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                                                                   EXHIBIT 10.10

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                                 DEED OF LEASE


                                    between



                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC

                                 (as Landlord)



                                      and


                                FREEDOM ALLIANCE

                                  (as Tenant)






                            Dated:  January 23, 1997





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                               TABLE OF CONTENTS


                                                                   PAGE


             BASIC LEASE DEFINITIONS ..........................    (iii)
             GENERAL DEFINITIONS ..............................    (iii)
        1.   BASIC LEASE DEFINITIONS ..........................        1
        2.   COMPLETION OF BASE BUILDING AND LEASED PREMISES ..        1
        3.   RENT AND ADDITIONAL CHARGES ......................        1
        4.   COMMON AREAS .....................................        2
        5.   SERVICES AND UTILITIES ...........................        2
        6.   USE OF LEASED PREMISES ...........................        3
        7.   CARE OF LEASED PREMISES ..........................        4
        8.   RULES AND REGULATIONS . ..........................        4
        9.   TENANT'S ALTERATIONS .............................        4
        10.  NAME OF BUILDING: TENANT'S SIGNS .................        5
        11.  TENANT'S INSURANCE ...............................        5
        12.  INDEMNIFICATION AND WAIVER OF SUBROGATION ........        6
        13.  DAMAGE BY FIRE OR OTHER CASUALTY .................        6
        14.  CONDEMNATION .....................................        7
        15.  ASSIGNMENT AND SUBLETTING ........................        7
        16.  DEFAULT PROVISIONS ...............................        8
        17.  SECURITY DEPOSIT .................................       10
        18.  LANDLORD MAY PERFORM TENANT'S OBLIGATIONS ........       10
        19.  SUBORDINATION ....................................       10
        20.  ATTORNMENT .......................................       11
        21.  QUIET ENJOYMENT ..................................       11
        22.  LANDLORD'S RIGHT OF ACCESS TO LEASED PREMISES ....       11
        23.  LIMITATION ON LANDLORD'S LIABILITY ...............       12
        24.  ESTOPPEL CERTIFICATES ............................       12
        25.  SURRENDER OF LEASED PREMISES .....................       13
        26.  RELOCATION OF TENANT .............................       13
        27.  HOLDING OVER .....................................       13
        28.  ARBITRATION ......................................       13
        29.  PARKING ..........................................       13
        30.  TRANSFER OF LANDLORD'S INTEREST ..................       13
        31.  LEASING COMMISSIONS ..............................       14
        32.  FINANCIAL INFORMATION ............................       14
        33.  MODIFICATION OF LEASE ............................       14
        34.  GENERAL PROVISIONS ...............................       14



                                    EXHIBITS


        FLOOR PLAN OF LEASED PREMISES .........................        A
        DESCRIPTION OF LAND ...................................        B
        RULES AND REGULATIONS .................................        C
        DETERMINATION OF GROSS RENTABLE AREA ..................        D
        CERTIFICATE ...........................................        E



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                            BASIC LEASE DEFINITIONS


     As used in this Lease the following words and phrases shall have the
meanings indicated:

     ADVANCE RENT:  $   0     , representing the estimated Basic Rent for the
first full month of the Term after the Lease Commencement date, which Tenant
shall pay to Landlord upon execution of this Lease and which Landlord shall
credit against the corresponding monthly installment of Basic Rent.

     BROKER:            N/A

     INITIAL AFTER-HOURS HVAC RATE:  $ 0      per hour per floor.

     LANDLORD'S NOTICE ADDRESS:
     Guardian Technologies International. Inc.
     22570 Markey Court
     Dulles, VA 20166
     (703) 444-7931

     LEASE COMMENCEMENT DATE:    February 1, 1997 , except as otherwise
provided in Exhibit B to this Lease.

     LEASED PREMISES:  The area located on the  2nd   floor of the Building,
and designated as Suite    240 .  The Leased Premises are outlined on the floor
plan attached as Exhibit A to this Lease.

     OPERATING EXPENSE BASE:  Estimated at $2.00 per square foot.

     PARKING SPACES:  Tenant's proportionate share of the parking spaces in the
parking area on the Land.

     RENTABLE AREA:  The gross rentable area of the Leased Premises, as
determined by Landlord's architect from the architectural plans for the
Building, without field measurement, in accordance with the provisions of
Exhibit D to the Lease, which is agreed to be approximately  2,954  square
feet.

     RENT COMMENCEMENT DATE:  The Lease Commencement Date.

     RENT PER SQUARE FOOT:  $ 12.68  during the first Lease Year.  For each
Lease Year (or part of a Lease Year) thereafter during the Term, the Rent per
Square Foot shall increase by an amount equal to 3% of the Rent per Square Foot
for the immediately preceding Lease Year.

     SECURITY DEPOSIT:  $0

     TENANT'S BILLING ADDRESS:  Freedom Alliance, 22570 Markey Court, Suite
240, Dulles, VA 20166.

     TENANT'S NOTICE ADDRESS:   Freedom Alliance, 22570 Markey Court, Suite
240, Dulles, VA 20166 , (before the Lease Commencement Date), or the Leased
Premises (after the Lease Commencement Date).

     TENANT'S PROPORTIONATE SHARE:    8.75 %, representing the percentage
(rounded off to two decimal points) from time to time which the Rentable Area
is of the Building Rentable Area.


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          TERM:  The period commencing on the Lease Commencement Date and ending
on the last day of the calendar month which completes Seven (7)   full years
after the Lease Commencement Date, but in any event the Term shall end on any
date when this Lease is sooner terminated.

                              GENERAL DEFINITIONS

     As used in this Lease the following words and phrases shall have the
meanings indicated:

          ABOVE BUILDING STANDARD WORK: N/A Work completed on Rent Commencement
Date.

          ADDITIONAL CHARGES:  All amounts payable by Tenant to Landlord under
this Lease other than Basic Rent.  All Additional Charges shall be deemed to be
additional rent and all remedies applicable to the non-payment of Basic Rent
shall be applicable thereto.

          ALTERATIONS:  Above Building Standard Work and any other alterations,
installations, improvements, additions, renovations or physical changes to the
Leased Premises.

          BASIC RENT:  For each Lease Year, an amount equal to the product
obtained by multiplying the Rentable Area leased by Landlord to Tenant during
such Lease Year by the Rent per Square Foot for such Lease Year.

          BUILDING:  The office building to be constructed on the Land.

          BUILDING RENTABLE AREA:  The total gross rentable area in the
Building, as determined by Landlord's architect from the architectural plans for
the Building, without field measurement, in accordance with the provisions of
Exhibit E to this Lease, which is agreed to be approximately  33740.96  square
feet.

          BUILDING STANDARD WORK:  N/A Tenant accepts the Premises "as is" on
the Rent Commencement Date.

          BUSINESS DAYS:  All days except Saturdays, Sundays and Legal Holidays.

          COMMON AREAS:  All areas, spaces and improvements within the Building
and on the Land which are provided by Landlord, without a separate charge, for
the non-exclusive convenience and use of the tenants of the Building and their
agents, employees and invitees, including public elevators, lobbies, corridors,
escalators, stairways and stairwells, public restrooms and comfort stations,
truck loading areas and entrances and exits designated by Landlord for ingress
and egress.

          DEFAULT INTEREST RATE:  A rate per annum equal to the lesser of (i)
the sum of the base rate of interest from time to time established and publicly
announced by The Wall Street Journal's prime rate, or its successor by merger or
consolidation (the "Bank"), in its sole discretion, as its then applicable base
rate of interest to be used in determining actual interest rates to be charged
to certain of its borrowers, said base rate to change from time to time as and
when the change is announced as being effective, and three percent (3%) but in
no case to exceed 11%, or (ii) the maximum rate of interest chargeable under
applicable law, if any, with respect to the applicable payment.  If the Bank
ceases publicly to announce its base rate of interest Landlord shall have the
right to substitute the base rate of interest publicly announced by another
commercial bank.

          EVENT OF DEFAULT:  Any of the events set forth in Section 16(a) as an
event of default.

          INITIAL CALENDAR YEAR:  The calendar year in which the Lease
Commencement Date occurs.



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     LAND:  The parcel of real property described in Exhibit F to this Lease.

     LANDLORD:  The landlord named herein and any subsequent owner or lessee,
from time to time, of Landlord's interest in the Land and/or the Building
during the period of such owner's or lessee's ownership.

     LANDLORD'S WORK: N/A Work completed on Rent Commencement Date.

     LEASE:  This Lease Agreement, as amended from time to time, and all
Exhibits, Riders and Addenda attached hereto.

     LEASE YEAR:  The period commencing on the Lease Commencement Date and
ending on the last day of the month which completes 12 full calendar months
after the Lease Commencement Date, and each 12 month period thereafter
commencing on the first day after the end of the immediately preceding Lease
Year, except that the last Lease Year shall end on the last day of the Term.

     LEGAL HOLIDAYS:  New Years Day, Martin Luther King's Birthday, President's
Day (Washington's Birthday), Memorial Day, Fourth of July, Labor Day, Columbus
Day, Veterans Day, Thanksgiving Day, Christmas Day, and those holidays
designated by an Executive Order of the President of the United States or by
Act of Congress.

     LEGAL REQUIREMENTS:  All laws, statutes, ordinances, orders, rules,
regulations and requirements, of all federal, state and municipal governments,
whether now or hereafter in force,  applicable to the Land, the Building, the
Parking Lot and the Leased Premises, or any part thereof; including all
applicable local, State and Federal laws and regulations relating to the use
on, storage in, and the removal from, the Land and/or the Building of hazardous
or toxic material, petro-chemical products or asbestos or products containing
asbestos; and all covenants, conditions and restrictions of record affecting
the use or occupancy of the Building.

     MORTGAGE:  Any mortgage, deed of trust or other security instrument of
record creating an interest in or affecting title to the Land or the Building,
or both, or any part thereof, including a leasehold mortgage or subleasehold
mortgage, and any and all renewals, modifications, consolidations or extensions
of any such instrument; Mortgagee shall mean the holder or beneficiary of any
Mortgage.

     OPERATING EXPENSES:  The aggregate of all reasonable and customary costs
and expenses incurred on an accrual basis by Landlord in connection with the
management, operation, maintenance, repair, cleaning, safety and administration
of the Leased Premises, the Building, the Land and the Parking Lot, including
employees' wages, salaries, welfare and pension benefits and other fringe
benefits; payroll taxes; Real Estate Taxes; telephone service; painting of
Common Areas; exterminating service; detection and security services; sewer
rents and charges; premiums for fire and casualty, liability, rent, workmen's
compensation, sprinkler, water damage and other insurance; repairs and other
maintenance; building supplies; uniforms and dry cleaning; snow removal; the
cost of electricity for the Common Areas; the cost of water and other public
utilities; trash removal; cleaning and janitorial services for the common area;
landscaping maintenance; window cleaning; service contracts for the maintenance
of boilers, HVAC and other mechanical, plumbing and electrical equipment; fees
for all licenses and permits required for the ownership and operation of the
Land, the Building and the Parking Lot; business license fees and taxes,
including those based on Landlord's rental income from the Building; sales and
use taxes payable in connection with tangible personal property and services
purchased for the management, operation, maintenance, repair, cleaning, safety
and administration of the Land, the Building and the Parking Lot; legal fees;
accounting fees relating to the determination of Operating Expenses and
Operating Expense Increases and the preparation of statements required by
tenants' leases; management fees, whether or not paid to any Person having an
interest in or under common ownership with Landlord; purchase and installation
of indoor plants in 


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the Common Areas; purchase and installation of additional landscaping not
included in the original landscaping plan for the Building and replacement or
substitute landscaping; and all other expenses now or hereafter reasonably and
customarily incurred in connection with the operation, maintenance, and
management of comparable office buildings in the Northern Virginia metropolitan
area.  If Landlord makes an expenditure for a capital improvement to the Land,
the Building or the Parking Lot, whether by installing energy conservation or
labor-saving devices to reduce Operating Expenses, to comply with Legal
Requirements or otherwise, and if, under generally accepted accounting
principles, such expenditure is not a current expense, the cost thereof shall be
amortized over a period equal to the useful life of such improvement, determined
in accordance with generally accepted accounting principles, and the amortized
cost allocated to each calendar year during the Term, together with an imputed
interest amount calculated on the unamortized portion thereof using an interest
rate which is two percent (2%) below the Default Interest Rate at the time of
the expenditure, shall be treated as an Operating Expense.  Except as provided
in the preceding sentence, capital expenditures shall not be included in
Operating Expenses.  Operating Expenses are subject to adjustment as provided in
Section 3(b).

     OPERATING EXPENSE INCREASES:  For the Initial Calendar Year and each
calendar year thereafter ending within the Term and for the calendar year which
includes the last day of the Term, an amount equal to Tenant's Proportionate
Share of the excess of (x) the Operating Expenses for such calendar year, over
(y) the product obtained by multiplying the Operating Expense Base for such
calendar year by the Building Rentable Area.

     PARKING LOT:  The parking areas on the Land.

     PERSON:  A natural person, a partnership, a corporation and any other form
of business or legal association or entity.

     REAL ESTATE TAXES:  All taxes, assessments, vault rentals, and other
charges, if any, general, special or otherwise, including all assessments for
schools, public betterments and general or local improvements, levied or
assessed upon or with respect to the ownership of and/or all other taxable
interests in the Building, the Land and the Parking Lot imposed by any public
or quasi-public authority having jurisdiction and personal property taxes
levied or assessed on Landlord's personal property used in connection with the
management, operation, maintenance, repair, cleaning, safety and administration
of the Land, the Building and the Parking Lot.  If at any time during the Term
the methods of taxation shall be altered so that in addition to or in lieu of
or as a substitute for the whole or any part of any Real Estate Taxes levied,
assessed or imposed there shall be levied, assessed or imposed (i) a tax,
license fee, excise or other charge on the rents received by Landlord, or (ii)
any other type of tax or other imposition in lieu of, or as a substitute for,
or in addition to, the whole or any portion of any Real Estate Taxes, then the
same shall be included as Real Estate Taxes.  If any real property tax or
assessment levied against the land, buildings or improvements covered thereby
or the rents reserved therefrom shall be evidenced by improvement or other
bonds, or in other form, which may be paid in annual installments only the
amount paid or payable in any calendar year, including the interest, if any,
thereon, shall be included as Real Estate Taxes for that calendar year.

     SUBSTANTIALLY COMPLETED:  The completion of the construction or
installation, or both, of the improvement in question to the extent that (i)
only minor items remain unfinished, and (ii) such minor items do not prevent
Tenant from occupying the Leased Premises for the use specified in Section
6(a).

     TAKING:  A taking of property, or any interest therein or right
appurtenant or accruing thereto, by condemnation or eminent domain or by action
or proceedings, or agreement in lieu thereof, pursuant to governmental
authority.

     TENANT:  The tenant named herein and any permitted assignee under 
Section 15.


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     TENANT'S ASSOCIATES:  Tenant's subtenants, agents, employees, invitees,
licensees, customers and clients, and guests or contractors of any of the
foregoing.

     TENANT'S PERSONAL PROPERTY:  All furniture, furnishings, business
machines, equipment and other moveable property installed in the Leased
Premises by, or at the expense of, Tenant.

     UNAVOIDABLE DELAYS:  Delays caused by strikes, acts of God, lockouts,
labor difficulties, riots, explosions, sabotage, accidents, shortages or
inability to obtain labor or materials, Legal Requirements, governmental
restrictions, enemy action, civil commotion, fire or other casualty or similar
causes beyond the reasonable control of Landlord.
















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                                 DEED OF LEASE


     THIS DEED OF LEASE (hereinafter referred to as "Lease") is made this 23rd
day of January, 1997, between (i) GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.,
Delaware Corporation (hereinafter referred to as "Landlord"), and (ii) FREEDOM
ALLIANCE, a District of Columbia nonprofit corporation (hereinafter referred to
as "Tenant").

     WITNESSETH:  Subject to the terms of this Lease, Landlord hereby leases to
Tenant, and Tenant hereby leases from Landlord, the Leased Premises, for the
Term.

     1. BASIC LEASE DEFINITIONS.  The foregoing Basic Lease Definitions are
hereby incorporated into and made part of this Lease.  Capitalized terms used
in this Lease which are defined in the Basic Lease Definitions shall have the
respective meanings set forth therein.

     2. COMPLETION OF BASE BUILDING AND LEASED PREMISES. The construction of
the Base Building and the Leased Premises has been completed and is acceptable
to the Tenant.

     3. RENT AND ADDITIONAL CHARGES.

        (a) PAYMENT OF RENT AND ADDITIONAL CHARGES.  Tenant shall pay the Basic
Rent for each Lease Year in equal monthly installments in advance on the Rent
Commencement Date and thereafter on the first day of each month (or part of a
month) during the Term.  If the Rent Commencement Date is not the first day of
a month, Basic Rent for the month in which the Rent Commencement Date occurs
shall be pro-rated on the basis of the number of days in the month before and
after the Rent Commencement Date.  Landlord shall credit the Advance Rent
against the first due monthly installment of Basic Rent.  The Basic Rent and
all Additional Charges shall be paid promptly when due, in lawful money of the
United States, without notice or demand and without deduction, diminution,
abatement, counterclaim or set off of any amount or for any reason whatsoever
to Landlord at Landlord's Notice Address or at such other address or to such
other Person (including a successor to Landlord's interest in the Building) as
Landlord may from time to time designate.  The rent reserved under this Lease
shall be the total of all Basic Rent and Additional Charges, increased and
adjusted as elsewhere herein provided, payable during the entire Term and,
accordingly, the methods of payment provided for herein, namely, annual and
monthly rental payments, are for convenience only and are made on account of
the total rent reserved hereunder.

        (b) PAYMENT OF OPERATING EXPENSE INCREASES.  Tenant shall pay as
additional rent Operating Expense Increases for each calendar year, commencing
with the Initial Calendar Year.  Landlord shall make a reasonable estimate of
Operating Expense Increases for the Initial Calendar Year and each calendar
year thereafter Tenant shall pay to Landlord a properly prorated share of the
estimated amount of Operating Expense Increases for each calendar year on the
first day of each month in advance, beginning on the first day of the Initial
Calendar Year.  If Landlord's estimate of Operating Expense Increases for any
calendar year is not received by Tenant on or before January 1 of the calendar
year, Tenant shall continue to pay the monthly installments of Operating
Expense Increases at the rate established for the immediately preceding
calendar year (if any) until Tenant receives a new estimate for the calendar
year.  Within 15 days after receipt of a new estimate of Operating Expense
Increases for the calendar year, Tenant shall pay to Landlord in a lump sum the
arrearages in the monthly estimates for each month in the calendar year before
receipt of the estimate, if any, and shall pay the remaining monthly
installments for the calendar year on the first day of each month in advance
during the balance of the calendar year.  After the end of each calendar year,
including the Initial Calendar Year, Landlord shall submit to Tenant a
statement (the "Annual Operating Expense Statement") setting forth in
reasonable detail the 


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Operating Expenses for such calendar year and the amount
(if any) of Operating Expense Increases for such calendar year.  The difference
between the Operating Expense Increase so stated and the amount (if any)
theretofore paid by Tenant for Operating Expense Increases based on Landlord's
estimate shall be adjusted by (i) payment from Tenant to Landlord of any
deficiency or (ii) credit against the next monthly installment of Basic Rent.
Operating Expense Increases for the calendar years in which the first Lease
Year and the final Lease Year occur shall be prorated based on the number of
days in the calendar years in which the Lease is in effect.

     (c) AUDIT OF OPERATING EXPENSE INCREASES.  Unless Tenant timely audits
pursuant to the provisions hereinafter set forth, the Annual Operating Expense
Statement shall constitute a final determination between Landlord and Tenant
with a period represented thereby.  Within six (6) months after receipt of the
Operating Expense Statement from Landlord, Tenant shall have the right, at its
expense, and at reasonable times, to initiate an audit of Landlord's books and
records relating to the additional rental due under this Section, subject to
the following.  Before conducting any audit, Tenant must pay the full amount of
Operating Expense Increases billed and must not be in monetary default of any
other Lease provisions. Tenant may review only those records of Landlord that
are specifically related to Operating Expense Increase costs.  Without limiting
the foregoing, Tenant may not review any other leases or Landlord's tax returns
or financial statements, in conducting an audit, but otherwise Tenant shall be
provided all reasonably necessary documentation to conduct an accurate audit.
Tenant must utilize an individual experienced in auditing commercial office
building records.  Subject to landlord's reasonable prior approval, the audit
shall be conducted in a local location determined by Landlord, which shall be
the site of other audits (if any) conducted by other tenants of the Building.
Upon receipt thereof, Tenant will deliver to Landlord a copy of the audit
report and all accompanying data.  Tenant will keep confidential all agreements
involving the right provided in this Section and the results of any audits
conducted hereunder.  Notwithstanding the foregoing, Tenant shall be permitted
to furnish the foregoing information to its attorneys, accountants, auditors,
and governmental clients to the extent necessary to perform their respective
services for Tenant.  The audit shall be conducted in accordance with generally
accepted rules of accounting principles.  Any overpayment or underpayment will
be promptly credited or paid as the case may be.  The Tenant, at the
commencement of any Audit shall pay to the Landlord the sum of Five Hundred and
00/100 Dollars ($500.00) representing the Landlord's reasonable estimate of the
cost to the Landlord in connection with any such Audit.

     (d) GROSS UP OF OPERATING EXPENSES.  If the average occupancy level of the
Building for any calendar year is less than 95%, the Operating Expenses for
such calendar year shall be increased by the additional Operating Expenses, as
reasonably estimated by Landlord, that would have been incurred by Landlord in
providing the same services provided to Tenant (and included in Operating
Expenses) if the average occupancy level of the Building for the calendar year
had been 95%.  For purposes of the preceding sentence, the "average occupancy
level of the Building" for any calendar year shall be the arithmetic average of
the Building Rentable Area occupied by tenants on the first day of each month
during the calendar year.

     (e) INTEREST  If Tenant fails to make any payment of Basic Rent or
Additional Charges within five days after the due date thereof, interest shall
accrue on the unpaid portion thereof from the due date at the Default Interest
Rate, and shall be payable on demand.

     (f) ACCORD AND SATISFACTION.  No payment by Tenant or receipt by Landlord
of any lesser amount than the amount stipulated to be paid hereunder shall be
deemed other than on account of the earliest stipulated Basic Rent or
Additional Charges nor shall any endorsement or statement on any check or
letter be deemed an accord and satisfaction, and Landlord may accept any check
or payment without prejudice to Landlord's right to recover the balance due or
to pursue any other remedy available to Landlord.

     (g) LATE PAYMENT CHARGE.  If Tenant fails to pay any Basic Rent or
Additional Charges within five days after the same become due and payable,
Tenant shall also pay to Landlord on demand a late 



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payment service charge (to cover Landlord's administrative and overhead expenses
of processing late payments) equal to the greater of $100.00 or 5% of such
unpaid sum for each and every calendar month or part thereof after the due date
that such sum has not been paid to Landlord.  Such payment shall not excuse the
untimely payment of rent.

     4. COMMON AREAS.

        Throughout the Term, Tenant and Tenant's Associates shall have the
non-exclusive right, in common with others, to use Common Areas and the Land.
Landlord shall have the right at any time, without Tenant's consent to
construct, subdivide, lease, or make any physical changes upon or to the
Building, Common Areas and Land, provided such actions do not unreasonably
obstruct Tenant's access to the Leased Premises or the Parking Lot.

     5. SERVICES AND UTILITIES.

           (a) BUILDING SERVICES.  Throughout the Term, Landlord agrees that the
Building will be maintained in the same manner as other comparable office
buildings in Loudoun County, Virginia, and that, subject to Unavoidable Delays
and Legal Requirements, it will furnish, or cause to be furnished, the
following services: Hot and cold running water in the toilet rooms located in
the Common Areas and at valved outlets at the locations in the Leased Premises
(if any) shown on Tenant's Space Layout.  Tenant, at Tenant's sole cost and
expense, shall be responsible for and shall provide its own cleaning and
janitorial services for the Leased Premises and shall use a cleaning and
janitorial company which is acceptable to the Landlord.

           (b) ELECTRICITY.  Landlord shall not be liable in any way to Tenant 
for any failure or defect in the supply or character of electrical energy 
furnished to the Leased Premises by reason of any requirement, act or omission
of the public utility serving the Building with electricity.  Tenant's use of   
electrical energy in the Leased Premises shall not at any time exceed the
capacity of any of the electrical conductors and equipment in or otherwise
serving the Leased Premises.  Tenant shall pay directly to the applicable
public utility company all charges for electricity and gas used or consumed in
the Leased Premises as measured by the separate meters for the Leased Premises.

           (c) HVAC SERVICES.  Landlord shall not be responsible if the normal
operation of the air-conditioning and heating system for the Leased Premises
shall fail to provide conditioned air within comfortable temperature levels due
to excessive electrical load, arrangement of partitioning or other Alterations
or failure to keep blinds closed in areas exposed to direct sunlight.

           (d) FAILURE TO PROVIDE BUILDING SERVICES.  If Landlord shall fail to
supply, or be delayed in supplying, any service expressly or impliedly to be
supplied by Landlord under this Lease, or shall be unable to provide the
Parking Spaces, or shall fail to perform any other obligation under this Lease,
and such failure is caused by an accident, Unavoidable Delay or the need to
perform a repair, alteration, replacement, addition or improvement, such
failure or delay shall result from Unavoidable Delays, such failure, delay or
inability shall not constitute an actual or constructive eviction, in whole or
in part, or relieve Tenant from any of its obligations under this Lease, or
impose any liability upon Landlord or its agents by reason of inconvenience to
Tenant, or injury to, or interruption of, Tenant's business, or otherwise, or
entitle Tenant to any abatement or diminution of rent.

     6. USE OF LEASED PREMISES.

           (a) PERMITTED USE.  Tenant shall use and occupy the Lease Premises 
solely for office purposes in accordance with the applicable zoning 
regulations and other Legal Requirements consistent with the 



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character and dignity of the Building.  Tenant shall not permit or suffer the
Leased Premises to be occupied by anyone other than Tenant except as provided by
Section 15.  Landlord may regulate and restrict access to the Building and the
Parking Lot at times other than normal business hours on Business Days for
security purposes so long as Tenant's employees, agents and business invitees
have reasonable access to the Leased Premises and the Parking Lot without
unreasonable inconvenience.

            (b) PAYMENT OF TAXES.  Throughout the Term, Tenant covenants and
agrees to pay ten (10) days before delinquency any and all taxes, assessments
and public charges levied, assessed or imposed upon Tenant's business conducted
in the Leased Premises, upon the leasehold estate created by this Lease or upon
Tenant's Personal Property.

            (c) RESTRICTIONS ON USE.  Throughout the Term, Tenant shall not,
without obtaining Landlord's prior consent in each instance: (i) place a load on
any floor exceeding the floor load per square foot which such floor was designed
to carry in accordance with the plans and specifications of the Building; (ii)
install, operate or maintain in the Leased Premises any heavy item of equipment
except in such manner as to achieve a proper distribution of weight; (iii)
strip, overload, damage or deface the Leased Premises, the Common Areas or the
Parking Lot, or the fixtures therein or used therewith; (iv) move any bulky
furniture or equipment into or out of the Leased Premises except at such times
as Landlord may from time to time designate; or (v) use any floor adhesive in
the installation of any carpeting.

            (d) COMPLIANCE WITH INSURANCE REQUIREMENTS.  Tenant shall not use or
occupy the Leased Premises, the Building or the Parking Lot, or permit the
Leased Premises to be used or occupied, in violation of requirements of
Landlord's or Tenant's insurers.  Tenant shall not do, or permit anything to be
done, in or upon the Leased Premises, the Building or Parking Lot, or bring or
keep anything therein, which shall increase the premiums payable for casualty
and property damage insurance for the Land, the Building or the Parking Lot or
on any property located therein, unless Tenant pays on demand the amount of the
increase.

            (e) NO FLAMMABLE SUBSTANCES.  Tenant shall not bring or permit to be
brought or kept in or on the Leased Premises any flammable, combustible or
explosive substance except standard cleaning fluid, standard equipment and
materials (including magnetic tape) customarily used in conjunction with
business machines and equipment of the type used from time to time by Tenant in
reasonable quantities.

            (f) HAZARDOUS MATERIALS.  Tenant shall not (either with or without
negligence) cause or permit the escape, disposal or release of any biologically
or chemically active or other hazardous substances or materials.  Tenant shall
not allow the storage or use of such substances or materials in any manner not
sanctioned by law or by the highest standards prevailing in the industry for the
storage and use of such substances or materials, nor allow to be brought into
the Building or Project any such materials or substances except those which are
customarily used in the ordinary course of Tenant's business, and then only
after written notice is given to Landlord of the identity of such substances or
materials.  Without limitation, hazardous substances and materials shall include
those described in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any
applicable state or local laws and the regulations adopted under these acts.  If
any lender or governmental agency shall ever require testing to ascertain
whether or not there has been any release of hazardous materials, then the
reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand
as additional charges if such requirement applies to the Leased Premises.  In
addition, Tenant shall execute affidavits, representations and the like from
time to time at Landlord's request concerning Tenant's best knowledge and belief
regarding the presence of hazardous substances or materials on the Leased
Premises.  In all events, Tenant shall indemnify Landlord in the manner
elsewhere provided in this Lease from any release of hazardous materials on the
Leased Premises occurring while Tenant is in possession, or elsewhere 



                                     - 4 -
<PAGE>   12

if caused by Tenant or persons acting under Tenant.
The within covenants shall survive the expiration or earlier termination of
the Term.

    7. CARE OF LEASED PREMISES.

       (a) MAINTENANCE AND REPAIRS BY TENANT.  Tenant shall act with care in its
use and occupancy of the Leased Premises and the fixtures therein and, at
Tenant's sole cost and expense, shall make all repairs and replacements to the
Leased Premises which are necessary to maintain the Leased Premises in
first-class condition.  Tenant shall also make any repairs to the Building or
any other improvement necessitated or caused by the willful or negligent acts
of Tenant, Tenant's Associates or any business invitee.

       (b) LANDLORD'S RESPONSIBILITY FOR MAINTENANCE AND REPAIRS.  Except as
otherwise provided in subsection (a), Landlord shall make or cause to be made
the following repairs as and when necessary: (i) structural repairs to the
Building; (ii) repairs required in order to provide plumbing, electrical, HVAC
and other services to be furnished by Landlord pursuant to this Lease; (iii)
maintenance and repairs to exterior portions of the Building, including the
windows and roof; and (iv) repairs to the Common Areas.

    8. RULES AND REGULATIONS.

       Tenant shall, and shall cause Tenant's Associates to, comply with and
observe all reasonable rules and regulations concerning the use, management,
operation, safety and good order of the Leased Premises, the Common Areas, the
Parking Lot and the Building which may from time to time be promulgated by
Landlord.  Initial rules and regulations, which shall be effective until
amended by Landlord, are attached as Exhibit C to this Lease.  Landlord shall
not be responsible to Tenant for any violation of the Rules and Regulations, or
the covenants or agreements contained in any other lease, by any other tenant
of the Building, or such tenant's subtenants, agents, employees, invitees,
licensees, customers and clients, or guests or contractors of any of the
foregoing, and Landlord may waive in writing, or otherwise, any or all of the
Rules and Regulations with respect to any one or more tenants.

     9. TENANT'S ALTERATIONS.

      (a) TENANT'S ALTERATIONS.  Tenant shall not make or perform, or permit the
making or performance of, any Alterations without Landlord's prior consent.
Notwithstanding the foregoing provisions of this subsection or Landlord's
consent to any Alterations, all Alterations made during the Term shall be made
and performed in conformity with and subject to the following provisions:  (i)
all Alterations shall be made and performed at Tenant's sole cost and expense
and at such time and in such manner as Landlord may reasonably designate; (ii)
all Alterations shall be made only by contractors or mechanics approved by
Landlord, such approval not to be unreasonably withheld or delayed; (iii) no
Alteration shall affect any part of the Building other than the Leased Premises
or adversely affect any service required to be furnished by Landlord to Tenant
or to any other tenant or occupant of the Building; (iv) Tenant shall submit to
Landlord reasonably detailed plans and specifications for each proposed
Alteration and shall not commence any such Alteration without first obtaining
Landlord's approval of such plans and specifications, which approval will not
be unreasonably withheld or delayed, but Landlord shall have the right to
withhold its consent to Alterations involving structural changes or changes
affecting the Common Areas or the exterior of the Building for any reason
whatsoever; (v) notwithstanding Landlord's approval of plans and specifications
for any Alteration, all Alterations shall be made and performed in full
compliance with all Legal Requirements and Insurance Requirements and in
accordance with the Rules and Regulations; and (vi) Tenant shall require any
contractor performing Alterations to carry and maintain at all times during the
performance of the Alterations, at no expense to Landlord, such insurance as
Landlord in its sole discretion may require.  In the event of any dispute
between the parties as to whether or not Landlord has acted reasonably in any
case with respect to which Landlord is required, pursuant to the provisions 

                                     - 5 -
<PAGE>   13

of this subsection (a) to do so, Tenant's sole remedy shall be to submit such
dispute to arbitration pursuant to Section 28.  If the determination in any such
arbitration shall be adverse to Landlord, Landlord nevertheless shall not be
liable to Tenant for breach of Landlord's covenant to act reasonably, and
Tenant's sole remedy in such event shall be to proceed with the proposed
Alterations.

            (b) TITLE TO, AND REMOVAL OF, ALTERATIONS AND TENANT'S PERSONAL
PROPERTY. Title to all Alterations made by Tenant, at its expense to the Leased
Premises shall be and remain in Tenant throughout the Term, but on the
expiration or earlier termination of this Lease Tenant hereby covenants and
agrees that title to all Alterations, and the right to possess and use the same,
shall automatically pass to and be vested in Landlord without payment or
consideration of any kind; provided at the time of approval of any such
alterations, the Landlord may, as a condition of such approval, require that the
Tenant agree, upon termination of the Lease, to remove the said alterations at
the Tenant's expense, and to restore the Leased Premises to the condition it was
in before the installation of the alteration.  All of Tenant's Personal Property
shall remain the property of Tenant and may, at its expense, be removed from the
Leased Premises at any time during the Term.  Tenant shall, at its expense,
remove all of Tenant's Personal Property at the expiration of the Term.  Tenant
shall repair all damage to the Leased Premises caused by the removal of Tenant's
Personal Property to the condition it was in before the installation of the item
removed.  Any of Tenant's Personal Property which is not removed from the Leased
Premises at the expiration of the Term shall be deemed to have been abandoned by
Tenant and may be disposed of by Landlord without thereby incurring liability to
Tenant.

            (c) MECHANIC'S LIENS.  Whenever and as often as any mechanic's lien
or materialman's lien shall have been filed against the Leased Premises, the
Building or the Land based upon any act or interest of Tenant or of anyone
claiming through or under Tenant, or if any lien with respect thereto shall have
been filed affecting any materials, machinery or fixtures used in the
construction, repair or operation thereof or annexed thereto by Tenant or anyone
claiming through or under Tenant, Tenant shall, at its expense, immediately take
such action by bonding, deposit or payment as will remove or satisfy the lien or
other security interest.  If Tenant fails to remove or discharge the lien or
other security interest within 20 days after receipt of demand therefor by
Landlord, Landlord, in addition to any other remedy under this Lease and without
waiving or releasing Tenant's default in not timely discharging the lien or
security interest, may pay the amount secured by such lien or security interest
or discharge the same by deposit and the amount so paid or deposited shall be
collectible as additional rent.

     10. NAME OF BUILDING; TENANT'S SIGNS.

            (a) NAME.  Landlord expressly reserves the right to have the
Building designated by a street number or numbers and to affix to the Building,
at locations designated by Landlord, signs indicating any such number or numbers
and the name of the Building as selected from time to time by Landlord.

            (b) EXTERIOR SIGNS.  Landlord has not granted to Tenant any rights
in or to the roof or the exterior surfaces of the perimeter walls of the
Building, control of which is hereby reserved to Landlord.  Tenant shall not
display or erect any lettering, signs, advertisements, awnings or other
projections on the exterior of the Leased Premises or in the interior of the
Leased Premises if visible from outside of the Building.  Landlord shall provide
customary suite entry door lettering identifying Tenant in the style and color
selected by Landlord for the Building.  The number, size, color, style and
configuration of such lettering shall be determined by Landlord.

            (c) BUILDING DIRECTORY.  Landlord shall provide a directory in the
main lobby of the Building upon which Landlord, at Landlord's expense, will
affix Tenant's name and a reasonable and customary number of names of its
officers, partners or employees as designated by Tenant.  The size, color and
style of such directory and names affixed thereto shall be selected by Landlord.



                                     - 6 -
<PAGE>   14


     11. TENANT'S INSURANCE.

            (a) INSURANCE REQUIREMENT.  Tenant, at Tenant's sole cost and
expense, shall obtain and maintain in effect at all times during the Term a
policy of Commercial General Liability Insurance, naming Landlord and (at
Landlord's request) any Mortgagee, ground lessor and management agent (the
"Additional Insureds") as additional insureds protecting Landlord, Tenant and
the Additional Insureds against any liability for bodily injury, death or
property damage occurring upon or in the Leased Premises, with such policy
having a deductible no greater than $1,000.00 for any one occurrence and
affording protection to the limit of not less then $1,000,000 with respect to
bodily injury or death or damage to property arising from any one occurrence,
and $2,000,000 from the aggregate of all occurrences within each policy year. If
such policy also covers locations other than the Leased Premises, the policy
shall include a provision to the effect that the aggregate limit of $2,000,000
shall apply separately at the Leased Premises and that the insurer will provide
notice to Landlord if the aggregate is reduced either by payment of claims or
the establishment of reserves for claims if the payments or reserves exceed
$250,000.  If the aggregate limit of $2,000,000 is reduced by the payment of a
claim or the establishment of a reserve, Tenant agrees to take immediate steps
to have the aggregate limit restored by endorsement to the existing policy or
the purchase of an additional insurance policy which complies with this
subsection.

            (b) PROPERTY DAMAGE INSURANCE.  Tenant shall, throughout the Term at
its expense keep Tenant's Alterations and Tenant's Personal Property insured
against loss or damage by fire with extended coverage in an amount sufficient to
prevent Tenant from becoming a co-insurer.

            (c) POLICY REQUIREMENTS.  The insurance policies required to be
obtained by Tenant under this Section:  (i) shall be issued by an insurance
company approved by Landlord, and (ii) in the case of liability insurance, shall
be written as primary policy coverage.  With respect to each insurance policy
required to be obtained by Tenant under this Section, on or before the Lease
Commencement Date, and at least 30 days before the expiration of the expiring
certificate previously furnished, Tenant shall deliver to Landlord a certificate
of insurance therefor, together with evidence of payment of all applicable
premiums for a period of one year.  Each insurance policy required to be carried
hereunder by or on behalf of Tenant shall provide (and any certificate
evidencing the existence of each such insurance policy shall certify) that such
insurance policy shall not be canceled or amended (other than to increase the
amount of coverage) unless Landlord shall have received 20 days' prior written
notice of such cancellation or amendment.  Landlord reserves the right from time
to time to require Tenant to obtain an increase in the minimum amounts of
insurance to such amounts as Landlord deems commercially reasonable.

     12. INDEMNIFICATION AND WAIVER OF SUBROGATION.

            (a) LANDLORD'S INDEMNIFICATION.  Except for the willful or
intentional negligent acts or omissions (where applicable law imposes a duty to
act) of Landlord or its agents, employees or contractors, Tenant hereby agrees
to indemnify and hold harmless Landlord from and against any and all claims,
losses, actions, damages, liabilities and expenses (including reasonable
attorneys' fees and disbursements) that (i) arise from or are in connection with
Tenant's possession, use, occupancy, management, repair, maintenance or control
of the Leased Premises, or any portion thereof, the making or removal of
Alterations and the performance of all related construction work, or in any
other manner that relate to the business conducted by Tenant in the Leased
Premises, or (ii) arise from or are in connection with any willful or negligent
act or omission of Tenant or Tenant's Associates, or (iii) result from any
default, breach, violation or nonperformance of this Lease or any provision
therein by Tenant or (iv) arise from injury or death to individuals or damage to
property sustained on or about the Leased Premises. Tenant shall, at its own
cost and expense, defend any and all actions, suits and proceedings which may be
brought against Landlord with respect to the foregoing or in which Landlord may
be 



                                     - 7 -
<PAGE>   15

impleaded.  Tenant shall pay, satisfy and discharge any and all
money judgments which may be recovered against Landlord in connection with the
foregoing.

            (b) WAIVER OF SUBROGATION.  Tenant shall each include in each of its
policies insuring against loss, damage or destruction by fire or other insured
casualty a waiver of the insurer's right of subrogation against the Landlord and
the Additional Insureds.  Landlord agrees to obtain parallel waivers of
subrogation in its insurance policy for the building as against the Tenant.

     13. DAMAGE BY FIRE OR OTHER CASUALTY.

     In the event of loss of, or damage to, the Leased Premises or the Building
by fire or other casualty, the rights and obligations of Landlord and Tenant
shall be as follows:

            (a) REPAIR OF DAMAGE.  If the Leased Premises or the Common Areas or
any part thereof shall be damaged by fire or other casualty, Landlord shall
proceed promptly and with reasonable diligence, subject to Unavoidable Delays,
to repair, or cause to be repaired, such damage, including all of Landlord's
Work as defined in Exhibit B, but not damage to Alterations or Tenant's Personal
Property within 120 days after the adjustment of the insurance loss.  Landlord
shall not be required to repair or replace any Alterations or any of Tenant's
Personal Property, but Landlord's only obligation under this subsection shall be
to repair or replace the portions of the Base Building, as defined in Exhibit B,
and the Landlord's Work to the condition necessary to enable Tenant, in
accordance with accepted construction practices, to begin the performance of the
repair or replacement of Above Building Standard Work.  Landlord shall not be
obligated to make any payment to Tenant for damages or compensation for
inconvenience, loss of business or annoyance arising from any damage to or
repair or restoration of any portion of the Leased Premises or of the Building.

            (b) ABATEMENT OF BASIC RENT AND ADDITIONAL CHARGES.  If the Leased
Premises or any part thereof shall be rendered untenantable by reason of such
damage and shall not in fact be used by Tenant, the Basic Rent and Additional
Charges shall be abated for the proportion of the Leased Premises rendered
untenantable for the period from the date of such damage to the date when the
damage which Landlord is obligated to repair shall have been repaired or the
date on which this Lease is terminated pursuant to subsection (c), whichever
occurs first.  If, by some reason of some action or inaction on the part of
Tenant or Tenant's Associates after the occurrence of a fire or other casualty,
Landlord or the Additional Insureds shall be unable to collect all of the
insurance proceeds applicable to the damage or destruction of the Leased
Premises or the Building by fire or other casualty, then, without prejudice to
any other remedy which may be available to Landlord against Tenant, the
abatement of rent provided for in this subsection shall not be effective to the
extent of uncollectible insurance proceeds.

            (c) TERMINATION OF LEASE BY LANDLORD OR TENANT.  If as a result or
fire or other casualty more than one-half (1/2) of the Building Rentable Area is
rendered untenantable, Landlord, within 60 days from the date of such fire or
casualty, may terminate this Lease by notice to Tenant, specifying a date, not
less than 20 nor more than 40 days after the giving of such notice, on which the
Term shall expire.  If the Leased Premises are damaged as a result of fire or
other casualty and if Landlord reasonably determines that the damage to the
Leased Premises (but not the damage to Alterations or Tenant's Personal
Property) is so extensive that such damage cannot be substantially repaired
within 210 days from the date of the fire or other casualty (except for
Unavoidable Delays), Landlord shall notify Tenant of that fact.  Within 15 days
after receipt of Landlord's notice, Tenant may terminate this Lease by notice to
Landlord, specifying a date, not less than 20 nor more than 40 days after the
giving of such notice, on which the Term shall expire, except that Tenant shall
not have the right to terminate this Lease if the fire or other casualty was
caused by the willful or negligent act or omission of Tenant or Tenant's
Associates.



                                     - 8 -
<PAGE>   16

            (d) INSURANCE PROCEEDS.  The proceeds payable under all fire and
other hazard insurance policies maintained by Landlord on the Building shall
belong to and be the property of Landlord, and Tenant shall not have any
interest in such proceeds.  Tenant agrees to look to its own fire and hazard
insurance policies in the event of damage to Alterations or Tenant's Personal
Property.

            (e) LANDLORD RELEASED FROM LIABILITY.  Tenant, hereby waives (and
agrees to cause all other occupants of the Leased Premises to execute and
deliver to Landlord instruments waiving) any right of recovery against Landlord,
the Additional Insureds and any of their respective agents, employees,
contractors or invitees, for any loss or damage to Alterations or Tenant's
Personal Property caused by fire or other insured casualty.

     14. CONDEMNATION.

            (a) EFFECT OF TAKING.  In the event of a Taking of the whole of the
Leased Premises, this Lease shall terminate as of the date of such Taking.  If
only a part of the Leased Premises shall be so taken then, except as otherwise
provided in this subsection, this Lease shall continue in force and effect, but,
from and after the date of the Taking, the Basic Rent and Additional Charges
shall be equitably reduced on the basis of the Rentable Area so taken. If a part
of the Building shall be taken, and if either (i) the part of the Building so
taken contains more than twenty-five percent (25%) of the Rentable Area
immediately before such Taking, or (ii) in Landlord's reasonable opinion, it
shall be impracticable to continue to operate the Building, then Landlord, at
Landlord's option, may give to Tenant within 60 days after the date upon which
Landlord shall have received notice of the Taking, a thirty (30) days notice of
termination of this Lease.

            (b) AWARD.  Landlord shall have the exclusive right to receive any
and all awards made with respect to the Leased Premises, the Building and the
Land accruing by reason of a Taking or by reason of anything lawfully done in
pursuant of public or other authority.  Tenant hereby releases and assigns to
Landlord all of Tenant's right to such awards and covenants to deliver such
further assignments and assurances thereof as Landlord may from time to time
request, hereby irrevocably designating and appointing Landlord as its
attorney-in-fact coupled with an interest to execute and deliver in Tenant's
name and behalf all such further assignments.

     15. ASSIGNMENT AND SUBLETTING.

            (a) ASSIGNMENT AND SUBLETTING PROHIBITED.  The parties acknowledge
that the Landlord has entered into this Lease because of the Tenant's financial
strength, good will, ability and expertise and that accordingly this Lease is
one which is personal to the Tenant.  Tenant shall not, directly or indirectly,
mortgage, pledge, encumber, sell, assign or transfer this Lease, in whole or in
part, by operation of law or otherwise, or sublease all or any part of the
Leased Premises, without Landlord's prior consent, which consent shall not be
unreasonably withheld.  In  connection with any request by Tenant for such
consent to assign or sublet, Tenant shall submit to Landlord at least 45 days
before the proposed effective date, a written statement containing the name of
the proposed assignee or subtenant, such information as to its financial
responsibility and standing as Landlord may require, and all of the terms and
provisions upon which the proposed assignment or subletting is to be made, and,
unless the proposed sublet area shall constitute the entire Leased Premises,
such statement shall be accompanied by a floor plan delineating the proposed
sublet area.  Any attempted transfer, assignment, subletting, mortgaging or
encumbering of this Lease in violation of the provisions of this Section shall
be void and confer no rights upon any Person.

            (b) CHANGE OF CONTROL.  If Tenant is a corporation, any transfer of
any of Tenant's issued and outstanding capital stock or any issuance of
additional capital stock, as a result of which the majority of the issued and
outstanding capital stock of Tenant is held by a Person or Persons who do not
hold a majority of the issued and outstanding capital stock of Tenant on the
date of this Lease, in the case of the original Tenant, or on 



                                     - 9 -
<PAGE>   17

the date on which Tenant acquire the leasehold estate under this Lease, in the
case of a direct or indirect assignee of the original Tenant, shall be deemed an
assignment under this Section 15.  If Tenant is a partnership or a limited
liability company, any transfer of any interest in the partnership or any other
change in the composition of the partnership which results in a change in the
control of Tenant from the Person or Persons controlling the partnership on the
date of this Lease, in the case of the original Tenant, or on the date on which
Tenant acquires the leasehold estate under this Lease, in the case of a direct
or indirect assignee of the original Tenant, shall be deemed an assignment under
this Section 15.

            (c) LANDLORD'S RIGHT TO COLLECT RENT.  If Tenant's interest in this
Lease is assigned, whether or not in violation of the provisions of this
Section, Landlord may collect rent from the assignee.  If the Leased Premises or
any part thereof are sublet to, or occupied, or used by, any Person other than
Tenant, whether or not in violation of this Section, Landlord, after an Event of
Default has occurred and while such Event of Default is continuing, may collect
rent from the subtenant, user or occupant.  In either case, Landlord shall apply
the amount collected to the Basic Rent and Additional Charges payable under this
Lease, but neither any such assignment, subletting, occupancy or use, whether
with or without Landlord's prior consent, nor any such collection or application
shall be deemed to be a waiver of any term, covenant or condition of this Lease
or the acceptance by Landlord of such assignee, subtenant, occupant or user as
Tenant.  The consent by Landlord to any assignment or subletting shall not
relieve Tenant from its obligation to obtain the express prior consent of
Landlord to any further assignment or subletting.  The listing of any name other
than that of Tenant on any door of the Leased Premises or on any directory in
the Building, or otherwise, shall not operate to vest in the Person so named any
right or interest in this Lease or in the Leased Premises or be deemed to
constitute, or serve as a substitute for, any prior consent of Landlord required
under this Section, and it is understood that any such listing shall constitute
a privilege extended by Landlord which shall be revocable at Landlord's will by
notice to Tenant. Neither an assignment of Tenant's interest in this Lease nor a
subletting, occupancy or use of the Leased Premises or any part thereof by any
Person other than Tenant, nor the collection of rent by Landlord from any Person
other than Tenant as provided in this subsection, nor the application of any
such rent as provided in this subsection shall, in any circumstances, relieve
Tenant from its obligations fully to observe and perform the terms, covenants
and conditions of this Lease on Tenant's part to be observed and performed.

            (d) EXPENSES AND ASSIGNMENT - SUBLETTING PROFIT.  As  additional
rent, Tenant shall promptly reimburse Landlord for all reasonable legal and
other expenses incurred by Landlord in connection with any request by Tenant for
consent to assignment or subletting.  In the event that any assignee or
subtenant pays to Tenant any amounts in excess of the Basic Rent and Additional
Rent then payable hereunder or pro rata portion thereof of the rent per square
foot for any portion of the Leased Premises, Tenant shall promptly pay Fifty
Percent (50%) of said excess to the Landlord as and when received by Tenant.

     16. DEFAULT PROVISIONS.

            (a) EVENTS OF DEFAULT.  Each of the following events shall be deemed
to be, and is referred to in this Lease as an "Event of Default":

                    (1) A default by Tenant in making any payment of Basic Rent
or Additional Charges on the day such payment is due and payable which continues
for more than five days after Landlord shall have given Tenant a written notice
specifying such default; or

                    (2) If, within any period of 12 consecutive months, Landlord
shall have given two written notices of default to Tenant pursuant to paragraph
(1), a further default by Tenant, within the 12-month period after the giving of
the second such notice, in making any payment of Basic Rent or Additional
Charges on the date such payment is due and payable which continues for more
than five days; or



                                     - 10 -
<PAGE>   18

                    (3) The neglect or failure of Tenant to perform or observe
any of the terms, covenants or conditions contained in this Lease on Tenant's
part to be performed or observed (other than those referred to in paragraphs (1)
above and (4) and (5) below) which is not remedied by Tenant within fifteen (15)
days after Landlord shall have given to Tenant notice specifying such neglect or
failure; or

                    (4) The assignment, transfer, mortgaging or encumbering of
this Lease or the subletting of the Leased Premises in a manner not permitted by
Section 15; or

                    (5) The taking of this Lease or the Leased Premises, or any
part thereof, upon execution or by other process of law directed against Tenant,
or upon or subject to any attachment at the instance of any creditor of or
claimant against Tenant, which execution or attachment shall not be discharged
or disposed of within thirty (30) days after the levy thereof; or

                    (6) The vacating or abandonment of the Leased Premises by
Tenant.

            (b) LANDLORD'S RIGHTS UPON EVENT OF DEFAULT.  Upon the occurrence of
an Event of Default, Landlord shall have the right, at its election, then or at
any time thereafter, either:

                    (1) To give notice to Tenant that this Lease will terminate
on a date to be specified in such notice, which date shall not be less than
three days after such notice, and on the date specified in such notice Tenant's
right to possession of the Leased Premises shall cease and this Lease shall
thereupon be terminated, but Tenant shall remain liable as provided in
subsection (c); or

                    (2) Without demand or notice, to re-enter and take
possession of the Leased Premises, or any part thereof, and repossess the same
as Landlord's former estate and expel Tenant and those claiming through or under
Tenant and remove the effects of both or either, either by summary proceedings,
or by action at law or in equity, or by force (if necessary) or otherwise,
without being deemed guilty of any manner of trespass and without prejudice to
any remedies for arrears of rent or preceding breach of covenant.

If Landlord elects to reenter under paragraph (2), Landlord may terminate this
Lease, or, from time to time, without terminating this Lease, may relet the
Leased Premises, or any part thereof, as agent for Tenant for such term or
terms and at such rental or rentals and upon such other terms and conditions as
Landlord may deem advisable, with the right to make alterations and repairs to
the Leased Premises.  No such reentry or taking of possession of the Leased
Premises by Landlord shall be construed as an election on Landlord's part to
terminate this Lease unless a written notice of such intention is given to
Tenant under paragraph 16(b)(1) or unless the termination thereof is decreed by
a court of competent jurisdiction.  Tenant waives any right to the service of
any notice of Landlord's intention to reenter provided for by any present or
future law.

            (c) TENANT'S LIABILITY FOR DAMAGES.  If Landlord terminates this
Lease pursuant to subsection (b), Tenant shall remain liable (in addition to
accrued liabilities) to the extent legally permissible for (i) the sum of (A)
all Basic Rent and Additional Charges provided for in this Lease until the date
this Lease would have expired had such termination not occurred, and (B) any and
all reasonable expenses incurred by Landlord in reentering the Leased Premises,
repossessing the same, making good any default of Tenant, painting, altering or
dividing the Leased Premises, combining the same with any adjacent space for any
new tenants, putting the same in proper repair, reletting the same (including
any and all reasonable attorneys' fees and disbursements and reasonable
brokerage fees incurred in so doing), and any and all expenses which Landlord
may incur during the occupancy of any new tenant (other than expenses of a type
that are Landlord's responsibility under the terms of this Lease); less (ii) the
net proceeds of any reletting actually received by Landlord. Tenant agrees to
pay to Landlord the difference between items (i) and (ii) above with respect to
each month during the Term, at the end of such month. Any suit brought by
Landlord to enforce collection of such difference for any one month shall 



                                     - 11 -
<PAGE>   19

not prejudice Landlord's right to enforce the collection of any
difference for any subsequent month.  In addition to the foregoing, Tenant
shall pay to Landlord such sums as the court which has jurisdiction thereover
may adjudge reasonable as attorneys' fees with respect to any successful legal
proceeding or action instituted by Landlord to enforce the provisions of this
Lease.  Landlord shall have the right, at its sole option, to relet the whole
or any part of the Leased Premises for the whole of the unexpired Term, or
longer, or from time to time for shorter periods, for any rental then
obtainable, giving such concessions of rent and making such special repairs,
alterations, decorations and paintings for any new tenant as Landlord, in its
sole and absolute discretion, may deem advisable.  Tenant's liability under
this subsection shall survive the institution of summary proceedings and the
issuance of any warrant thereunder.

     (d) LIQUIDATED DAMAGES.  If Landlord terminates this Lease pursuant to
subsection (b), Landlord shall have the right, at any time, at its option, to
require Tenant to pay to Landlord, on demand, as liquidated and agreed final
damages in lieu of Tenant's liability under subsection (c), an amount equal to
the difference, discounted to the date of such demand at an annual rate of
interest equal to the then-current yield on actively traded U.S. Treasury bonds
with 10-year maturities, as published in the Federal Reserve Statistical
Release for the week before the date of such termination, between (i) the Basic
Rent and Additional Charges, computed on the basis of the then-current annual
rate of Basic Rent and Additional Charges and all fixed and determinable
increases in Basic Rent, which would have been payable from the date of such
demand to the date when this Lease would have expired, if it had not been
terminated, and (ii) the then fair rental value of the Leased Premises for the
same period.  Upon payment of such liquidated and agreed final damages, Tenant
shall be released from all further liability under this Lease with respect to
the period after the date of such demand.  If, after the Event of Default
giving rise to the termination of this Lease, but before presentation of proof
of such liquidated damages, the Leased Premises, or any part thereof, shall be
relet by Landlord for a term of one year or more, the amount of rent reserved
upon such reletting shall be deemed to be the fair rental value for the part of
the Leased Premises so relet during the term of such reletting.

     (e) ACCELERATION.  If (i) Tenant fails to pay Basic Rent or Additional
Charges within five days after the date on which such Basic Rent or Additional
Charges are due, and (ii) such failure to pay occurs either for three
consecutive months or three times within any period of six consecutive months,
Landlord may, in addition to its other remedies under this Lease, by notice to
Tenant, declare the Basic Rent payable under this Lease for the next six months
(or, at Landlord's option, for a lesser period) to be due and payable within
ten days after the date of such notice.

     (f) BANKRUPTCY TERMINATION PROVISION.  This Lease shall, at Landlord's
option, terminate and expire, without the performance of any act or the giving
of any notice by Landlord, upon the occurrence of any of the following events:
(1) Tenant's admitting in writing its inability to pay its debts generally as
they become due, or (2) the commencement by Tenant of a voluntary case under
the federal bankruptcy laws, as now constituted or hereafter amended, or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or (3) the entry of a decree or order for relief by a court having jurisdiction
in the Leased Premises in respect of Tenant in an involuntary case under the
federal bankruptcy laws, as now constituted or hereafter amended, or any other
applicable federal or state bankruptcy, insolvency or other similar law, and
the continuance of any such decree or order unstayed and in effect for a period
of 30 consecutive days, or (4) Tenant's making an assignment of all or a
substantial part of its property for the benefit of its creditors, or (5)
Tenant's seeking or consenting to or acquiescing in the appointment of, or the
taking of possession by, a receiver, trustee or custodian for all or a
substantial part of its property, or (6) the entry of a court order without
Tenant's consent, which order shall not be vacated, set aside or stayed within
30 days from the date of entry, appointing a receiver, trustee or custodian for
all or a substantial part of its property.  The provisions of this Section
16(f) shall be construed with due recognition for the provisions of the federal
bankruptcy laws, where applicable, but shall be interpreted in a manner which
results in a termination of this Lease in each and every instance, and to the
fullest extent and at the earliest moment, that such termination is permitted
under the federal bankruptcy laws, it being 



                                     - 12 -
<PAGE>   20
of prime importance to the Landlord to deal only with Tenants who have, and
continue to have, a strong degree of financial strength and financial stability.

     17. SECURITY DEPOSIT.

     Tenant, upon execution of the Lease, deposits with Landlord the Security
Deposit, as security for the prompt, full and faithful performance by Tenant of
each and every obligation of Tenant hereunder.  If an Event of Default occurs,
Landlord without prejudice to any other remedy, may use, apply or retain the
whole or any part of the Security Deposit for the payment of any amounts due
under this Lease, provided in the event of such application, the Tenant shall
promptly restore the security deposit to the full amount.  The Landlord shall
have the right to commingle the security deposit with its other funds.  If
Tenant shall fully comply with all of the provisions of this Lease and is not
in default, the Security Deposit, or any balance thereof, shall be returned to
Tenant after the expiration of the Term, without interest.  In the event of a
transfer of Landlord's interest in the Leased Premises, Landlord shall have the
right to transfer the Security Deposit to the transferee thereof.  In such
event, upon notice to Tenant of such transfer, Landlord shall be released from
all liability or obligation for the return of the Security Deposit to Tenant,
and Tenant agrees to look solely to such transferee for the return of the
Security Deposit and the transferee shall be bound by all provisions of this
Lease relating to the return of the Security Deposit.  Tenant acknowledges that
a Mortgagee shall not be liable for the return of the Security Deposit unless
the Mortgagee actually receives the Security Deposit.  The Security Deposit
shall not be mortgaged, assigned or encumbered in any manner whatsoever by
Tenant.

     18. LANDLORD MAY PERFORM TENANT'S OBLIGATIONS.

     If Tenant shall fail to keep or perform any of its obligations as provided
in this Lease then Landlord may (but shall not be obligated to do so) upon the
continuance of such failure on Tenant's part for ten days after notice to
Tenant, or without notice in the case of an emergency, and without waiving or
releasing Tenant from any obligation, and as an additional but not exclusive
remedy, make any such payment or perform any such obligation.  All sums so paid
by Landlord and all necessary incidental costs and expenses, including
attorneys' fees and disbursements, incurred by Landlord in making such payment
or performing such obligation, together with interest thereon from the date of
payment at the Default Interest Rate, shall be deemed additional rent and shall
be paid to Landlord on demand.

     19. SUBORDINATION.

            (a) MORTGAGES.  This Lease and Tenant's interest hereunder shall be
subordinate to the lien of any Mortgage made by Landlord prior to the date of
this Lease.  This Lease and Tenant's interest hereunder shall have priority
over, and be senior to, the lien of any Mortgage made by Landlord after the date
of this Lease.  However, if at any time or from time to time during the Term, a
Mortgagee or prospective Mortgagee requests that this Lease be subject and
subordinate to its Mortgage, and if Landlord consents to such subordination,
this Lease and Tenant's interest hereunder shall be subject and subordinate to
the lien of such Mortgage and to all renewals, modifications, replacements,
consolidations and extensions thereof and to any and all advances made
thereunder and interest thereon.  Tenant agrees that, within ten days after
receipt of a request therefor from Landlord, it will, from time to time, execute
and deliver any instrument or other document required by any such Mortgagee to
subordinate this Lease and its interest in the Leased Premises to the lien of
such Mortgage.  If, at any time or from time to time during the Term, a
Mortgagee of a Mortgage made prior to the date of this Lease shall request that
this Lease have priority over the lien of such Mortgage, and if Landlord
consents thereto, this Lease shall have priority over the lien of such Mortgage
and all renewals, modifications, replacements, consolidations and extensions
thereof and all advances made thereunder and interest thereon, and Tenant shall,
within ten (10) days after receipt of a request therefor from Landlord, execute,
acknowledge and deliver any and all documents and instruments confirming the
priority of this Lease.  In any event, however, if this Lease shall 



                                     - 13 -
<PAGE>   21

have priority over the lien of a  first Mortgage, this Lease
shall not become subject or subordinate to the lien of any subordinate
Mortgage, and Tenant shall not execute any subordination documents or
instruments for any subordinate Mortgagee, without the written consent of the
first Mortgagee.

            (b) GROUND LEASE.  This Lease and Tenant's interest hereunder shall
be subject and subordinate to each and every ground or underlying lease
hereafter made of the Building or the Land, or both, and to all renewals,
modifications, replacements and extensions thereof.  Tenant agrees that, within
ten (10) days after receipt of request therefor from Landlord, it will, from
time to time, execute, acknowledge and deliver any instrument or other document
required by any such lessor to subordinate this Lease and its interest in the
Leased Premises to such ground or underlying lease.

            (c) MORTGAGEE'S RIGHT TO CURE.  If (i) the Building or the Land, or
both, or Landlord's leasehold estate in the Building or the Land, or both, is at
any time subject to a Mortgage, and (ii) this Lease, or the Basic Rent and
Additional Charges payable under this Lease, is assigned to the Mortgagee, and
(iii) the Tenant is given notice of such assignment, including the name and
address of the assignee, then, in that event, Tenant shall not terminate this
Lease or make any abatement in the Basic Rent or Additional Charges payable
hereunder for any default on the part of the Landlord without first giving
notice, in the manner provided elsewhere in this Lease for the giving of
notices, to such Mortgagee, specifying the default in reasonable detail, and
affording such Mortgagee a reasonable opportunity to make performance, at its
election, for and on behalf of the Landlord.  If more than one Mortgagee makes a
written request to Landlord to cure the default, the Mortgagee making the
request whose lien is the most senior shall have such right.

            (d) NONDISTURBANCE.  With respect to each Mortgage that may encumber
the Leased Premises at or after the commencement of the Term, Landlord agrees
that promptly following its receipt of written request by Tenant, Landlord will
ask the holder of the Mortgage once to grant Tenant a nondisturbance agreement
("Nondisturbance Agreement") in the usual form of such holder.  The term
Nondisturbance Agreement as used herein means, in general, an agreement that as
long as Tenant is not in default under this Lease, this Lease will not be
terminated if such holder acquires title to the Leased Premises by reason of
foreclosure proceedings or acceptance of a deed in lieu of foreclosure, provided
that Tenant attorns to such holder in accordance with its requirements.  Except
for making such written request, Landlord will be under no duty or obligation
hereunder, nor will the failure or refusal of such holder to grant a
nondisturbance agreement render Landlord liable to Tenant, or affect this Lease,
in any manner.  Tenant will bear all costs and expenses (including attorneys'
fees) of such holder and Landlord in connection with a nondisturbance agreement.

     20. ATTORNMENT.

         In the event of (a) a transfer of Landlord's interest in the Building,
(b) the termination of any ground or underlying lease of the Building or the
Land, or both, or (c) the purchase or other acquisition of the Building or
Landlord's interest therein in a foreclosure sale or by deed in lieu of
foreclosure under any Mortgage or pursuant to a power of sale contained in any
Mortgage, then in any of such events Tenant shall, at the request of Landlord
or Landlord's successor in interest, attorn to and recognize the transferee or
purchaser of Landlord's interest or the lessor under the terminated ground or
underlying lease, as the case may be, as Landlord under this Lease for the
balance then remaining of the Term, and thereafter this Lease shall continue as
a direct lease between such Person, as "Landlord," and Tenant, as "Tenant,"
except that such lessor, transferee or purchaser shall not be liable for any
act or omission of Landlord before such lease termination or before such
Person's succession to title, nor be subject to any offset, defense or
counterclaim accruing before such lease termination or before such Person's
succession to title, nor be bound by any payment of Basic Rent or Additional
Charges before such lease termination or before such Person's succession to
title for more than one month in advance.  Tenant shall, within ten days after
request by Landlord or the transferee or purchaser of Landlord's interest or
the lessor under the terminated ground or underlying lease, as the case may be,
execute and deliver an instrument 



                                     - 14 -
<PAGE>   22

or instruments confirming the foregoing provisions of
this Section.  Tenant hereby waives the provisions of any present or future law
or regulation which gives or purports to give Tenant any right to terminate or
otherwise adversely affect this Lease, or the obligations of Tenant hereunder,
upon or as a result of the termination of any such ground or underlying lease
or the completion of any such foreclosure and sale.

     21. QUIET ENJOYMENT.

     Landlord covenants that Tenant, upon paying the Basic Rent and the
Additional Charges provided for in this Lease, and upon performing and
observing all of the terms, covenants, conditions and provisions of this Lease
on Tenant's part to be kept, observed and performed, shall quietly hold, occupy
and enjoy the Leased Premises during the Term without hindrance, ejection or
molestation by Landlord or any Person lawfully claiming through or under
Landlord.

     22. LANDLORD'S RIGHT OF ACCESS TO LEASED PREMISES.

     Landlord and its agents, employees and contractors shall have the
following rights in and about the Leased Premises:  (i) to enter the Leased
Premises at all reasonable times to examine the Leased Premises or for any of
the purposes set forth in this Section or for the purpose of performing any
obligation of Landlord under this Lease or exercising any right or remedy
reserved to Landlord in this Lease, and if, in the case of an emergency, Tenant
or its officers, partners, agents or employees shall not be personally present
or shall not open and permit an entry into the Leased Premises at any time when
such entry shall be necessary, forcibly to enter the Leased Premises; (ii) to
exhibit the Leased Premises to others at reasonable times and for reasonable
purposes; (iii) to make such repairs, alterations, improvements or additions,
or to perform such maintenance, including the maintenance of all plumbing,
electrical and other mechanical facilities installed by Landlord, as Landlord
may deem necessary or desirable; and (iv) to make such repairs, alterations or
improvements, or to perform maintenance of all HVAC, plumbing, electrical and
other mechanical facilities installed by Landlord, as may be required from time
to time by this Lease to be made or performed by Landlord.  Landlord agrees to
give prior notice before it exercises its rights under this subsection, except
that Landlord may enter the Leased Premises without notice in the case of an
emergency.

     23. LIMITATION ON LANDLORD'S LIABILITY.

     (a) ACCIDENTS, ETC.  Except for damages resulting from the willful or
intentional negligent act or omission (where applicable law imposes a duty to
act) of Landlord, its agents and employees, Landlord shall not be liable to
Tenant or Tenant's Associates for any damage or loss to the property of Tenant
or others located in or on the Leased Premises, the Building or the Land, or
for any accident or injury to Persons or for any loss, compensation or claim,
including claims for interruption or loss of Tenant's business, based on,
arising out of or resulting from the necessity of maintaining or repairing any
portion of the Building or the Parking Lot; the use or operation (by Tenant or
any other Person or Persons whatsoever) of any elevators, or heating, cooling,
electrical, plumbing or other equipment or apparatus; the termination of this
Lease by reason of, or the occurrence of, damage or destruction of the Building
or the Leased Premises; any fire, robbery, theft, and/or any other casualty;
any leaking in any part or portion of the Leased Premises or the Building; any
water, wind, rain, or snow that may leak into, or flow from, any part of the
Leased Premises or the Building; any acts or omissions of any occupant of any
space in the Building; any water, gas, steam, fire, explosion, electricity or
falling plaster; the bursting, stoppage or leakage of any pipes, sewer pipes,
drains, conduits, appliances, sprinkler system, plumbing or other works; or any
other cause whatsoever whether similar or dissimilar to the foregoing.

     (b) PARKING LOT.  Except for damages resulting from the willful or
intentional negligent act or omission (where applicable law imposes a duty to
act) of Landlord, its agents and employees, Landlord shall not be liable for
any damage or loss to any automobile (or any personal property therein) parked
in or on the 



                                     - 15 -
<PAGE>   23

Parking Lot or any other part of the Land, or for any injury
sustained by any individual in, on or about the Parking Lot or any other part
of the Land.

            (c) LIABILITY LIMITED TO LANDLORD'S ESTATE.  Notwithstanding any
provision to the contrary, Tenant agrees that (i) the liability of Landlord and
Landlord's Partners for the satisfaction of any Claim shall be limited to
Landlord's Estate, (ii) no other properties or assets of Landlord, Landlord's
Partners or the officers, directors, agents or employees of Landlord or any of
Landlord's Partners shall be subject to levy, execution or other enforcement
procedures for the satisfaction of any Claim or any judgment based on a Claim,
and (iii) if Tenant shall acquire a lien on or interest in any other properties
or assets of Landlord, any of Landlord's Partners or any of the officers,
directors, agents or employees of Landlord or any of Landlord's Partners by
judgment or otherwise, Tenant shall promptly release such lien on or interest in
such other properties and assets by executing, acknowledging and delivering to
Landlord an instrument to that effect prepared by Landlord's attorneys.  For
purposes of this subsection, (x) the terms "Landlord's Estate" shall mean the
estate and property of Landlord in and to the Building and the Land (and, if
Tenant makes a claim against Landlord within six months after a sale of the Land
or the Building, or both, but not otherwise, the proceeds received by Landlord
from a sale of such estate and property, but not the proceeds of any financing
or refinancing thereof), (y) the term "Claim" shall mean any claim which Tenant
may have against Landlord arising out of or in connection with this Lease, the
relationship of landlord and tenant or Tenant's use of the Leased Premises, and
(z) the term "Landlord's Partners" shall mean, in the case of a Landlord which
is a partnership, the Persons who are partners in such partnership.

     24. ESTOPPEL CERTIFICATES.

     Tenant agrees from time to time, within ten days after request therefor by
Landlord, to execute, acknowledge and deliver to Landlord a statement in
writing certifying to Landlord, any Mortgagee, any assignee of a Mortgagee, or
any purchaser, of the Building or the Land, or both, or any other Person
designated by Landlord, as of the date of such statement, (i) that Tenant is in
possession of the Leased Premises; (ii) that this Lease is unmodified and in
full force and effect (or, if there have been modifications, that this Lease is
in full force and effect as modified and setting forth such modifications);
(iii) whether or not there are then existing any set-offs or defenses against
the enforcement of any right or remedy of Landlord, or any duty or obligation
of Tenant, hereunder (and, if so, specifying the same in detail); (iv) the
dates, if any, to which any Basic Rent or Additional Charges have been paid in
advance; (v) whether there are any uncured defaults on the part of Landlord
under this Lease (or, if Tenant has knowledge of any such uncured defaults,
specifying the same in detail); (vi) the amount of any Security Deposit held by
Landlord; and (vii) any additional facts reasonably requested by Landlord or
any such Mortgagee, assignee of a Mortgagee or purchaser.  Tenant shall also
from time to time, within ten days after request therefor by Landlord, deliver
to Landlord a statement of financial position of Tenant, as of the most
currently available date, prepared by a certified public accountant or if
Tenant does not have a certified public accountant, a statement certified by
the chief financial officer of the Tenant.

     Landlord agrees from time to time within ten (10) days after request
thereof by Tenant, but not more than once in any twelve month period, to
execute, acknowledge and deliver to Tenant a statement in writing certifying to
Tenant and any Lender the same information Tenant is required to provide to
Landlord as above set forth in subsections (i) through (vii).

     25. SURRENDER OF LEASED PREMISES.

     Tenant shall, on or before the last day of the Term, except as otherwise
expressly provided elsewhere in this Lease, remove all of its property and
peaceably and quietly leave, surrender and yield up to the Landlord the Leased
Premises, free of subtenancies, broom clean and in good order and condition
except for reasonable wear and tear, damage by fire or other casualty, or
conditions requiring repair by Landlord hereunder at Landlord's expense.  At
the time Tenant surrenders the Leased Premises at the end of the Term, or
within 



                                     - 16 -
<PAGE>   24

three days thereafter, Landlord and Tenant, or their respective agents,
shall make an inspection of the Leased Premises and shall  prepare and sign an
inspection form to describe the condition of the Leased Premises at the time of
surrender.

     26. RELOCATION OF TENANT.

     The Landlord shall have the right from time to time during the Term, at
the Landlord's expense, to relocate the Tenant from its present location within
the Building to another location within the Building having at least the same
floor area as that of the Leased Premises as shown on Exhibit A, provided that
the Landlord gives the Tenant written notice of the Landlord's intention to do
so at least thirty (30) days before undertaking such relocation.  The Landlord
shall, in such event, at the Landlord's expense, install within the Leased
Premises as so relocated improvements of the same quality and quantity as those
theretofore made by the Tenant or the Landlord to the Leased Premises before
such relocation, and on the completion of such installation shall cause the
Tenant's machinery, furniture, fixtures and equipment within the Leased
Premises to be moved to the Leased Premises as so relocated.  Upon the
completion of such relocation, this Lease shall automatically cease to cover
the space constituting the Leased Premises immediately before such relocation,
and shall automatically thereafter cover the space to which the Leased Premises
have been relocated as aforesaid, all on the same terms and subject to the same
conditions as those set forth in the provisions of this Lease as in effect
immediately before such relocation, and all without the necessity of further
action by either party hereto; provided, that each party hereto shall, promptly
upon its receipt of a written request therefor from the other, enter into such
amendment of this Lease as the requesting party considers reasonably necessary
to confirm such relocation.

     27. HOLDING OVER.

     If Tenant shall hold over possession of the Leased Premises after the end
of the Term, Tenant shall be deemed to be occupying the Leased Premises as a
Tenant from month to month, at 150% of the Basic Rent, adjusted to a monthly
basis, and subject to all the other conditions, provisions and obligations of
this Lease, including the obligation to pay Additional Charges, insofar as the
same are applicable, or as the same shall be adjusted, to a month-to-month
tenancy.

     28. ARBITRATION.

     In any case in which it is provided by the terms of this Lease that any
matter shall be determined by arbitration, then such arbitration shall be in
accordance with the Commercial Arbitration Rules then in effect of the American
Arbitration Association.  The arbitration proceeding shall be conducted in
Northern Virginia, by one arbitrator selected in accordance with the Commercial
Arbitration Rules.  Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.  All direct and reasonable
costs of the arbitration proceeding, including compensation of the arbitrator
but excluding any compensation paid to counsel, agents, employees, and
witnesses of either party, shall be borne equally by the parties or as the
arbitrator shall determine.

     29. PARKING.

     Throughout the Term, Tenant and its employees shall have the non-exclusive
right in common with others to use the Parking Lot without additional charge.
Tenant agrees to use the  Parking Lot for the parking of passenger automobiles,
small trucks and vans and for no other purposes.  The Landlord reserves the
right to designate parking spaces, including those for invitees.

     30. TRANSFER OF LANDLORD'S INTEREST.


                                     - 17 -
<PAGE>   25

     If the original Landlord named in this Lease, or any successor to the
original Landlord's interest in the Building, conveys or otherwise disposes of
its interest in the Land and/or the Building, then upon such conveyance or
other disposition all liabilities and obligations on the part of the original
Landlord, or such successor Landlord, as Landlord under this Lease, which
accrue after such conveyance or disposition shall cease and terminate and each
successor Landlord shall, without further agreement, be bound by Landlord's
covenants and obligations under this Lease, but only during the period of such
successor Landlord's ownership of the Building.  A copy of the recorded deed
conveying the interest in the Building shall be satisfactory evidence of a
successor Landlord's interest.

     31. LEASING COMMISSIONS.

     Landlord and Tenant each represent and warrant to the other that, except
for     N/A     , neither of them has employed or dealt with any broker or
finder in carrying on the negotiations relative to this Lease.  Landlord and
Tenant shall each indemnify and hold harmless the other from and against any
claim or claims for brokerage or other commission arising from or out of any
breach of the foregoing representation and warranty. Landlord recognizes that
N/A     is entitled to the payment of a commission for services rendered in
the negotiation and obtaining of this Lease, and Landlord has agreed to pay
such commission pursuant to a separate agreement.

     32. FINANCIAL INFORMATION

     The Tenant agrees from time to time upon request of the Landlord to
promptly provide to Landlord, its present or prospective Mortgagees or any
prospective purchaser of the Building, with current updated financial
statements of the Tenant prepared by the Tenant's certified public accountant
or in the event Tenant does not have a certified public accountant normally
prepare its financial statements, the financial statements shall be prepared by
the Tenant, but in any event the said financial statements shall be certified
by the Tenant.

     33. MODIFICATION OF LEASE

     It is understood and agreed that the terms of this Lease shall be
modified, if so required, for the purpose of complying with and fulfilling any
requirements of any Mortgagee secured by a mortgage that may now be or
hereafter become a lien on the Building, provided however any such modification
shall not be in substantial derogation or diminution of any of the rights of
the parties hereunder nor increase any of the financial obligations and
reliabilities of the parties hereunder.

     34. GENERAL PROVISIONS.

            (a) BINDING EFFECT.  The terms contained in this Lease shall be
binding upon, and shall inure to the benefit of, the parties hereto and, subject
to the provisions of Section 15, each of their respective legal representatives,
successors and assigns.

            (b) GOVERNING LAW AND CONSTRUCTION.  It is the intention of the
parties hereto that this Lease shall be construed and enforced in accordance
with the laws of the Commonwealth of Virginia.  Should any provision of this
Lease require judicial interpretation, it is agreed that the court interpreting
or considering the same shall not apply the presumption that the terms hereof
shall be more strictly construed against a party by reason of the rule or
conclusion that a document should be construed more strictly against the party
who itself or through its agents prepared the same, it being agreed that all
parties hereto have participated in the preparation of this Lease and that each
party had full opportunity to consult with legal counsel of its choice before
the execution of this Lease.


                                     - 18 -
<PAGE>   26

     (c) WAIVERS.  No failure by Landlord to insist upon the strict performance
of any term of this Lease or to exercise any right or remedy consequent upon a
breach thereof, and no acceptance by Landlord of full or partial rent during
the continuance of any such breach, shall constitute a waiver of any such
breach or of any such term.  No term of this Lease to be kept, observed or
performed by Landlord or by Tenant, and no breach thereof, shall be waived,
altered or modified except by a written instrument executed by Landlord or by
Tenant, as the case may be.  No waiver of any breach shall affect or alter this
Lease, but each and every term of this Lease shall continue in full force and
effect with respect to any other then existing or subsequent breach thereof.

     (d) NOTICES.  Every notice, request, consent, approval or other
communication (hereafter in this subsection collectively referred to as
"notices" and singularly referred to as a "notice") which  Landlord or Tenant
is required or permitted to give to the other pursuant to this Lease shall be
in writing and shall be delivered personally or by overnight courier service or
shall be sent by certified or registered mail, return receipt requested,
first-class postage prepaid, if to Landlord, at Landlord's Notice Address, or
if to Tenant, at Tenant's Notice Address, or at any other address designated by
either party by notice to the other party pursuant to this subsection.  Any
notice delivered to a party's designated address by (a) personal delivery, (b)
recognized overnight national courier service, or (c) registered or certified
mail, return receipt requested, shall be deemed to have been received by such
party at the time the notice is delivered to such party's designated address.
Confirmation by the courier delivering any notice given pursuant to this
subsection shall be conclusive evidence of receipt of such notice.  Landlord
and Tenant each agrees that it will not refuse or reject delivery of any notice
given hereunder, that it will acknowledge, in writing, receipt of the same upon
request by the other party and that any notice rejected or refused by it shall
be deemed for all purposes of this Lease to have been received by the rejecting
party on the date so refused or rejected, as conclusively established by the
records of the U.S. Postal Service or the courier service.  Any notice required
to be given within a stated period of time which is sent by certified or
registered mail shall be considered timely if postmarked before midnight of the
last day of such period.

     (e) ENTIRE AGREEMENT.  This Lease contains the final and entire agreement
between said parties, and they shall not be bound by any terms, statements,
conditions or representations, oral or written, express or implied, not
contained in this Lease.  However, the terms of this Lease shall be modified,
if so required, for the purpose of complying with or fulfilling the
requirements of any Mortgagee secured by a first Mortgage that may now be or
hereafter become a lien on the Building, provided, however, that such
modification shall not be in substantial derogation or diminution of any of the
rights of the parties hereunder, nor increase any of the obligations or
liabilities of the parties hereunder.

     (f) JURY TRIAL.  LANDLORD AND TENANT EACH HEREBY WAIVES ALL RIGHT TO TRIAL
BY JURY IN ANY CLAIM, ACTION, PROCEEDING OR COUNTERCLAIM BY EITHER LANDLORD OR
TENANT AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT AND/OR TENANT'S USE OR
OCCUPANCY OF THE LEASED PREMISES.

     (g) VENUE.  Tenant hereby waives any objection to the venue of any action
filed by Landlord against Tenant in any state or federal court in the
Commonwealth of Virginia, and Tenant further waives any right, claim or power,
under the doctrine of forum non convenient or otherwise, to transfer any such
action filed by Landlord to any other court.

     (h) AUTHORITY.  If Tenant is a corporation, concurrently with the signing
of this Lease, Tenant shall furnish to Landlord certified copies of the
resolutions of its Board of Directors (or of the executive committee of its
Board of Directors) authorizing Tenant to enter into this Lease; and it shall
furnish to Landlord evidence (reasonably satisfactory to Landlord and its
counsel) that Tenant is a duly organized corporation in good 



                                     - 19 -
<PAGE>   27

standing under the laws of the jurisdiction of its incorporation, is qualified
to do business in good standing in the jurisdiction in which the Building is
located, has the power and authority to enter into this Lease, and that all
corporate action requisite to authorize Tenant to enter into this Lease has been
duly taken.  If Tenant is a partnership, limited liability company or any other
legal form of entity, it shall comply with the above set forth provisions.

     (i) TIME OF THE ESSENCE.  Time is of the essence in the performance of all
Tenant's obligations under this Lease.

     (j) INVALIDITY.  If any provision of this Lease shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not be affected thereby.

     (k) CAPTIONS.  The captions in this Lease are for convenience only and
shall not affect the interpretation of the provisions hereof.

     (l) NO PARTNERSHIP.  This Lease is not intended to create a partnership or
joint venture between Landlord and Tenant in the conduct of their respective
businesses.

     (m) COUNTERPARTS.  This Lease may be executed in several counterparts,
each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.

     (n) AUTHORITY.  If Tenant is a corporation, partnership or other legal
entity, the individual who executes and delivers this Lease on behalf of Tenant
represents and warrants to Landlord that he or she is duly authorized to do so.

     (o) NO OFFER.  The submission of an unsigned counterpart of this Lease to
Tenant shall not constitute an offer or option to lease the Leased Premises.
This Lease shall become effective and binding only upon the execution and
delivery by Landlord and Tenant.

     (p) SURVIVAL.  Tenant's obligations under Sections 3(b), 3(d), 3(f), 9(b),
9(c), 11(c), 12(a), 14(b), 16(c), 23(c) and 25 shall survive the expiration of
the Term or the earlier termination of this Lease.

     (q) RECORDATION.   This Lease may not be recorded among the Land Records
of the said County or among any other public records without the Landlord's
prior express, written consent thereto, and any attempt by the Tenant to do so
without having obtained the Landlord's consent thereto shall constitute an
Event of Default hereunder, and Tenant at its sole cost and expense shall
promptly release the same from the said Land Records.  If this Lease is
recorded by either party hereto, such party shall bear the full expense of any
transfer, documentary stamp or other tax, and any recording fee, assessed in
connection with  such recordation; provided, that if under applicable law
recordation of this Lease hereafter becomes necessary in order for this Lease
to be or remain effective, the Tenant shall bear the full expense of any and
all taxes and fees incurred in connection therewith.



                                     - 20 -
<PAGE>   28


     IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be
signed by their duly authorized partners or officers as of the day and year
first above written.

                                             LANDLORD:

                                             GUARDIAN TECHNOLOGIES
                                             INTERNATIONAL, INC.


                                             By: /s/ Joseph F. Fernadez 
                                                -------------------------
                                                Name:  Joseph F. Fernadez

                                                Title: Vice President


                                             TENANT:

                                             FREEDOM ALLIANCE


                                             By: /s/ Marc T. Short
                                                ---------------------------
                                                Name: Marc T. Short
                                                Title: Executive Director




                                     - 21 -



<PAGE>   29



                                   EXHIBIT C

                             RULES AND REGULATIONS


     The following rules and regulations have been formulated for the safety
and well-being of all the Tenants of the Building.  Adherence to these rules
and regulations insures that each and every Tenant will enjoy a safe and
unannoyed occupancy in the Building.  Any violation of these rules and
regulations by any Tenant which continues after notice from Landlord, subject
to Section 16(a) of the Lease, shall be sufficient cause for termination, at
the option of Landlord, of the Tenant's lease.

     Landlord shall have the continuing right to amend or eliminate any of
these rules and regulations, and also to adopt additional reasonable rules and
regulations of like force and effect.  Any change whatsoever or any nature shall
be effective thirty (30) days after delivery of written notice thereof to the
demised premises.

     a.   The sidewalks, entrances, passages, courts, elevators, vestibules,
stairway corridors or halls or other parts of the Building not occupied by any
Tenant (hereinafter "Common Areas") shall not be obstructed or encumbered by any
Tenant or used for any purpose other than ingress and egress to and from the
Tenant's premises.  Landlord shall have the right to control and operate the
Common Areas, and the facilities furnished for the common use of the Tenants, in
such manner as Landlord deems best of the benefit of the Tenants generally.  No
Tenant shall permit the visit to its premises of persons in such numbers under
such conditions as to interfere with the use and enjoyment by other Tenants of
the Common Areas.

     b.  No awning or other projections shall be attached to the outside walls
of the Building without the prior written consent of Landlord.  No drapes,
blinds, shades or screens shall be attached to or hung in, or used in connection
with, any window or door of a Tenant's premises, without the prior written
consent of Landlord.  Such awnings, projections, curtains, blinds, screens or
other fixtures must be of a quality, type, design and color, and attached in the
manner approved by Landlord.

     c.  No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside or inside
of the Tenant's premises or the Building without the prior written consent of
Landlord.  In the event of the violation of the foregoing by any Tenant,
Landlord may remove same without any liability, and may charge the expense
incurred by such removal to the Tenant or Tenants violating this rule. All
interior signs on doors and directory tablet shall be inscribed, painted or
affixed for each Tenant by Landlord at the expense of such Tenant, and shall be
of a size, color and style reasonably acceptable to Landlord.

     d.  No show cases or other articles shall be put in front or affixed to any
part of the exterior of the Building, nor placed in the Common Areas without the
prior written consent of Landlord.

     e.  The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, or other substances shall be thrown therein.  All
damages resulting from any misuse of the fixtures shall be borne by Tenant, who,
or whose employees, agents, visitors or licensees, shall have caused the same.

     f.  There shall be no marking, painting, drilling into or other form of
defacing or damage of any part of a Tenant's premises or the Building.  No
Tenant shall construct, maintain, use or operate within its premises or
elsewhere within or on the outside of the Building, any electrical devise,
wiring or apparatus in connection with a loud speaker system or other sound
system,  Landlord will, however, permit a Tenant to 


                                     - 1 -
<PAGE>   30

install music or other internal music system within the Tenant's premises if the
music system cannot be heard outside of the premises.

     g.  No Tenant shall make or permit to be made, any disturbing noises or
disturb or interfere with occupants of the Building or neighboring buildings or
premises or those having business with them, whether by the use of any musical
instrument, radio, tape recorder, whistling, singing, or any other way.  No
Tenant shall throw anything out of the doors or windows or down the corridors or
stairs.

     h.  No bicycles, vehicles or animals, birds or pets of any kind shall be
brought into the Building or kept in or about a Tenant's premises.  No cooking
shall be done or permitted by any Tenant on its premises, except that, with
Landlord's prior approval, a Tenant may install and operate for the convenience
of its employees, a lounge or coffee room with microwave, sink and refrigerator.
No Tenant shall cause or permit any unusual or objectionable odors to originate
from its premises.

     i.  No space in or about the Building, including balconies, shall be used
for the manufacture, storage, or sale at auctions, or merchandise, goods or
property of any kind, except in the ordinary course of business.

     j.  No inflammable, combustible or explosive fluid, chemical or substance
shall be brought or kept upon a Tenant's premises (including Christmas trees and
ornaments).

     k.  No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any Tenant, nor shall changes be made in existing locks
or the mechanism thereof.  The doors leading to the corridors or main halls
shall be kept closed during business hours except as they may be used for
ingress or egress.  Each Tenant shall, upon the termination of its tenancy,
return to Landlord all keys used in connection with its premises, including any
keys to the premises, to rooms and office within the premises, to storage rooms
and closets, to cabinets and other built-in furniture, and to toilet rooms,
whether or not such keys were furnished by Landlord or procured by Tenant, and
in the event of loss of any such keys, such Tenant shall pay to Landlord the
cost of replacing the locks.  On termination of a Tenant's lease, the Tenant
shall disclose to Landlord the combination of all locks for safes, safe
cabinets, and vault doors, if any, remaining in the premises.

     l.  All removals, or the carrying in or out of any safes, freight,
furniture or bulky matter of any description must take place in such manner and
during such hours as Landlord may reasonably require.  Landlord reserves the
right to inspect all freight to be brought into the Building and to exclude from
the Building all freight which violates any of these Rules and Regulations of
the Lease.

     m.  Any person employed by any Tenant to do janitorial work within the
Tenant's premises must obtain Landlord's consent prior to commencing such work,
and such person shall, while in the Building and outside of said premises,
comply with all instructions issued by the superintendent of the Building.

     n.  No Tenant shall purchase spring water, ice, coffee, soft drinks,
towels, or other like merchandise or service from any company or person whose
repeated violations of building regulations have caused, in Landlord's
reasonable opinion, a hazard or nuisance to the Building and/or its occupants.

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


                                     - 2 -
<PAGE>   31

   p.  Landlord reserves the right to exclude from the building at all times any
person who is not known or does not properly identify himself to the building
management or its agents.  Landlord may at its option require all persons
admitted to or leaving the Building to register.  Landlord shall also have the
right to install an electronic security system for the Building requiring the
use of identification card, passwords, confidential codes and the like as a
prerequisite to admission of any person excluding Tenant's customers during
normal business hours into the Building, and Tenant agrees to faithfully abide
by the rules of any such security system.  If identification cards are used in
any such system, Tenant shall be issued a reasonable number of cards without
charge, but each additional or replacement card requested shall be issued only
upon payment of a service fee of not less than Six Dollars ($6.00) per card.

   q.  Each Tenant, before closing and leaving its premises at any time, shall
see that all lights, electrical appliances and mechanical equipment are turned
off.

   r.  The requirements of Tenants will be attended to only upon application at
the office of the Building.  Building employees shall not perform any work or
do anything outside of their regular duties unless under special instruction
from the management of the Building.

   s.  Canvassing, soliciting and peddling in the Building is prohibited and
each Tenant shall cooperate to prevent the same, including notifying Landlord
when and if such activity occurs.

   t.  No water cooler, plumbing or electrical fixture shall be installed by the
Tenant without Landlord's prior written consent, which consent shall not be
unreasonably withheld.

   u.  Access plates to underfloor conduits shall be left exposed.  Where carpet
is installed, carpet shall be cut around access plates.

   v.  Mats, trash, boxes, crates or other objects shall not be placed in public
corridors.  When Tenant must dispose of trash, boxes, crates, etc., it will be
the responsibility of Tenant to dispose of same prior to or after normal
business hours so as to avoid having such debris visible in the public areas
during such hours.

   w.  Drapes installed by Landlord for the use of any Tenant or drapes
installed by Tenant which are visible from the exterior of the Building must
be clean by such Tenant at least once a year, without notice, at such Tenant's
own expense.

   x.  All office equipment of any electrical or mechanical nature shall be
place by Tenant in the demised premises in approved settings to absorb or
prevent any vibration, noise or annoyance. Further, Landlord shall have the
power to prescribe the weight and position of heavy equipment or objects which
may over stress any portion of the floor.  All damage done to the Building by
the improper placing of such heavy items will be repaired at the sole expense of
the responsible Tenant.

   y.  Tenant shall not permit or cause to be used in the demised premises any
devise or instrument such as sound reproduction system, or excessively bright,
changing, flashing, flickering, moving lights or lighting devices or any
similar devices, the effect of which shall be audible or visible beyond the
confines of the demised premises, nor shall Tenant permit any act or thing upon
the demised premises disturbing to normal sensibilities of other Tenants.

   z.  All deliveries must be made via the service entrance designated by
Landlord for service, if any, during normal business hours.  Landlord's written
approval must be obtained for any delivery after normal working hours.


                                     - 3 -
<PAGE>   32

     aa.   All moving of safes, freight, furniture or bulky matter of any
description, to or from the demised premises shall only take place on specified
elevators and during the hours designated by the Landlord.  Hand trucks may be
used only if they are equipped with rubber tires and side guards.

     bb.   The demised premises shall never at any time be used for any
immoral or illegal purposes.

     cc.   Landlord shall have the right, from time to time, to designate
specific parking spaces in the parking areas for the Building as being reserved
for specific Tenants or for members of the general public, and each Tenant
agrees to honor such reservations and to permit parking for officers and
employees only in those parking spaces available for such purposes.  Landlord
shall have the further right, during holiday seasons or at other times when
parking spaces may be in short supply, to temporarily change or restrict
established areas in order to provide additional public parking, and Tenant
agrees to honor such temporary changes and restrictions.  Tenant agrees to
comply with all rules and regulations established for the parking operation.











                                     - 4 -
<PAGE>   33




                                   EXHIBIT D

                      Determination of Gross Rentable Area

<PAGE>   34

                                   EXHIBIT E

                              FORM OF CERTIFICATE

                                 "CERTIFICATE"

     This Certificate is being provided on this 3rd day of February , 1997, 
pursuant to the terms and provisions of that certain Deed of Lease dated as
of January 23, 1997  (the "Lease"), by and between GUARDIAN TECHNOLOGIES
INTERNATIONAL, INC. as Landlord and FREEDOM ALLIANCE as TENANT.  The parties to
the Lease desire to confirm that the following terms which are defined in the
Lease shall have the meanings set forth below for all purposes in the Lease:

     1.   The Rentable Area of the Leased Premises is 2,954 square feet.

     2.   The Basic Rent payable during the first Lease Year is
          $37,456.68, payable in equal monthly installments of $3,121.39
          each.

     3.   The Lease Commencement Date is  February 1, 1997.

     4.   The Term of the Lease shall expire on January 31, 2004.

     5.   Tenant has taken possession of the Leased Premises and has no
          claims, defenses, offsets or counterclaims against Landlord.

     6.   Attached to this Certificate are certificates of insurance and
          is evidence of payment of premiums for all insurance required
          pursuant to Section 11 of the Lease.


LANDLORD:

GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.


By: /s/ Joseph F. Fernandez
   ------------------------------     
   Name:  Joseph F. Fernandez
   Title: Vice President 


TENANT:

FREEDOM ALLIANCE


By: /s/ Marc T. Short
   -----------------------------
   Name:   Marc T. Short
   Title: Executive Director