon the termination of
its tenancy, Tenant shall deliver to Landlord all keys furnished to or procured
by Tenant, and if any key so furnished is not delivered, then Tenant shall pay
the replacement cost thereof. Landlord will provide an electronic card-key
system for Building access to enable Tenant to access the Premises twenty-four
(24) hours a day, seven (7) days a week, and fifty-two (52) weeks per year.

        9. Tenant and Invitees shall not place or install any projections,
antennas, aerials or similar devices inside or outside of the Premises without
the prior written consent of Landlord. Tenant and Invitees shall not install or
operate in the Premises any equipment that operates on greater than 110 volt
power without obtaining Landlord's prior consent. Landlord may condition such
consent upon Tenant's payment of additional rent in compensation for the excess
consumption of electricity or other utilities and for the cost of any additional
wiring or apparatus that may be occasioned by the operation of such equipment.
Tenant and Invitees shall not install any equipment of any type or nature that
will or may necessitate any changes, replacements or additions to, or changes in
the use of, the water system, heating system, plumbing system, air-conditioning
system or electrical system of the Premises or the Building. If any equipment of
Tenant or Invitees causes noise or vibration that may be transmitted to such a
degree as to be objectionable to Landlord or any tenant in the Building, then
Landlord shall have the right to install at Tenant's expense vibration
eliminators or other devices sufficient to reduce such noise and vibration to a
level satisfactory to Landlord or to require Tenant to do the same. Tenant and
Invitees shall not waste electricity or water. Tenant agrees to cooperate fully
with Landlord to assure the most effective operation of the Building's heating
and air conditioning.

       10. Landlord may exclude from the Building any person who does not
properly identify himself to the Building management or guard on duty. Landlord
may require any person admitted to or leaving the Building to register.


                                      E-2
<PAGE>

       11. Tenant and Invitees shall not use the Premises for: (i) lodging,
manufacturing, or for any immoral or illegal purposes; (ii) engaging in the
manufacturing or sale of any spirituous, fermented, intoxicating or alcoholic
beverages on the Premises; or (iii) engaging in the manufacturing or sale of any
illegal drugs on the Premises.

       12. Before closing and leaving the Premises at any time, Tenant shall
close all windows and turn off all lights. Tenant assumes full responsibility
for protecting the Premises from theft, robbery and pilferage.

       13. Tenant shall not employ or request Landlord's employees to do
anything outside of such employees' regular duties whatsoever without Landlord's
prior written consent. Tenant's special requirements will be attended to only
upon application to Landlord's property management firm, and any such special
requirements shall be billed to Tenant in accordance with the schedule of
charges maintained by Landlord's property management firm from time to time or
as is agreed upon in writing in advance by Landlord's property management firm
and Tenant.

       14. Canvassing, soliciting and peddling in the Building or on the Land
are prohibited. Tenant shall cooperate to prevent the same. In such regard,
Tenant shall report peddlers, solicitors and beggars to the office of the
Landlord's property management firm.

       15. Only hand trucks equipped with rubber tires and side guards may be
used in the Building. Tenant shall be responsible for loss or damage resulting
from any delivery made by or for Tenant or the Premises.

       16. Tenant shall comply with standards prescribed by Landlord for
curtains, drapes, blinds, shades, screens, lights and ceilings, including
standards designed to give the Building a uniform, attractive appearance. No
person or contractor not employed by Landlord or Landlord's property management
firm shall be used to perform exterior window washing in the Premises.

       17. Drapes (whether installed by Landlord or Tenant) which are visible
from the exterior of the Building shall be cleaned by Tenant at least once a
year at Tenant's expense. Landlord's property management firm shall clean
Venetian blinds.

       18. Any sign, lettering, picture, notice or advertisement installed
within the Premises (including but not limited to Tenant identification signs on
doors to the Premises) which is visible outside of the Premises shall be
installed in such manner, character and style as Landlord may approve in
writing. No sign, lettering, picture, notice or advertisement shall be placed on
any outside window or in any position so as to be visible from outside the
Building or from any atrium or lobbies of the Building.

       19. Tenant shall not use the name of the Building or use pictures or
illustrations of the Building in advertising or other publicity, without the
prior written consent of Landlord, which consent shall not be unreasonably
withheld.


                                      E-3
<PAGE>

       20. Tenant and Invitees shall not bring into the Building inflammables
such as gasoline, kerosene, naphtha and benzene, or explosives or firearms or
any other article of intrinsically dangerous nature except for customary amounts
of customary office supplies, which shall be stored and used in accordance with
applicable laws and regulations and good business office practice.

       21. Tenant shall comply with all applicable federal, state and municipal
Laws and shall not directly or indirectly make any use of the Premises which may
be prohibited thereby or which shall be dangerous to person or property or shall
increase the cost of insurance or require additional insurance coverage.

       22. If, in addition to the standard building systems, Tenant desires a
fire alarm signal, communication, alarm or a utility service connection
installed or changed, the same shall be made at the expense of Tenant, with
approval and under direction of Landlord.

       23. Tenant shall cooperate and participate in all security programs
affecting the Building.

       24. In the event Landlord allows one or more tenants in the Building to
do any act prohibited herein, Landlord shall not be precluded from denying any
other tenant the right to do any such act, provided that Landlord shall not
prohibit Tenant to do any act which is permitted to other similarly situated
tenants.

       25. Landlord shall have the right to prohibit any advertising by Tenant
which, in Landlord's reasonable opinion, tends to impair the reputation of the
Building or its desirability for offices, and upon written notice from landlord,
Tenant will refrain from or discontinue such advertising.

       26. Except for the installation of customary office decorations and
except as otherwise set forth in the Lease (i) Tenant shall not drill into, or
in any way deface any part of the Building or the Premises and (ii) no boring,
cutting or stringing of wires shall be permitted, except with the prior consent
of Landlord. Tenant shall not install any resilient tile or similar floor
covering in the Premises except pursuant to Exhibit B as part of its original
Tenant Work and thereafter with the prior approval of Landlord if required in
accordance with provisions in the Lease regarding additions and alterations to
the Premises.

       27. Landlord shall have the right to limit or control the number and
format of listings on any Building directory.

       28. Tenant shall not, and Tenant shall not permit or suffer anyone,
within Tenant's control, to light or smoke any cigarette, cigar, pipe or other
tobacco product within the Premises and/or within any confines of the Building,
including but not limited to the hallways, corridors, lobbies, elevators,
restrooms, basement, stairwells, closets or any other such area.

       29. Landlord may, upon request of Tenant, waive Tenant's compliance with
any of the rules, provided that no waiver (a) shall be effective unless signed
by Landlord, (b) shall relieve Tenant from the obligations to comply with such
rule in the future unless otherwise agreed in writing by Landlord, (c) granted
to any Tenant shall relieve any other Tenant from the obligation of complying
with these rules and regulations, and (d) shall relieve Tenant from any
liability for any loss or damage resulting from Tenant's failure to comply with
any rule.

       30. If there is any conflict between the terms of the Lease and the
terms of this Exhibit, the terms of the Lease shall control.


                                      E-5