<PAGE>   1
                                                                   EXHIBIT 10.47



                                 LEASE AGREEMENT


                                     BETWEEN

                        BELLEMEAD DEVELOPMENT CORPORATION

                                       AND

                        SCHOENKE & ASSOCIATES CORPORATION





<PAGE>   2



                                TABLE OF CONTENTS

                             20250 CENTURY BOULEVARD
                           GERMANTOWN, MARYLAND 20874

<TABLE>
<CAPTION>
   Paragraph                                                          Page
   ---------                                                          ----
<S>         <C>                                                       <C>
      1     Basic Lease Provisions ................................      1
      2     Demised Premises ......................................      3
      3     Term ..................................................      3
      4     Use ...................................................      5
      5     Minimum Rent ..........................................      5
      6     Cost of Living Adjustments to Rent ....................      6
      7     Adjustments to Rent ...................................      6
      8     Deposits ..............................................      9
      9     Assignment and Subletting .............................     11
     10     Landlord's Work .......................................     13
     11     Maintenance by Tenant .................................     13
     12     Alterations ...........................................     13
     13     Tenant's Agreement ....................................     14
     14     Entry for Repairs and Inspection ......................     15
     15     Insurance Rating ......................................     15
     16     Tenant's Insurance ....................................     16
     17     Tenant's Equipment ....................................     17
     18     Utilities and Services ................................     18 
     19     Indemnity .............................................     19
     20     Damage to Demised Premises ............................     19
     21     Damage to Personal Property and Person ................     20
     22     Destruction, Fire and Other Casualty ..................     20
     23     Bankruptcy or Insolvency ..............................     22
     24     Default of Tenant .....................................     24
     25     waiver ................................................     28
     26     Subordination .........................................     28
     27     Condemnation ..........................................     29
     28     Rules and Regulations .................................     30
     29     Right of Landlord to Cure Tenant's Default;
              Late Payments .......................................     30
     30     Holding Over ..........................................     31
     31     No Representations by Landlord ........................     31
     32     Brokers ...............................................     32
     33     Notices ...............................................     32
     34     Estoppel Certificates .................................     32
     35     Financing Requirements ................................     32
     36     Covenants of Landlord .................................     33
     37     Lien for Rent .........................................     33
     38     Successors and Assigns ................................     33
     39     Entire Agreement ......................................     34
     40     Applicable Law ........................................     34
     41     Limitation of Landlord's Liability ....................     34
     42     Waiver of Redemption ..................................     34
     43     No Option .............................................     34
     44     Attorney's Fees .......................................     34
     45     Partial Invalidity ....................................     35
</TABLE>




<PAGE>   3

<TABLE>
<S>         <C>                                                       <C>
     46     Pronouns ..............................................     35
     47     Parking ...............................................     35
     48     Costs Associated with Landlord's Approval .............     36
</TABLE>

  Exhibits

     A      Demised Premises
     A-1    Construction Specifications
     A      Work Letter
     C      Rules and Regulations
     D      Sample Rent Letter
     E      Cleaning and Char Service Specifications
     F      Legal Holidays


                                      (ii)

<PAGE>   4

                                 LEASE AGREEMENT

          THIS LEASE AGREEMENT ("Lease") is made as of the date set forth below,
by and between BELLEMEAD DEVELOPMENT CORPORATION ("Landlord") and SCHOENKE &
ASSOCIATES CORPORATION ("Tenant").

                                   WITNESSETH

     In consideration of the mutual agreements hereinafter set forth, the
parties do hereby mutually agree as follows:

     1. BASIC LEASE PROVISIONS. The following are certain lease provisions which
are part of, and, in certain instances, referred to in, subsequent provisions of
this Lease:

          (a)  Date of Lease: DEC 30 1996 

          (b)  Landlord: Bellemead Development Corporation, a Delaware
                         Corporation

          (c)  Tenant: Schoenke & Associates Corporation, a Maryland Corporation

          (d)  Demised Premises:    approximately 14,720 square feet of rentable
                                    area on the 4th floor(s) of the building
                                    located in the 270 Corporate Center
                                    ("Center") at 20250 Century Boulevard,
                                    Germantown, Maryland 20874 ("Building")

          (e)  Term: Ten (10) Years

          (f)  Estimated Commencement Date: March 1, 1997

          (g)  Use: General Office and Administrative

          (h)  Minimum Rent:        $242,880 per annum (14,720 square feet at
                                    $16.50 per square foot) $ 20.240 per month

          (i)  Tenant's Operating Expense Allowance:

               See Addendum Paragraph 6

          (j)  Tenant's Real Estate Tax Allowance:

               See Addendum Paragraph 7

          (k)  Tenant's Pro Rata Share: 13.78% (based on 106,754 rentable square
               feet in the Building) 

<PAGE>   5

          (l)  Deposits:   $ 100,000 security deposit (see Addendum paragraph 9
                           for provisions regarding partial release of security
                           deposit) 
                           $ 20,240 first month's Minimum Rent

          (m)  Deadline for Delivery of Tenant's Plans and Specifications:
               December 31, 1996

          (n)  Broker:     CB Commercial Real Estate Group 
                           6550 Rock Spring Drive, Suite 200 
                           Bethesda, MD 20817 
                           Attn: Brendan Cassidy

                           Penrose Corporate Advisory Services
                           15245 Shady Grove Road, Suite 390
                           Rockville, MD 20850
                           Attn: Larry E. Walker

                           Julien J. Studley, Inc.
                           8180 Greensboro Drive, Suite 750
                           McLean, VA 22102
                           Attn: Steve Hubberman

          (o)  Landlord's Address:           Bellemead Development Corporation
                                             20201 Century Boulevard
                                             Germantown, MD 20874

                                             with a copy to:

                                             Bellemead Development Corporation
                                             Four Becker Farm Road
                                             Roseland, NJ 07068
                                             Attn: Legal Department

                                             and an additional copy to
                                             Landlord's Agent:

                                             Bellemead Management Co., Inc.
                                             20251 Century Boulevard
                                             Germantown, MD 20874

          (p)  Tenant's Address:             20250 Century Boulevard
                                             Fourth Floor
                                             Germantown, MD 20874
                                             Attn: David C. Evans, Chief
                                             Operating and Financial
                                             Officer



                                       -2-
<PAGE>   6



               (q)  Parking:            Forty-four (44) Spaces
                                        (See paragraph 47 for further parking
                                        provisions)

     2. DEMISED PREMISES. Landlord does hereby lease to Tenant and Tenant does
hereby lease from Landlord, for the term and upon the conditions herein provided
the premises described in Paragraph 1(d) above and shown on the plan attached
hereto as Exhibit A (the "Demised Premises"). Landlord shall have the right at
its option to relocate Tenant and to substitute for the Demised Premises other
comparable space in the Building or Center containing at least as much rental
area as the original Demised Premises. Landlord shall have the right to notify
Tenant in writing at least sixty (60) days in advance of Landlord's intent to
relocate Tenant and to substitute for the Demised Premises other comparable
space in the Building or Center containing at least as much rental area as the
original Demised Premises. If Tenant is not willing to be relocated, Tenant
shall so notify Landlord within ten (10) days of Tenant's receipt of the initial
notification from Landlord. Landlord shall then have the option of either
requiring Tenant to relocate or allowing Tenant to remain in the original
Demised Premises. If Landlord elects to require Tenant to relocate, Landlord
shall notify Tenant in writing. Tenant shall have ten (10) days from receipt of
such notice to (a) accept such relocation or (b) terminate the Lease without any
penalty whatsoever. In the event Tenant elects to terminate the Lease, Tenant
shall have no less than one hundred fifty (150) days to vacate the Demised
Premises. If Tenant elects to terminate the Lease, Landlord shall have the
option of canceling the relocation by notifying the Tenant in writing within ten
(10) days of Landlord's receipt of Tenant's election to terminate, in which
event Tenant's election to terminate shall be null and void and the Lease shall
continue in full force and effect. In the event Tenant determines to accept such
relocation, Landlord shall relocate Tenant to other comparable space in the
Building or Center containing at least as much rental area as the original
Demised Premises. Such substituted premises shall have substantially the same
floor plan as the Demised Premises and shall be improved by Landlord at its
expense with decorations and improvements at least equal in quantity and quality
to those originally installed in the Demised Premises at Landlord's expense.
Landlord shall pay the Tenant's reasonable costs of moving including, but not
limited to, reasonable costs of reprinting stationery and other business
materials, installation of telecommunication equipment, computer cabling and
mechanical file systems and door lettering.

     3.   TERM.

          (a) This Lease shall be for the term ("Term") set forth in paragraph
1(e) above (or until such Term shall sooner cease ease




                                      -3-
<PAGE>   7

and expire as hereinafter provided) beginning on the Lease Commencement Date
(hereinafter defined) and ending at midnight on the last day of the Term;
provided, however, if the Lease Commencement Date is other than the first day of
a calendar month, the period between the Lease Commencement Date and the first
day of the next calendar month shall be added to the Term.

         (b) The parties intend that the Lease Commencement Date be on or about
the date set forth in Paragraph 1 (f) hereof (the "Estimated Commencement
Date"), but the Lease Commencement Date shall be fixed and ascertained as
hereinafter set forth. The Lease Commencement Date shall be the earlier of: (i)
the date upon which the Demised Premises shall be "substantially completed", as
defined in the Work Letter (attached as Exhibit B) or (ii) the date upon which
the Tenant shall take possession of all or any part of the Demised Premises for
the conduct of its business.

         (c) After the Lease Commencement Date, Landlord and Tenant, promptly
upon the request of either of them, will execute and deliver to each other an
agreement in recordable form setting forth the Lease Commencement and
Termination Dates.

         (d) If prior to the Lease Commencement Date, Tenant shall enter the
Demised Premises to make any installations of its equipment, fixtures and
furnishings, Landlord shall have no liability or obligation for the care or
preservation of Tenant's property, except for damage caused by Landlord's gross
negligence or willful misconduct.

         (e) Landlord agrees to provide access to Tenant's outside vendors and
installers of telephone equipment, computer cabling, kardex files and kitchen
appliances during the course of construction, to permit Tenant's installations
of such equipment. Notwithstanding, the parties agree that the failure of such
companies to complete the installation of equipment and to provide service on
the Lease Commencement Date shall not delay or defer the determination of the
Lease Commencement Date and the obligation of Tenant to pay rent therefrom,
unless such delay is caused solely by the Landlord, in which event the
obligation to pay rent shall be delayed one day for each day of delay caused
solely by Landlord; provided, however, that Landlord's, or its agents', actions
in connection with completion of the improvements to the Demised Premises shall
not be deemed to be a cause of delay.

         (f) Anything contained in this paragraph to the contrary
notwithstanding, if for any reason the Demised Premises are not ready for
occupancy on the Estimated Commencement Date, this Lease shall nevertheless
continue in full force and effect; the Lease Commencement Date shall be advanced
until the Demised Premises are "substantially completed"; and the termination
date




                                      -4-
<PAGE>   8

shall be adjusted to provide the full Term set forth above; provided, however,
that if the Demised Premises are not substantially completed by one year from
the Estimated Commencement Date, then Tenant shall have the option of
terminating this Lease by providing Landlord with written notice of its decision
to terminate the Lease within thirty (30) days of the first anniversary of the
Estimated Commencement Date.

         (g) In the event the Lease Commencement Date is postponed due to any
reason set forth in Paragraph D, subparagraphs 1 through 5, of the Work Letter,
or any other delay caused by Tenant, Tenant shall pay to Landlord as Additional
Rent, one day's rent computed in accordance with this Lease for each calendar
day of delay as liquidated damages.

         (h) In the event the Demised Premises are not substantially completed
by the Estimated Commencement Date, Landlord shall not be liable or responsible
for any claims, damages or liabilities by reason of such delay, nor shall the
obligations of Tenant hereunder be affected, except as specifically set forth
above.

     4. USE. Tenant will use and occupy the Demised Premises solely for the uses
set forth in Paragraph 1(g) above, in accordance with the certificate of
occupancy and the use permitted under applicable zoning regulations and for no
other purpose. Tenant will not use or occupy the Demised Premises for any
unlawful, disorderly, or hazardous purpose, and will not manufacture any
commodity or prepare or dispense any food or beverage therein, except for
Tenant's personal use in the Demised Premises. Tenant will comply with all
present and future laws, regulations and governmental requirements of any
governmental or public authority having jurisdiction over the Demised Premises.

     5. MINIMUM RENT.

        (a) Tenant covenants and agrees to pay to Landlord as rent for the 
Demised Premises the amount set forth in Paragraph 1(h) above ("Minimum Rent").
Minimum Rent shall be payable in advance on the first day of each calendar month
during the Term of this lease. Tenant shall also pay, as Additional Rent, all
such other sums of money as shall become due from and payable by Tenant to
Landlord under this Lease. Unless otherwise specified herein, Additional Rent
shall be paid by Tenant with the next instillment of Minimum Rent falling due.
Landlord shall have the same remedies for default for the payment of Additional
Rent as are available to Landlord in the case of a default in the payment of
Minimum Rent.

        (b) If the Lease Commencement Date occurs on a day other than on the
first day of a month, rent from the Lease Commencement Date until the first day
of the following month




                                      -5-
<PAGE>   9

shall be prorated at the rate of one-thirtieth (1/30) of the fixed monthly
rental for each such day, payable in advance on the Lease Commencement Date.

          (c) Tenant will pay said rent without demand, deduction, set-off or
counterclaim, by check to Landlord's Agent: Bellemead Management Co., at Four
Becker Farm Road, Roseland, NJ 07068 or to such other party or to such other
address as Landlord may designate from time to time by written notice to Tenant.
If Landlord shall at any time or times accept said rent after it shall become
due and payable, such acceptance shall not excuse delay upon subsequent
occasions, or constitute a waiver of any or all of Landlord's rights hereunder.

     6. COST OF LIVING ADJUSTMENTS TO RENT.

         On the first day of the second Lease Year, as hereinafter defined, and
on the first day of each subsequent Lease Year, Annual Rent then in effect shall
be increased by two and one-half percent (2.5%). "Lease Year" shall mean each
twelve month period running from the Lease Commencement Date, or the first day
of the first month following the Lease Commencement Date if the Lease
Commencement Date is other than the first day of a month.

     7. ADJUSTMENTS TO RENT.

         (a) Commencing with calendar year 1998 and continuing for each calendar
year thereafter throughout the term, including the calendar year in which this
Lease terminates, Tenant shall pay to Landlord as Additional Rent, (i) Tenant's
Pro Rata Share (as defined below) of the excess, if any, of the Operating
Expenses (hereinafter defined) for the Building for such calendar year over
Tenant's specified operating expense allowances set forth in Paragraph 1(i)
above and (ii) Tenant's Pro Rata Share of the excess, if any, of the Real Estate
Taxes (hereinafter defined) for such calendar year over Tenant's specified real
estate tax allowance set forth in Paragraph 1(j) above. Tenant's share of
increases in Operating Expenses for 1998 and for the last calendar year of the
term shall be adjusted by multiplying the Tenant's share for the full calendar
year by a fraction, numerator of which is the number of days during 1997 or the
last calendar year of the term, as applicable, during which the Lease had
commenced and was in effect, and the denominator of which is 365. Landlord and
Tenant hereby agree that Tenant's Pro Rata Share shall be the percentage set
forth in Paragraph 1(k) above ("Pro Rata Share"), which represents the ratio
that the area of the Demised Premises bears to the total rentable area of office
space contained in the Building.

         (b) The term "Operating Expenses" shall mean all of the costs and
expenses incurred in operating and maintaining the


                                      -6-
<PAGE>   10

Building, as determined by Landlord, including by way of illustration, but not
limitation: (i) rent taxes, (ii) gross receipts taxes (whether assessed against
the Landlord or assessed against the Tenant and collected by the Landlord, or
both; provided Operating Expenses shall not include any income taxes of
Landlord), (iii) water and sewer charges, (iv) insurance premiums, (v)
utilities, (vi) managements costs, fees and commissions, (vii) maintenance and
repair expenses, including salaries, wages and other personnel costs of
janitors, engineers, superintendents, watchmen and other Building employees,
(viii) supplies, (ix) costs and upkeep of all parking and common areas, and (x)
the costs of any additional services not provided to the Building at the Lease
Commencement Date but thereafter provided by Landlord in the prudent management
of the Building. Operating Expenses shall not include: (i) principal and
interest payments on any mortgages, deeds of trust or other financing
encumbrances, (ii) leasing commissions payable by Landlord, (iii) deductions for
depreciation of the Building, or (iv) those additional exclusions from Operating
Expenses set forth in Paragraph 8 of the Addendum. Operating expenses shall
include the yearly amortization of capital costs incurred by Landlord (i) for
improvements or structural repairs to the Building required to comply with any
changes in the laws, rules or regulations of any governmental authority having
jurisdiction, or (ii) for purposes of reducing operating expenses, which costs
shall be amortized over the useful life of such improvements or repairs as
reasonably estimated by Landlord. If the parking facilities for the Building
ever generate income for the Landlord, such income be applied to offset any
Operating Expenses attributable solely to the operation of the parking
facilities.

         (c) The term "Real Estate Taxes" shall include all taxes, general and
special, or ordinary or extraordinary, foreseen or unforeseen, assessed, levied
or imposed upon the Building or the land by any governmental authority or agency
(including W.S.S.C. connection and usage fees). Landlord shall have no
obligation to contest, object or litigate the levying or imposition of Real
Estate Taxes, and may settle, compromise, consent to, waive or otherwise
determine in its discretion any such taxes without consent of Tenant. Real
Estate Taxes which are being contested by Landlord shall be included for
purposes of computing Tenant's Pro Rata Share of increased Real Estate Taxes,
but if Tenant shall have paid any amount of Additional Rent pursuant to this
paragraph and Landlord shall thereafter receive a refund of any portion of any
Real Estate Taxes on which such payments shall have been based, Landlord shall
pay to Tenant its Pro Rata Share of such refund, less all costs involved in
obtaining said refund. If any taxes are separately assessed against Landlord or
the Building due to improvements, alterations, additions and substitutions
undertaken by or at the specific request of Tenant, Tenant shall be solely
responsible for the payment of such tax.





                                      -7-
<PAGE>   11

         (d) After the end of each calendar year during the Term, Landlord shall
determine the amount, if any, by which the Operating Expenses for the Building
and the Real Estate Taxes during the preceding calendar year exceeded the
allowances set forth in Paragraphs 1(i) and 1(j), respectively, above. Within
ninety (90) days after the close of each calendar year, Landlord shall provide
to Tenant a detailed written statement of this determination, including Tenant's
Pro Rata Share of increased Operating Expenses and Real Estate Taxes for the
ensuing calendar year ("Expense Statement"). Failure by Landlord to give such
Expense Statement by such date shall not constitute a waiver by Landlord of its
right to require an increase in rent. Upon receipt of the Expense Statement for
the preceding year, Tenant shall pay in full with the next monthly rent falling
due the total amount of increase due for the preceding year and the amount of
any such increase shall be used as an estimate for the ensuing year. Said
estimate shall be divided into twelve (12) equal monthly installments and shall
be payable by Tenant to Landlord concurrently with the regular monthly rent
payments for the balance of that calendar year and shall continue until the next
year's statement is rendered. If the next or any succeeding year results in a
greater increase in Operating Expenses or Real Estate Taxes, then upon receipt
of an Expense Statement from Landlord, Tenant shall pay a lump sum equal to its
Pro Rata Share of such total increase in Operating Expenses and Real Estate
Taxes over the base, less the total of the monthly installments of estimated
increases paid in the previous lease year for which comparison is then being
made to the base; and the estimated monthly installments to be paid for the next
year, following said year, shall be adjusted to reflect such increase. If in any
year Tenant's Pro Rata Share of increased Operating Expenses and/or Real Estate
Taxes be less than the preceding year, then upon receipt of Landlord's Expense
Statement, any other payment made by Tenant on the monthly installment basis
provided above shall be credited toward the next monthly rent falling due and
the estimated monthly installments of Operating Expenses and/or Real Estate
Taxes, as applicable, to be paid shall be adjusted to reflect such lower
Operating Expenses or Real Estate Taxes for the most recent comparison year.

         (e) Even though the Term has expired and Tenant has vacated the Demised
Premises, when the final determination is made of Tenant's Pro Rata Share of
increased Operating Expenses and Real Estate Taxes for the year in which the
Lease terminates, Tenant shall immediately pay any increase due over the
estimated expenses paid and conversely any overpayment made in the event said
expenses decrease shall be immediately rebated by Landlord to Tenant.

         (f) Each Expense Statement provided by Landlord pursuant to this
paragraph shall be conclusive and binding upon Tenant unless within ninety (90)
days after receipt of the





                                      -8-
<PAGE>   12

Expense Statement, Tenant shall notify Landlord that it disputes the correctness
of the Expense Statement, specifying the respects in which the Expense Statement
is claimed to be incorrect. Tenant, at its expense, shall then have the right to
audit Landlord's books and records relating to the Expense Statement. Pending
determination of the dispute, Tenant shall pay within ten (10) days from notice
any amounts due from Tenant in accordance with the Expense Statement, but such
payment shall be without prejudice to Tenant's position. Tenant shall notify
Landlord in writing of its intent to perform an audit within ninety said ninety
(90) day period. The audit shall be performed at Tenant's expense, during
regular business hours, at the office where Landlord maintains in Operating
Expense records, or, at Tenant's request and expense, Landlord will provide
Tenant with copies of such records. Landlord agrees to maintain all Operating
Expense records for the Building for a minimum of two (2) years. Any audit shall
be conducted by Tenant or by an independent accounting firm that is not
compensated by Tenant on a contingency fee basis. Notwithstanding anything to
the contrary provided herein, in the event the audit reveals a discrepancy of
more than seven percent (7%), Landlord shall reimburse Tenant for the reasonable
costs of the audit. In the event the audit discloses any overpayment by Tenant,
Landlord shall refund such overpayment to Tenant within thirty (30) days of
demand.

         (g) In the event that any statute, regulation, or proclamation having
the effect of law prevents an increase in the rent in accordance with any term
or provision of this Lease, the amount of the increase in the rent which would
have gone into effect but for the operation of such statute, regulation, or
proclamation will be accumulated. Said accumulated amount will be payable in
twelve equal monthly installments beginning immediately after such statute,
regulation, or proclamation ceases to prohibit such rental increases and will be
payable in addition to the then current Minimum Rent. If the Demised Premises
are still under Lease at the time that such statute, regulation or proclamation
ceases to prohibit such rental increases, then the current Rent shall be
immediately increased to the level where it would have been had no such statute,
regulation or proclamation ever been in effect.

         (h) Notwithstanding anything contained in this article, the rental
payment by Tenant shall in no event be less than the rent specified herein.

     8. DEPOSITS. Upon execution of this Lease, Tenant shall deposit with
Landlord the sum set forth in Paragraph 1(1) above as a deposit to be applied
against the first month's Minimum Rent. In addition, Tenant shall pay to
Landlord as a security deposit the sum set forth in Paragraph 1(1) above in
cash or in the form of a letter of credit. If the security deposit is in the
form of a letter of credit, the letter of credit shall be





                                      -9-
<PAGE>   13

irrevocable and unconditional, in standard form, and issued to Landlord for a
term expiring no earlier than thirty (30) days following the expiration of the
term of this Lease. In the event Tenant is unable to obtain a letter of credit
for such term, it may substitute a series of letters of credit, each having a
term of one year. Tenant shall deliver each replacement letter of credit to
Landlord not less than thirty (30) days prior to the end of each lease year.
Upon receipt of the replacement letter of credit, Landlord shall return the
previous letter of credit to Tenant (or the proceeds of the letter of credit
less draws permitted hereunder in the event of Tenant's default). Time is of the
essence as to this requirement and Tenant's failure to deliver the replacement
letter(s) of credit within the time frame set forth herein shall be deemed a
material Default. Such deposit (which, if in the form of cash, shall bear
interest to Tenant) shall be considered as security for the prompt payment and
performance by Tenant of all of Tenant's obligations under this Lease. Provided
there has not been a Default under this Lease, Landlord shall reduce the
security deposit and refund portions thereof to Tenant in accordance with the
schedule contained in Paragraph 9 of the Addendum. Upon expiration of the Term
hereof (or any renewal or extension thereof in accordance with this Lease),
Landlord shall (provided that Tenant is not in default under the terms hereof)
return and pay back such security deposit to Tenant, less such portion thereof
as Landlord shall have appropriated to make good any default by Tenant. In the
event of any Default (as defined hereafter) by Tenant hereunder, Landlord shall
have the right, but shall not be obligated, to draw upon the letter of credit
and apply all or any portion of the security deposit to cure such Default, in
which event Tenant shall be obligated to promptly deposit with Landlord the
amount necessary to restore the security deposit to its original amount. The use
application or retention of the security deposit, or any portion thereof, by
Landlord shall not prevent Landlord from exercising any other right or remedy
provided by this Lease or by law and shall not operate as a limitation on any
recovery to which Landlord may otherwise be entitled. In the event of the sale
or transfer of Landlord's interest in the Building, Landlord shall have the
right to transfer the security deposit to such purchaser or transferee, in which
event Tenant shall be entitled to look to the new Landlord for the return of the
security deposit and Landlord shall thereupon be released from all liability to
Tenant for the return of such security deposit. In the absence of evidence
satisfactory to Landlord of any permitted assignment of the right to receive the
security deposit, or the remaining balance thereof, Landlord may return the same
to the original Tenant, regardless of one or more assignments of Tenant's
interest in this Lease or the security deposit. In such event, upon the return
of the security deposit (or balance thereof) to the original Tenant, Landlord
shall be completely relieved of liability under this paragraph. The security
deposit shall not be mortgaged, assigned or encumbered in any manner whatsoever
by Tenant.





                                      -10-
<PAGE>   14


     9. ASSIGNMENT AND SUBLETTING.

         (a) Except as otherwise expressly provided to the contrary herein,
Tenant covenants not to assign or transfer this Lease or hypothecate or mortgage
the same or sublet the Demised Premises or any part thereof without the prior
written consent of Landlord, which consent shall not be unreasonably withheld
conditioned or delayed. Sales aggregating fifty percent (50%) or more of the
capital or voting stock of Tenant (if Tenant is a nonpublic corporation) or
transfers aggregating fifty percent (50%) or more of Tenant's partnership
interests or membership interests (if Tenant is a partnership or limited
liability company) shall be deemed to be an assignment of this Lease; provided
the merger or consolidation of Tenant with another entity where the surviving
entity has a net worth of at least equivalent to the greater of (a) the net
worth of Tenant as of the date hereof or (b) the net worth of Tenant immediately
prior to such merger or consolidation, shall not be deemed to be an assignment
of this Lease. Tenant shall also have the right to sublease all or a portion of
the Demised Premises to an affiliate of Tenant without the Landlord's prior
consent; provided Tenant provides Landlord with prior written notice of such
sublease, which notice shall include the form of the sublease. Such subletting
shall not relieve Tenant of any liability under the Lease. For the purposes of
this section, the term "affiliate" shall mean any entity which controls, is
controlled by or is under common control with Tenant. "Control" shall mean the
ownership of at least 51% of the voting stock.

         (b) Except as provided in subparagraph (a) above, if Tenant shall
desire to sublet all or any portion of the Demised Premises or assign this
Lease, it shall first submit in writing to Landlord:

               (i) the name(s) and address(es) of the proposed subtenant(s) or
          assignee(s), and so long as there shall be any vacant space in the
          Center, Tenant shall not sublet or assign to an existing tenant of
          premises in the Center;

               (ii) the terms and conditions of the proposed subletting or
          assignment, and so long as there shall be any vacant space in the
          Center, the rent for the assignee or subtenant shall not be less than
          the fair market rate then being charged for new leases for premises in
          the Center.

               (iii) the nature and character of the business of the proposed
          subtenant or assignee; and






                                      -11-
<PAGE>   15

               (iv) banking, financial and other credit information relating to
          the proposed subtenant or assignee reasonably sufficient to enable
          Landlord to determine the proposed subtenant's or assignee's financial
          responsibility.

         (c) Tenant shall, by notice in writing as described in subparagraph (b)
above, advise Landlord of its intention to sublease or assign from, on and after
a stated date (which shall not be less than forty-five (45) days after the date
of Tenant's notice) all or any part of the Demised Premises, in which event
Landlord shall have the right, to be exercised by giving written notice to
Tenant within twenty-five (25) days after receipt of Tenant's notice, to
recapture the space described in Tenant's notice. Such recapture notice shall,
if given, cancel and terminate this Lease with respect to the space therein
described as of the date stated in Tenant's notice. In the event less than all
of the Demised Premises are recaptured, Landlord shall be obligated to construct
and erect such partitioning as may be required to sever the portion of the
Demised Premises retained by Tenant from the portion of the Demised Premises
recaptured. Notwithstanding the foregoing, Landlord's recapture right shall not
apply to a sublease of less than 3,000 rentable square feet for less than the
remainder of the Term.

         If this Lease is canceled pursuant to the foregoing provision with
respect to less than the entire Demised Premises, the rent, Tenant's Pro Rata
Share pursuant to Paragraph 1(k) hereof and the parking spaces pursuant to
Paragraph 1(q) hereof shall be adjusted on the basis of the number of square
feet retained by Tenant in proportion to the number of square feet originally
demised under this Lease and this Lease, as so amended, shall continue
thereafter in full force and effect.

         In addition to the foregoing requirements, no sublease shall be made if
such sublease shall result in an occupancy of more than two (2) tenants,
including Tenant hereunder, or if the sublease shall be for a term of less than
two (2) years, unless the unexpired term of this Lease shall be less than two
(2) years.

         If Landlord does not elect to recapture the Demised Premises, Tenant
shall be free for a period of ninety (90) days thereafter to sublet such space
or to assign this Lease to such proposed subtenant(s) or assignee(s) if Landlord
shall consent thereto, which consent shall not be unreasonably withheld or
delayed, provided that such sublease or assignment shall be on the same terms
and conditions set forth in Tenant's notice provided for in subparagraph (b)
above.

         (d) In the event Landlord shall not elect to recapture the portion of
the Demised Premises which Tenant desires to
 





                                      -12-
<PAGE>   16

sublet, or if Tenant shall desire to assign this Lease and Landlord shall not
elect to recapture the Demised Premises, and Landlord shall consent to such
subletting or assignment, fifty percent (50%) of the sums or other economic
consideration received by Tenant as a result of such subletting or assignment,
whether denominated rental or otherwise under the sublease or assignment, which
exceed, in the aggregate, the total sums which Tenant is obligated to pay
Landlord under this Lease (prorated to reflect obligations allocable to that
portion of the Demised Premises subject to such sublease) shall be payable to
Landlord as Additional Rent under this Lease without affecting or reducing other
obligations of Tenant hereunder.

         (e) Any subletting or assignment hereunder shall not in any event
release or discharge Tenant hereunder of or from any liability, whether past,
present or future, under this Lease and Tenant shall continue fully liable
hereunder. The subtenant or assignee shall agree to assume, comply with and be
bound by all of the terms, covenants, conditions, provisions and agreements of
this Lease to the extent of the space sublet or assigned; and Tenant shall
deliver to Landlord promptly after execution, an executed copy of such sublease
or assignment and an agreement of assumption or compliance by such subtenant or
assignee.

     10. LANDLORD'S WORK. Annexed hereto as Exhibit "B" and made a part hereof
is Landlord's Work Letter (the "Work Letter"). Tenant agrees that it shall
provide to Landlord, on or before the date set forth in Paragraph 1(m) above,
the plans and specifications required by Landlord in accordance with the
provisions of the Work Letter and Landlord agrees that it shall construct the
Demised Premises in accordance with the Work Letter.

     11. MAINTENANCE BY TENANT. Tenant shall at its expense keep the Demised
Premises (including all improvements, fixtures and all other property contained
in the Demised Premises) in a neat and clean condition, and in good order and
repair, and will surrender the Demised Premises at the end of the Term in as
good order and condition as they were at the commencement of the Term, except
for reasonable wear and tear and casualties and damages for which Tenant is not
responsible hereunder. Tenant shall not commit or suffer to be committed any
waste upon the Demised Premises or any nuisance or other act or thing which may
disturb the quiet enjoyment of any other tenant in the Building or any person
outside the Building in contravention of such person's legal rights.

     12. ALTERATIONS. (a) The original improvement of the Demised Premises by
Landlord for Tenant shall be in accordance with Exhibit B attached hereto.
Tenant will not make or permit anyone to make any alterations, decorations,
additions or improvements, structural or otherwise, in or to the Demised
                                                       





                                      -13-
<PAGE>   17

Premises or the Building, without the prior written consent of Landlord, which
consent shall not be unreasonably withheld, conditioned or delayed; provided
Landlord's consent shall not be required for any alterations within the Demised
Premises which do not affect the Building's structural components or systems and
which are not visible from the outside of the Building. All alterations,
decorations, additions or improvements permitted by Landlord must conform to all
governmental and insurance rules and regulations established from time to time.
As a condition precedent to such written consent of Landlord, Tenant agrees to
obtain and deliver to Landlord written and unconditional waivers of mechanics'
and materialmens, liens upon the land and Building for all work, labor and
services to be performed, and material to be furnished, by them in connection
with such work, signed by all contractors, subcontractors, materialmen and
laborers to become involved in such work. If, notwithstanding the foregoing, any
mechanic's or materialmen's lien is filed against the Demised Premises, the
Building and/or the land, for work claimed to have been done for, or materials
claimed to have been furnished to, Tenant, such lien shall be discharged by
Tenant within ten (10) days thereafter, at Tenant's sole cost and expense, by
the payment thereof or by filing any bond required by law. If Tenant shall fail
to discharge any such mechanic's or materialmen's lien, Landlord may, at its
option, discharge the same and treat the cost thereof as Additional Rent payable
with the monthly installment of rent next becoming due; it being hereby
expressly covenanted and agreed that such discharge by Landlord shall not be
deemed to waive, or release the default of Tenant in not discharging the same.
It is further understood and agreed that in the event Landlord shall give its
written consent to Tenant's making any such alterations, decorations, additions
or improvements, such written consent shall not be deemed to be an agreement or
consent by Landlord to subject Landlord's interest in the Demised Premises, the
Building or the land to any mechanic's or materialmen's liens which may be filed
in respect of any such alterations, decorations, additions or improvements made
by or in behalf of Tenant.

         (b) Landlord reserves the right to (i) construct additional
improvements to the Building beyond those shown on the preliminary floor plans
and (ii) install and maintain pipes, ducts, conduits, wires and structural
elements located in the Demised Premises which serve other parts or other
tenants of the Building, provided that no such installation, construction or
alterations shall materially impair Tenant's use of the Demised Premises.

     13. TENANT'S AGREEMENT. Tenant further agrees that no sign, advertisement
or notice shall be inscribed, painted or affixed on any part of the outside or
inside of the Demised Premises or Building, except on the directories and doors
of offices, and then only in such size, color and style as the





                                      -14-
<PAGE>   18

Landlord shall approve; that the Landlord shall have the right to prohibit any
advertisement of any Tenant which in the Landlord's opinion tends to impair the
reputation of the Building or its desirability as a building for offices or for
financial, insurance or other institutions and businesses of like nature, and
upon written notice from the Landlord, Tenant shall refrain from and discontinue
such advertisement; that the Landlord shall have the right to prescribe the
weight, and method of installation and position of safes or other heavy fixtures
or equipment and Tenant shall not install in the Demised Premises any fixtures,
equipment or machinery that will place a load upon any floor exceeding the floor
load per square foot area which such floor was designed to carry; that all
damage done to the Building by taking in or removing a safe or any other article
of Tenant's office equipment, or due to its being in the Demised Premises, shall
be repaired at the expense of Tenant. No freight, furniture or other bulky
matter of any description shall be received into the Building or carried in the
elevators, except as approved by the Landlord. All moving of furniture, material
and equipment shall be under the direct control and supervision of the Landlord,
who shall, however, not be responsible for any damage to or charges for moving
same. Tenant agrees promptly to remove from the public area adjacent to said
Building any of Tenant's merchandise there delivered or deposited.

     14. ENTRY FOR REPAIRS AND INSPECTION. Tenant shall permit Landlord, or its
representative(s), to enter the Demised Premises at all reasonable times,
following reasonable notice under the circumstances, to examine, inspect and
protect the same, and to make such alterations and/or repairs as in the judgment
of Landlord may be deemed necessary, or to exhibit the same to prospective
tenants during the last six (6) months of the Term of this Lease. If, in an
emergency, it shall become necessary to make promptly any repairs or
replacements required to be made by Tenant, then Landlord may, at its option,
proceed forthwith to have such repairs or replacements made and to pay the cost
thereof for Tenant's account. Tenant shall reimburse Landlord for the cost of
such repairs or replacements on demand. There shall be no abatement of rent and
no liability by reason of any injury to or interference with Tenant's business
arising from the making of any repairs, alterations or improvements in or to
any portion of the Demised Premises, the Building or in or to fixtures.

     15. INSURANCE RATING. Tenant will not conduct or permit to be conducted any
activity or place any equipment in or about the Demised Premises, which will, in
any way, increase the rate of insurance premiums on the Building; and if any
increase in the rate of insurance is stated by any insurance company or by the
applicable Insurance Rating Bureau to be due to any activity or equipment in or
about the Demised Premises, such statement shall be conclusive evidence that the
increase in such rate is due to





                                      -15-
<PAGE>   19

such activity or equipment and, as a result thereof, Tenant shall be liable for
such increase and shall reimburse Landlord therefor, within ten (10) days of
receipt of written notice, and said sum shall be deemed to be Additional Rent.

     16. TENANT'S INSURANCE.

         (a) Coverage. Tenant shall obtain the issuance of, pay the premiums
therefor, and maintain in full force and effect during the Lease term the
following types of insurance:

               (1) Comprehensive Liability. A general comprehensive liability
insurance policy or policies naming Landlord and any mortgagee or ground lessor
of the Building as additional insureds, protecting the Landlord in the amount of
Five Hundred Thousand and No/100 Dollars ($500,000.00) for injuries to or death
of one person, and in the amount of One Million and No/100 Dollars
($1,000,000.00) for injuries or deaths arising out of one accident, and in the
amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) for property
damage, which amounts may be increased from time to time by the Landlord in its
reasonable determination.

               (2) All-Risk Property. All-risk property insurance, naming
Landlord and any mortgagee of the Building as additional insureds and loss
payees, written at replacement cost value and with replacement cost endorsement,
covering all of Tenant's personal property in the Demised Premises (including,
without limitation, inventory, trade fixtures, floor coverings, furniture and
other property removable by Tenant under the provisions of this Lease) and all
leasehold improvements installed in the Demised Premises. Any and all proceeds
of such insurance, so long as this Lease shall remain in effect, shall be used
only to repair or replace the items so insured.

               (3) Worker's Compensation. If and to the extent required by law,
worker's compensation or similar insurance in form and amounts required by law.

         (b) Policy Requirements. All insurance polices required to be procured
by Tenant under this Lease (1) shall be issued by responsible insurance
companies licensed to do business in the jurisdiction in which the Building is
located and shall have such form and content as shall be approved by Landlord
(which approval shall not be unreasonably withheld if such insurance companies
and policies have been approved by the holder of the first deed of trust on the
Building); (ii) shall be written as primary policy coverage and not contributing
with or in excess of any coverage which Landlord may carry; and (iii) shall
contain an express waiver of any right of subrogation by the insurance company
against Landlord, its agents and employees with respect to each and every one of
the insurance polices
   





                                      -16-
<PAGE>   20

required to be procured by Tenant under this paragraph, on or before the Lease
Commencement Date, and at least thirty (30) days before the expiration of the
expiring policies previously furnished, Tenant shall deliver to Landlord
certified copies of, or duplicate originals of, each such policy or renewal
thereof, as the case may be, together with evidence of payment of all applicable
premiums. Any insurance required to be carried hereunder may be carried under a
blanket policy covering the Demised Premises and other locations of Tenant, and
if Tenant includes the Demised Premises in such blanket coverage, Tenant shall
deliver to Landlord a duplicate original or certified copy of each such
insurance policy or such other evidence that may be satisfactory to Landlord and
the holder of any first deed of trust on the Building. Each and every insurance
policy required to be carried hereunder by or on behalf of Tenant shall provide
that such insurance policy shall not be canceled unless Landlord shall have
received fifteen (15) days' prior written notice of cancellation.

         (c) Landlord's Right to Maintain Coverage. In the event Tenant shall
fail to provide such insurance, or shall fail to pay the premiums when due,
Landlord shall have the right to cause such insurance to be issued and to pay
the premiums therefor, or any premiums in default, and to collect same as
Additional Rent together with interest on the amount of such premiums from the
date of payment by Landlord until the date of repayment by Tenant at the rate of
twelve percent (12%) per annum or the highest legal rate, whichever is lower.

         (d) No Limitation. Except for the express mutual waiver of the rights
of subrogation, neither the issuance of any insurance policy required under this
Lease nor the minimum limits specified herein shall be deemed to limit or
restrict in any way Tenant's liability arising under or out of this Lease.

         (e) Compliance With Insurance Requirements. Tenant shall comply with
all requirements of Landlord's and Tenant's insurance carriers and shall not do
or permit to be done any act or thing upon the Demised Premises that will
invalidate or be in conflict with fire insurance policies covering the Building
or any part thereof, fixtures and property in the Building or the Demised
Premises or any other insurance policies or coverage referred to in this
paragraph, and shall comply with all rules, orders, regulations or requirements
of the Board of Fire Underwriters having jurisdiction, or any other similar body
in the case of such fire insurance policies, and the applicable insurance rating
bureau or similar body in the case of all other such insurance policies.

     17. TENANT EQUIPMENT. Maintenance and repair of equipment such as kitchen
fixtures, separate air conditioning equipment, or any other type of special
equipment, whether installed by Tenant


                                      -17-
<PAGE>   21

or by Landlord on behalf of Tenant, shall be the sole responsibility of Tenant
and Landlord shall have no obligation in connection therewith; provided Landlord
agrees to assign to Tenant, to the extent assignable, any warranties it has
received on any such equipment.

     18. UTILITIES AND SERVICES. The Landlord shall furnish electric current
required for lighting purposes and the operation of ordinary office equipment
("Normal Office Use") by Tenant in accordance with Paragraph B of the Work
Letter, which usage shall be measured and computed by Landlord's check meter,
water, lavatory supplies, and automatically operated elevator service during
normal business hours, and normal and usual cleaning and char service in
accordance with the Cleaning and Char Specifications attached hereto as Exhibit
E after business hours; the Landlord further agrees to furnish heat, ventilation
and air conditioning during the appropriate seasons of the year, on Monday
through Friday during the hours of 8:00 a.m. through 6:00 p.m. (exclusive of
legal holidays, as set forth on Exhibit F attached hereto and incorporated
herein by reference ("Legal Holidays")), provided, however, that Landlord shall
not be liable for failure to furnish, or for suspension or delays in furnishing,
any of such services caused by breakdown, maintenance or repair work or strike,
riot, civil commotion, or any cause or reason whatever beyond the control of the
Landlord. 

Notwithstanding the foregoing, in the event Tenant is unable to operate from any
portion of the Demised Premises for a period in excess of four (4) consecutive
business days as a result of electricity, heating or air conditioning not being
furnished to the Demised Premises resulting from Landlord's negligence or
wrongful acts or as a result of burst, stopped or leaking water, gas, sewer or
steam pipes resulting from Landlord's negligence or wrongful acts and Tenant
shall vacate such portion of the Demised Premises as a result thereof, then the
rental and all other additional charges provided for herein shall abate with
respect to such portion of the Demised Premises (on a pro rata basis) from which
Tenant cannot reasonably operate and vacates from the expiration of such four
(4) consecutive business day period until Tenant can reasonably operate from
such portion of the Demised Premises. Tenant shall only be entitled to such
abatement during such period the Tenant does in fact vacate such portions of the
Demised Premises. Such abatement of rental shall be Tenant's exclusive remedy
for such negligence or wrongful acts of Landlord. In the event Tenant shall
require electric current in excess of that required for Normal Office Use or
during hours other than those set forth above, and Tenant's electrical usage
exceeds 4.5 watts per usable square foot or the cost of such electrical usage
exceeds Tenant's electric allowance set forth in Paragraph 1(i) above, Tenant
shall pay the cost thereof to Landlord on demand. In the event Tenant shall
require heat, ventilation and air-conditioning ("HVAC") in excess of that
required for Normal Office Use or during hours when HVAC is not
  


                                      -18-
<PAGE>   22

otherwise furnished by Landlord, Tenant shall first procure the written consent
of Landlord, which consent shall not be unreasonably withheld, and Tenant shall
pay the cost thereof, including a reasonable factor for equipment depreciation
and all costs, if any, associated with the installation of meters to measure
cooling energy. Tenant shall notify Landlord in writing at least twenty-four
(24) hours prior to the time it requires additional HVAC. In the event Tenant
shall require water in excess of that usually furnished for the use of the
Demised Premises as general office space (due to the installation or use of
private lavatory and/or shower facilities, or otherwise), Tenant shall first
procure the written consent of Landlord, which Landlord may refuse. Landlord may
condition its consent upon the installation of a separate water meter to measure
the amount of water consumed upon the Demised Premises. The cost of any such
meters and of installation, maintenance and repair thereof shall be paid for by
the Tenant. The Tenant shall execute any and all applications for service or
forms required by WSSC and shall pay Landlord promptly upon demand therefor by
Landlord for all water consumed as shown by said meter, at the rates charged for
such service by WSSC, plus any additional charges imposed by WSSC.

     19. INDEMNITY. Tenant shall indemnify Landlord and its agents and employees
and save it harmless from and against any and all claims, actions, damages,
liabilities and expense in connection with loss of life, personal injury and/or
damage to property arising from or out of any occurrence in, upon or at the
Demised Premises and/or the Building and grounds, or the occupancy or use by
Tenant of the Demised Premises or any part thereof, occasioned by any negligent
act or omission of the Tenant, its agents, contractors, employees, servants,
permitted subtenants, invitees or licensees, or resulting from any Default,
breach, violation or nonperformance of this Lease by Tenant. In the event that
Landlord or its agents and employees shall, without fault on its part, be made a
party to any litigation commenced by or against Tenant, then Tenant shall
protect and hold Landlord harmless and shall pay all costs, expenses and
reasonable attorney's fees incurred or paid in connection with such litigation.
Tenant shall pay, satisfy and discharge any and all judgments, orders and
decrees which may be recovered against Landlord in connection with the
foregoing.

     20. DAMAGE TO DEMISED PREMISES. All injury to the Demised Premises or the
Building caused by moving the property of Tenant into, in or out of, the said
Building and all breakage done by Tenant or the agents, servants, employees and
visitors of Tenant, shall be repaired by Tenant at the expense of the Tenant. In
the




                                      -19-
<PAGE>   23

event that the Tenant shall fail to do so, following written notice of such
damage from Landlord to Tenant, then the Landlord shall have the right to make
such necessary repairs, alterations and replacements (structural, nonstructural
or otherwise) and any reasonable charge or cost so incurred by the Landlord
shall be paid by Tenant with the right on the part of the Landlord to elect in
its discretion, to regard the same as Additional Rent, in which event such cost
or charge shall become Additional Rent payable with the installment of rent next
becoming due or thereafter falling due under the terms of this Lease. This
provision shall be construed as an additional remedy granted to the Landlord and
not in limitation of any other rights and remedies which the Landlord has or may
have in said circumstances.

     21. DAMAGE TO PERSONAL PROPERTY AND PERSON. All property of Tenant, its
agents or invitees, or of any other person, in or on the Demised Premises or the
Building, shall be and remain at the sole risk of Tenant or such agent, invitee
or person. Landlord shall not be liable for any damage to or theft or loss of
such property, whether or not caused by the act or omission of any person, or by
the bursting, leaking or overflowing of water, sewer, steam or sprinkler pipes,
heating or plumbing fixtures, air conditioning or heating failure, gas, noxious
odors or noise, or any other act or thing, except to the extent of the
negligence or willful misconduct of the Landlord, its agents or employees.
Landlord shall not under any circumstances be liable for the interruption of or
any loss to Tenant's business that may result from any of the acts or causes
described above. Landlord shall not be liable for any personal injury to Tenant,
its agents or invitees, or to any other person, arising from the use or
occupancy or condition of the Demised Premises or the Building other than
liability for personal injuries resulting directly from the negligence or
willful misconduct of Landlord, its agents or employees.

     22. DESTRUCTION, FIRE AND OTHER CASUALTY. (a) If the Demised Premises or
any part thereof shall be damaged by fire or other casualty, Tenant shall give
immediate notice thereof to Landlord and this Lease shall continue in full force
and effect except as hereinafter set forth.

         (b) If the Demised Premises are partially damaged or rendered partially
unusable by fire or other casualty, the damages thereto shall be repaired by and
at the expense of Landlord and the rent, until such repair shall be
substantially completed, shall be apportioned from the day following the
casualty according to the part of the Demised Premises which is usable.

         (c) If the Demised Premises are totally damaged or rendered wholly
unusable by fire or other casualty, then the rent





                                      -20-
<PAGE>   24

shall be proportionately paid up to the time of the casualty and thenceforth
shall cease until the date when the Demised Premises shall have been repaired
and restored by Landlord, subject to Landlord's right to elect not to restore
the same as hereinafter provided.

         (d) If the Demised Premises are rendered wholly un-usable or (whether
or not the Demised Premises are damaged in whole or in part) if the Building
shall be so damaged that Landlord shall decide to demolish it or to not rebuild
it, then, in any of such events, Landlord may elect to terminate this Lease by
written notice to Tenant given within ninety (90) days after such fire or
casualty in which event this Lease shall expire as of the date of casualty as
fully and completely as if such date were the date set forth above for the
termination of this Lease and Tenant shall forthwith quit, surrender and vacate
the premises without prejudice, however, to Landlord's rights and remedies
against Tenant under the Lease provisions in effect prior to such termination,
and any rent owing shall be paid up to such date and any payments of rent made
by Tenant which were on account of any period subsequent to such date shall be
returned to Tenant. Unless Landlord shall serve a termination notice as provided
for herein, Landlord shall make the repairs and restorations under the
conditions of (b) and (c) hereof, with all reasonable expedition subject to
delays due to adjustment of insurance claims, labor troubles and causes beyond
Landlord's control. In the event the Demised Premises, a substantial portion
thereof, or the Building is damaged by fire and other casualty to the extent
that Tenant's use of the Demised Premises is materially interfered with, and
such damage (a) is not due to the negligence or willful misconduct of Tenant,
its agents or employees; and (b) such damage is not repaired within one hundred
eighty (180) days of the first insurance inspection of the Demised Premises or
Building, then Tenant shall have the right to terminate the Lease provided
Tenant notifies Landlord of its intent to so terminate within thirty (30) days
of the expiration of said one hundred eighty (180) day period.

         (e) Nothing contained hereinabove shall relieve Tenant from liability
that may exist as a result of damage from fire or casualty. Notwithstanding the
foregoing, each party shall look first to any insurance in its favor before
making any claim against the other party for recovery for loss or damage
resulting from fire or other casualty, and to the extent that such insurance is
in force and collectible and to the extent permitted by law, Landlord and Tenant
each hereby releases and waives all right to recovery against the other or any
one claiming through or under each of them by way of subrogation or otherwise.
The foregoing release and waiver shall be in force only if both releasors'
insurance policies contain a clause providing that such a release or waiver
shall not invalidate the insurance and also, provided that such a policy can be
obtained without
                                                        





                                      -21-
<PAGE>   25

additional premiums. Tenant acknowledges that Landlord will not carry insurance
on Tenant's furniture and/or furnishings or any fixtures or equipment,
improvements, or appurtenances removable by Tenant and agrees that Landlord will
not be obligated to repair any damage thereto or replace the same. Any
differences or disputes between Landlord and Tenant in respect to any matters in
this paragraph shall be summarily determined by submitting the same to the
American Arbitration Association in Washington, D.C. Both parties shall
cooperate in expediting the hearing.

     23. BANKRUPTCY OR INSOLVENCY.

         (a) Conditions to the Assumption and Assignment of the Lease under
Chapter 7 of the Bankruptcy Code. In the event that Tenant shall file a Petition
for Relief pursuant to Title 7 Sections 101 et seq., or an order for Relief is
entered against Tenant, under Chapter 7 of the Bankruptcy Code, and the trustee
of Tenant shall elect to assume this Lease for the purpose of assigning the
same, such election and/or assignment may only be made if all of the terms and
conditions of subsections (b) and (d) hereof are satisfied. If such trustee
shall fail to elect to assume this Lease for the purpose of assigning the same
within sixty (60) days after such trustee shall have been appointed, this Lease
shall be deemed to have been rejected. Landlord shall be thereupon immediately
entitled to possession of the Demised Premises without further obligation to
Tenant or trustee, and this Lease shall be canceled, but Landlord's right to be
compensated for damages in such bankruptcy proceeding shall survive.

         (b) Conditions to the Assumption of the Lease in Bankruptcy
Proceedings. In the event that Tenant files a Petition for Reorganization under
Chapter 11 or 13 of the Bankruptcy Code or a proceeding filed by or against
Tenant under any other Chapter of the Bankruptcy Code is converted to a Chapter
11 or 13 proceeding and the trustee of Tenant, or Tenant as a
debtor-in-possession, fails to assume this Lease within sixty (60) days from the
date of filing of the Petition or such conversion, the trustee or
debtor-in-possession shall be deemed to have rejected this Lease. No election to
assume this Lease shall be effective unless in writing and addressed to Landlord
and unless, in Landlord's business judgment, all of the following conditions,
which Landlord and Tenant acknowledge to be commercially reasonable, have been
satisfied:

               (i) The trustee or debtor-in-possession has cured or has provided
Landlord adequate assurance (as defined hereunder) that (a) within ten (10) days
from the date of such assumption the trustee will cure all monetary defaults
under this Lease; and (b) within thirty (30) days from the date of such
assumption the trustee will cure all nonmonetary defaults under this Lease.
    




                                      -22-
<PAGE>   26

               (ii) The trustee or debtor-in-possess ion has compensated, or has
provided to Landlord adequate assurance (as defined hereunder) that within ten
(10) days from the date of assumption Landlord will be compensated for any
pecuniary loss incurred by Landlord arising from the default of Tenant, the
trustee, or the debtor-in-possession as recited in Landlord's written statement
of pecuniary loss sent to the trustee or debtor-in-possession.

               (iii) The trustee or the debtor-in-possession has provided 
Landlord with adequate assurance of the future performance of each of Tenant's
obligations under the Lease; provided, however, that:

                    (A) The trustee or debtor-in-possess ion shall also deposit
with Landlord, as security for the timely payment of rent, an amount equal to
three (3) months' rent and other monetary charges accruing under this Lease; and

                    (B) The obligations imposed upon the trustee or
debtor-in-possession shall continue with respect to Tenant after the completion
of bankruptcy proceedings.

               (iv) Landlord has determined that the assumption of the Lease
will not breach any provision in any other lease, mortgage, financing agreement
or other agreement by which Landlord is bound relating to the Demised Premises.

For purposes of this section, adequate assurance shall mean: (i) Landlord shall
determine that the trustee or debtor-in-possession has and will continue to have
sufficient unencumbered assets after the payment of all secured obligations and
administrative expenses to assure Landlord that the trustee or
debtor-in-possession will have sufficient funds to fulfill the obligations of
Tenant under this Lease; and (ii) an order shall have been entered segregating
sufficient cash payable to Landlord and/or there shall have been granted a valid
and perfected first lien and security interest in the property of Tenant,
trustee or debtor-in-possession, acceptable as to value and kind to Landlord, to
secure to Landlord the obligation of the trustee or debtor-in-possession to cure
the monetary and/or nonmonetary defaults under this Lease within the time
periods set forth above.

         (c) Landlord's Option to Terminate Upon Subsequent Bankruptcy of
Tenant. In the event that this Lease is assumed by a trustee appointed for
Tenant or by Tenant as debtor-in-possession under the provisions of subsection
(b) hereof and, thereafter, Tenant is either adjudicated a bankrupt or files a
subsequent Petition for Reorganization under Chapter 11 of the Bankruptcy Code,
then in such event Landlord may, at its option, terminate this Lease and all
rights of Tenant hereunder, by
   






                                      -23-
<PAGE>   27

giving written notice of its election to so terminate.

         (d) Conditions to the Assignment of the Lease in Bankruptcy
Proceedings. If the trustee or debtor-in-possession has assumed the Lease
pursuant to the terms and provisions of subsections (a) or (b) herein, for the
purpose of assigning (or elects to assign) Tenant's interest under this Lease or
the estate created thereby, to any other person, such interest or estate may be
so assigned only if Landlord shall acknowledge in writing that the intended
assignee has provided adequate assurance as defined in this subsection (d) of
future performance of all of the terms, covenants and conditions of this Lease
to be performed by Tenant. For purposes of this subsection, adequate assurance
of future performance shall mean that Landlord shall have ascertained that each
of the following conditions have been satisfied:

               (i) The assignee has submitted a current financial statement
audited by a Certified Public Accountant which shows a net worth and working
capital in amounts determined to be sufficient by Landlord to assure the future
performance by such assignee of Tenant's obligations under this Lease;

               (ii) If requested by Landlord, the assignee shall have obtained
guarantees in form and substance satisfactory to Landlord from one or more
persons who satisfy Landlord's standard of creditworthiness; and

               (iii) Landlord has obtained all consents or waivers from any
third party required under any lease, mortgage, financing arrangement or other
agreement by which Landlord is bound to enable Landlord to permit such
assignment.

         (e) Use and Occupancy Charges. When, pursuant to the Bankruptcy Code,
the trustee or debtor-in-possession shall be obligated to pay reasonable use and
occupancy charges for the use of the Demised Premises or any portion thereof,
such charges shall not be less than the Minimum Rent as defined in this Lease
and other monetary obligations of Tenant for the payment of operating expenses,
real estate taxes, insurance and similar charges.

     24. DEFAULT OF TENANT.

         (a) Default of Tenant. The following events shall be a default
("Default") of Tenant under this Lease:

               (1) Failure of Tenant to make any payment of Minimum Rent within
five (5) days of the date due;

               (2) Failure of Tenant to make any payment of Additional Rent
hereunder within five (5) days of the date due;


                                      -24-
<PAGE>   28

               (3) Failure of Tenant to perform or comply with any provision of
this Lease to be performed or complied with by Tenant, other than provisions for
the payment of Minimum Rent or Additional Rent, where such failure shall
continue for a period of thirty (30) days after written notice thereof by
Landlord to Tenant; provided that in the event such default cannot be cured
within said thirty (30) day period, then the cure period shall be extended for
up to an additional thirty (30) days, provided Tenant has commenced to cure the
default within the original thirty (30) day period and continues to pursue such
cure diligently;

               (4) The taking of this Lease or the Demised 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.

               (5) If Tenant fails to take possession of at least fifty percent
(50%) of the Demised Premises within a reasonable period of time after the Lease
Commencement Date or vacates or abandons the Demised Premises prior to the
normal expiration of the term; provided Landlord's only remedy in the event of a
Default solely under this subparagraph 5, shall be, at Landlord's option, to
take back the Demised Premises and terminate this Lease.

               (6) The involvement of Tenant, or any guarantor of Tenant's
obligations hereunder, in financial difficulties as evidenced by (a) its
admitting in writing its inability to pay its debts generally as they become
due, or (b) its filing a petition in bankruptcy or for reorganization or for the
adoption of an arrangement under the Bankruptcy Code (as now existing or in the
future amended), or an answer or other pleading admitting the material
allegations of such a petition or seeking, consenting to or acquiescing in the
relief provided for under such Code, or (c) its making an assignment of all or a
substantial part of its property for the benefit of its creditors, or (d) its
seeking or consenting to or acquiescing in the appointment of a receiver or
trustee for all or a substantial part of its property or of the Demised
Premises, or (e) its being adjudicated a bankrupt or insolvent, or (f) the entry
of a court order without its consent, which order shall not be vacated, set
aside or stayed within ninety (90) days from the date of entry, appointing a
receiver or trustee for all or a substantial part of its property or approving a
petition filed against it for the effecting of an arrangement in bankruptcy or
for a reorganization pursuant to the Bankruptcy Code or for any other judicial
modification or alteration of the rights of creditors. The provisions of this
paragraph shall apply notwithstanding the payment by Tenant of a security
deposit under paragraph 7 and/or
  





                                      -25-
<PAGE>   29

the continued willingness and ability of Tenant to pay rent and otherwise
perform hereunder. The receipt by Landlord of payments of rent, as such,
accruing subsequent to the time of Tenant's Default under this paragraph and
before Landlord has actual notice of the occurrence of an event of Default under
this paragraph shall not be deemed a waiver by Landlord of the provisions of
this paragraph.

         (b) Remedies Upon Default. Upon the occurrence of a Default, Landlord
shall have the right, at its election, then or at any time thereafter either:

               (1) To give Tenant written notice of Landlord's intent to
terminate this Lease on the date of the notice or on any later date specified in
the notice, and on such date Tenant's right to possession of the Demised
Premises shall cease and this Lease shall thereupon be terminated; or

               (2) Without demand or notice, to reenter and take possession of
all or any part of the Demised Premises, and expel Tenant and those claiming
through Tenant, and remove the property of Tenant and any other person, either
by summary proceedings or by action at law or in equity or otherwise, without
being deemed guilty of trespass and without prejudice to any remedies for
nonpayment or late payment of rent or breach of covenant. If Landlord elects to
reenter under this subsection, Landlord may terminate this Lease, or, from time
to time, without terminating this Lease, may relet all or any part of the
Demised Premises as agent for Tenant for such term or terms and at such rental
and upon such other terms and conditions as Landlord may deem advisable, with
the right to make alterations and repairs to the Demised Premises. No such
reentry or taking of possession of the Demised 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 subparagraph (b) (1)
above, or unless the termination be decreed by a court of competent jurisdiction
at the instance of Landlord.

         (c) Liability of Tenant. If Landlord terminates this Lease pursuant to
subparagraph (b) above, Tenant shall remain liable (in addition to accrued
liabilities) for (1) adjusted Minimum Rent, Additional Rent and any other sums
provided for in this Lease until the date this Lease would have expired had such
termination not occurred, and any and all expenses (including attorney's fees,
disbursements and brokerage fees) incurred by Landlord in reentering and
repossessing the Demised Premises, in making good any Default of Tenant, in
painting, altering, repairing or dividing the Demised Premises, in protecting
and preserving the Demised Premises by use of watchmen and caretakers, and in
reletting the Demised Premises, and any and all expenses which Landlord may
incur during the occupancy of any new tenant; less (2) the net proceeds of any
reletting prior to





                                      -26-
<PAGE>   30

the date this Lease would have expired if it had not been terminated. Tenant
agrees to pay to Landlord the difference between items (1) and (2) above for
each month during the term, at the end of each such month. Any suit brought by
Landlord to enforce collection of such difference for any one month shall not
prejudice Landlord's right to enforce the collection of any difference for any
subsequent month. In addition to the foregoing, and without regard to whether
this Lease has been terminated, Tenant shall pay to Landlord all costs incurred
by Landlord, including reasonable attorney's fees, with respect to any lawsuit
or action instituted or taken by Landlord to enforce the provisions of this
Lease. Tenant's liability shall survive the institution of summary proceedings
and the issuance of any writ of restitution thereunder. Landlord agrees to use
commercially reasonable efforts to mitigate its damages; provided Landlord shall
not be required to relet the Demised Premises prior to leasing any other space
in the Center.

         (d) Liquidated Damages. If Landlord terminates this Lease pursuant to
this Paragraph 24, 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 Paragraph 24(c) the rent and all
other charges 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, minus the
fair rental value negotiated in good faith and at arm's length, of the Demised
Premises for the same period, which amount shall be discounted at eight percent
(8%) per annum. If the Demised Premises shall have been relet for all or part of
the remaining balance of the Term by Landlord after a Default but before
presentation of proof of such liquidated damages, the amount of rent reserved
upon such reletting shall be deemed the fair rental value of the Demised
Premises for purposes of the foregoing determination of liquidated damages. 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 demand.

         (e) Waiver. Tenant, on its own behalf and on behalf of all persons
claiming through Tenant, including all creditors, does hereby waive any and all
rights and privileges, so far as is permitted by law, which Tenant and all such
persons might otherwise have under any present or future law (1) to the service
of any notice of intention to reenter which may otherwise be required to be
given, (2) to redeem the Demised Premises, (3) to reenter or repossess the
Demised Premises, or (4) to restore the operation of this Lease, with respect to
any dispossession of Tenant by judgment or warrant of any court, whether such
dispossession, reentry, expiration or termination be by operation of law or
pursuant to the provisions of this Lease.





                                      -27-
<PAGE>   31

         (f) Right to Enjoin, Etc. In the event of any breach or threatened
breach by Tenant or any person(s) claiming through Tenant of any of the
provisions contained in this Lease, Landlord shall be entitled to enjoin such
breach or threatened breach and shall have the right to invoke any right or
remedy allowed at law or otherwise as if reentry, summary proceedings or other
specific remedies were not provided for in this Lease.

         (g) Right of Distress. Landlord shall, to the extent permitted by law,
and subject to the prior rights of secured creditors, have (in addition to all
other rights) a right of distress for rent and a lien on all Tenant's personal
property as security for all adjusted Minimum Rent, Additional Rent and any
other sums payable under this Lease.

         (h) Remedies Cumulative. All rights and remedies of Landlord under this
Lease shall be cumulative and shall not be exclusive of any other rights and
remedies provided to Landlord now or hereafter existing under law.

     25. WAIVER. If under the provisions hereof Landlord shall institute
proceedings and a compromise or settlement thereof shall be made, the same shall
not constitute a waiver of any covenant herein contained nor of any of
Landlord's rights hereunder. No waiver by Landlord of any breach of any
covenant, condition or agreement herein contained shall operate as a waiver of
such covenant, condition or agreement itself, or of any subsequent breach
thereof. No payment by Tenant or receipt by Landlord of a lesser amount than the
monthly installments of rent herein stipulated shall be deemed to be other than
on account of the earliest stipulated rent, nor shall any endorsement or
statement on any check or letter accompanying a check for payment of rent be
deemed an accord and satisfaction and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance of such rent or to
pursue any other remedy provided in this Lease. No reentry by Landlord, and no
acceptance by Landlord of keys from Tenant, shall be considered an acceptance
of a surrender of the Lease.

     26. SUBORDINATION. This Lease is subject and subordinate to all ground or
underlying leases and to all mortgages and/or deeds of trust which may now or
hereafter affect such leases or the real property of which the Demised Premises
are a part, and to all renewals, modifications, consolidations, replacements and
extensions thereof. This clause shall be self-operative and no further
instrument of subordination shall be required by any mortgagee or trustee. In
confirmation of such subordination, Tenant shall execute promptly any
certificate that the Landlord or the party secured by any deed of trust, or any
successor in interest may request. Tenant hereby constitutes and appoints
Landlord the Tenant's attorney-in-fact to execute any such certificate or
certificates for and on behalf of the Tenant.



                                      -28-
<PAGE>   32

Provided, however, that notwithstanding the foregoing, the party secured by
any such deed of trust shall have the right to recognize this Lease and, in the
event of any foreclosure sale under such deed of trust, this Lease shall
continue in full force and effect at the option of the party secured by such
deed of trust or the purchaser under any such foreclosure sale; and the Tenant
covenants and agrees that it will, at the written request of the party secured
by any such deed of trust, execute, acknowledge and deliver any instrument that
has for its purpose and effect the subordination of said deed of trust to the
lien of this Lease; provided, however, that the party secured by such deed of
trust and any successor in interest shall not be bound by any payment in rent in
advance for more than thirty (30) days or by any amendment or modification of
this Lease made subsequent to the date of recordation of such deed of trust
without the consent of the party secured by such deed of trust or such successor
in interest. Landlord represents that the Building is currently not encumbered
by a mortgage. Landlord agrees to use reasonable efforts to obtain a
non-disturbance agreement from any future mortgage, provided Tenant shall pay
any costs charged by the mortgagee for such non-disturbance agreement. At the
option of any landlord under any ground or underlying lease to which the Lease
is now or may hereafter become subject or subordinate, Tenant agrees that
neither the cancellation nor termination of such ground or underlying lease
shall by operation of law or otherwise, result in cancellation or termination of
this Lease or the obligations of the Tenant hereunder, and Tenant covenants and
agrees to attorn to such Landlord or to any successor to Landlord's interest in
such ground or underlying lease, and in that event, this Lease shall continue as
a direct lease between the Tenant herein and such Landlord or its successor;
and, in any case, such Landlord or successor under such ground or underlying
lease shall not be bound by any prepayment on the part of Tenant of any rent for
more than one month in advance, so that rent shall be payable under this Lease
in accordance with its terms, from the date of the termination of the ground or
underlying lease, as if such prepayment had not been made; and provided, further
such landlord or successor under such ground or underlying lease shall not be
bound by this Lease or any amendment or modification of this Lease unless, prior
to the termination of such ground or underlying lease, a copy of this Lease or
amendment or modification thereof, as the case may be, shall have been delivered
to such landlord or successor.

     27. CONDEMNATION. If the whole or a substantial part of the Demised
Premises shall be taken or condemned by any governmental authority for any
public or quasi-public use or purpose, then the Term of this Lease shall cease
and terminate as of the date when title vests in such governmental authority,
and Tenant shall have no claim against Landlord (or otherwise) for any portion
of the amount that may be awarded as damages as a result of such taking or
condemnation or for the value of any
   





                                      -29-
<PAGE>   33

unexpired Term of the Lease; provided, however, that Tenant may assert any claim
that it may have against the condemning authority for compensation for any
fixtures owned by Tenant and for any relocation expenses compensable by statute.
The rent, however, shall be abated on the date when such title vests in such
governmental authority. If less than a substantial part of the Demised Premises
is taken or condemned by any governmental authority for any public or
quasi-public use or purpose, the rent shall be adjusted on a square footage
basis on the date when title vests in such governmental authority and the Lease
shall otherwise continue in full force and effect. For purposes hereof, a
substantial part of the Demised Premises shall be considered to have been taken
if more than fifty percent (50%) of the Demised Premises are unusable by Tenant.
If a substantial portion of the parking facilities or Building is taken or
condemned by any governmental authority, which taking or condemnation
unreasonably interferes with the operation of Tenant's business, then Tenant
shall have the right to terminate this Lease by providing Landlord written
notice of its election to terminate within thirty (30) days of such taking or
condemnation.

     28. RULES AND REGULATIONS. Tenant, its agents and employees shall abide by
and observe the rules and regulations attached hereto as Exhibit C and such
other rules or regulations as may be promulgated from time to time by Landlord
for the operation and maintenance of the Building, provided that the same are in
conformity with common practice and usage in similar buildings and are not
inconsistent with the provisions of this Lease and a copy thereof is sent to
Tenant. Nothing contained in this Lease shall be construed to impose upon
Landlord any duty or obligation to enforce such rules and regulations, or the
terms, conditions or covenants contained in any other lease, as against any
other tenant, and Landlord shall not be liable to Tenant for violation of the
same by any other tenant, its employees, agents, or invitees, provided Landlord
agrees to enforce the rules and regulations in a fair and non-discriminatory
manner.

     29. RIGHT OF LANDLORD TO CURE TENANT'S DEFAULT; LATE PAYMENTS. If Tenant
defaults in the making of any payment or in the doing of any act herein required
to be made or done by Tenant, then after ten (10) days notice from Landlord,
Landlord may, but shall not be required to, make such payments or do such act,
and the amount of the expense thereof, if made or done by Landlord, with
interest thereon at the then prime rate charged by Riggs National Bank, from the
date paid by Landlord, shall be paid by Tenant to Landlord and shall constitute
Additional Rent hereunder due and payable with the next monthly installment of
rent; but the making of such payment or the doing of such act by Landlord shall
not operate to cure such Default or to estop Landlord from the pursuit of any
remedy to which Landlord would otherwise be entitled. If Tenant fails to pay any
installment of rent on or before the first day of the calendar month when such
  




                                      -30-
<PAGE>   34

installment is due and payable, such unpaid installment shall bear interest at
the then prime rate charged by Riggs National Bank, from the date such
installment became due and payable to the date of payment thereof by Tenant. If
Riggs National Bank ceases to publish a prime rate, interest shall be at the
prime rate charged by Citibank, F.S.B. Such interest shall constitute Additional
Rent hereunder due and payable with the next monthly installment of rent. In
addition, Tenant shall pay to Landlord, as a "late charge" five percent (5%) of
any payment herein required to be made by Tenant which is more than ten (10)
days late to cover the costs of collecting accounts past due.

     30. HOLDING OVER. If the Tenant shall, without the consent of the Landlord,
continue to remain in the Demised Premises after the expiration of the Term of
this Lease, then and in that event, Tenant shall, by virtue of this Agreement
become a tenant by the month at a monthly rental equal to one hundred fifty
percent (150%) of the monthly installment of rent agreed by the said Tenant to
be paid as aforesaid for the first two (2) months of such holdover, and
thereafter at a rental rate equal to twice the monthly installment of rent in
effect prior to the holdover, commencing said monthly tenancy with the first day
next after the end of the Term above described; in addition, Tenant shall pay to
Landlord all costs and damages incurred by Landlord as a result of Tenant's
holding over, which sums shall be deemed Additional Rent; and said Tenant shall
give to the Landlord at least thirty (30) days' written notice of any intention
to quit the Demised Premises, and Tenant shall be entitled to thirty (30) days'
written notice to quit the Demised Premises, except in the event of non-payment
of rent in advance or of the breach of any other covenant by said Tenant, in
which event the said Tenant shall not be entitled to any notice to quit, the
usual thirty (30) days' notice to quit being hereby expressly waived; provided,
however, that in the event that the Tenant shall hold over after the expiration
of the Term hereby created, and if the Landlord shall desire to regain
possession of the Demised Premises promptly at the expiration of the Term
aforesaid, then at any time prior to Landlord's acceptance of rent from the
Tenant as a monthly tenant hereunder, the Landlord, at its option, may forthwith
re-enter and take possession of the Demised Premises without process, or by any
legal process in force.

     31. NO REPRESENTATIONS BY LANDLORD. Except as expressly provided in this
Lease or the Addendum, neither Landlord nor any agent or employee of Landlord
has made any representations or promises with respect to the Demised Premises or
the Building except as herein expressly set forth, and no rights, privileges,
easements or licenses are granted to Tenant except as herein set forth. Tenant,
by taking possession of the Demised Premises, shall accept the same "as is", and
such taking of possession shall be conclusive evidence that the Demised Premises
and the Building are in good and satisfactory condition at the time of 





                                      -31-
<PAGE>   35

such taking of possession; subject to the completion of any "punch list" items.

     32. BROKERS. Tenant represents and warrants that Tenant has dealt only with
the broker identified in Paragraph 1(n) above in connection with this Lease and
that insofar as Tenant knows, no other broker participated in or negotiated this
Lease or is entitled to any commission in connection therewith and Tenant agrees
to defend, indemnify, and hold Landlord harmless from any claims by any other
broker alleging to have acted on behalf of Tenant. The execution and delivery of
this Lease by Landlord shall be conclusive evidence that Landlord has relied
upon the foregoing representation and warranty in making this Lease.

     33. NOTICES. All notices or other communications hereunder shall be in
writing and shall be deemed duly given if delivered in person or sent by
certified or registered mail, return receipt requested, first class, postage
prepaid, (i) if to Landlord, to the address set forth in Paragraph 1(o) above,
and (ii) if to Tenant, at 6550 Rock Spring Drive, Suite 500, Bethesda, MD 20817
prior to the Lease Commencement Date and at the Demised Premises after the Lease
Commencement Date, unless notice of a change of address is given pursuant to the
provisions of this paragraph.

34. ESTOPPEL CERTIFICATES. Tenant agrees, at any time and from time to time,
upon not less than ten (10) days prior written notice by Landlord, to execute,
acknowledge and deliver to Landlord a statement in writing(i) certifying that
this Lease has been unmodified since its execution and is in full force and
effect (or if there have been modifications, that the Lease is in full force and
effect, as modified, and stating the modifications), (ii) stating the dates, if
any, to which the rent and sums hereunder have been paid by Tenant, (iii)
stating whether or not to the knowledge of Tenant, there are then existing any
Defaults under this Lease (and, if so, specifying the same), and (iv) stating
the address to which notices to Tenant should be sent. Any such statement
delivered pursuant hereto shall provide that such statement may be relied upon
by Landlord or any prospective purchaser or mortgagee of the land and Building
or any part therein. Tenant's failure to execute and deliver such statement
within the time specified shall be deemed the equivalent of the delivery of a
statement to the effect that Landlord is in full compliance with the terms of
this Lease. Furthermore, in the event Tenant fails or refuses to execute and
deliver such statement, Landlord may, as the attorney and agent of the Tenant,
execute such statement and in such event the Tenant hereby confirms and ratifies
any such statement so executed.

     35. FINANCING REQUIREMENTS. In the event that any bank, insurance company,
university, pension or welfare fund, savings and loan association, real estate
investment trust, business
                                                        




                                      -32-
<PAGE>   36

trust, or other financial institution providing the first mortgage interim
construction financing for the Building and/or the first mortgage permanent
financing for the Building requires, as a condition of such financing, that
modification to this Lease be obtained, and provided that such modifications (a)
are reasonable, (b) do not adversely affect Tenant's use of the Demised Premises
as herein permitted, (c) do not materially alter the approved architectural
plans and specifications, and (d) do not increase the rentals and other sums
required to be paid by Tenant hereunder, Landlord shall submit such required
modifications to Tenant, and Tenant shall enter into and execute a written
amendment hereto incorporating such required modifications within fifteen (15)
days after the same has been submitted to Tenant by Landlord. If Tenant shall
fail to so enter into and execute such a written amendment, then Landlord shall
thereafter have the right, at its sole option, to cancel and terminate this
Lease, by giving Tenant written notice of such termination and Landlord shall
thereupon be relieved from any and all further liability or obligations
hereunder.

     36. COVENANTS OF LANDLORD. Landlord covenants that it has the right to make
this Lease, and that if Tenant shall pay the rental and perform all of Tenant's
obligations under this Lease, Tenant shall, during the term hereof, freely,
peaceably and quietly occupy and enjoy the full possession of the Demised
Premises without molestation or hindrance by Landlord or any party claiming
through or under Landlord. The term "Landlord" as used herein shall mean solely
the owner of Landlord's interest in the property, whomever that may be at the
relevant time, so that in the event of any sale or transfer of Landlord's
interest in the property any prior Landlord shall be freed and relieved of all
covenants and obligations of Lessor hereunder.

     37. LIEN FOR RENT. Tenant hereby grants to Landlord, subject to the prior
rights of secured creditors, a lien on all personal property of Tenant now or
hereafter placed in or on the Demised Premises (except such part of any property
as may be exchanged, replaced, or sold from time to time in the ordinary course
of business) and such property shall be and remain subject to such lien of
Landlord for payment of all rent and all other sums agreed to be paid by Tenant
herein or for services or costs relating to the Demised Premises that Tenant may
hereafter agree to pay to Landlord. Said lien shall be in addition to and
cumulative of the Landlord's lien rights provided by law. Landlord may file and
sign for Tenant a Uniform Commercial Code (UCC-1) financing statement describing
such lien and personalty.

     38. SUCCESSORS AND ASSIGNS. The terms, covenants and conditions hereof
shall be binding upon and inure to the successors in interest and assigns of the
parties hereto. Landlord may freely and fully assign its interest hereunder.





                                      -33-
<PAGE>   37

     39. ENTIRE AGREEMENT. This Lease, together with the Exhibits and any
Addenda attached hereto, contain and embody the entire agreement of the parties
hereto, and no representations, inducements, or agreements, oral or otherwise,
between the parties not contained in this Lease and Exhibits, shall be of any
force or effect. This Lease may not be modified, changed or terminated in whole
or in part in any manner other than by an agreement in writing duly signed by
both parties hereto.

     40. APPLICABLE LAWS. It is the agreement of the parties that this Lease is
to be construed under the laws of the jurisdiction in which the Building is
located.

     41. LIMITATION OF LANDLORD'S LIABILITY.

         (a) The obligations of Landlord under this Lease do not constitute
personal obligations of the individual partners, directors, officers, or
shareholders of Landlord, and Tenant shall look solely to the real estate that
is the subject of this Lease and to no other assets of the Landlord for
satisfaction of any liability in respect of this Lease and will not seek
recourse against the individual partners, directors, officers or shareholders of
Landlord or any of their personal assets for such satisfaction.

         (b) Neither Landlord nor Tenant shall be required to perform any of its
obligations under this Lease other than the obligations to make payments
hereunder, nor be liable for loss or damage for failure to do so, nor shall
Tenant thereby be released from any of its obligations under this Lease, where
such failure arises from or through acts of God, strikes, lockouts, labor
difficulties, explosions, sabotage, accidents, riots, civil commotions, acts of
any foreign country, fire and casualty, legal requirements, energy shortage, or
causes beyond the reasonable control of such party, unless such loss or damage
results from willful misconduct or negligence by such party or its employees.

     42. WAIVER OF REDEMPTION. Tenant hereby expressly waives, for itself and
all persons claiming by, through, or under it, any right of redemption or for
the restoration of the operation of this Lease under any present or future law
in case Tenant shall be dispossessed for any cause, or in case Landlord shall
obtain possession of the Demised Premises as herein provided.

     43. NO OPTION. The submission of this Lease for examination by Tenant does
not constitute a reservation of or option for the Demised, Premises, and this
Lease shall become effective as a lease only upon execution and delivery thereof
by Landlord and Tenant

     44. ATTORNEY'S FEES. In the event Tenant or Landlord defaults in the
performance of any of the terms, covenants,





                                      -34-
<PAGE>   38

agreements or conditions contained in this Lease and the non-defaulting party
places the enforcement of this Lease, or any part thereof, or the collection of
any rent due, or to become due hereunder, or recovery of the possession of the
Demised Premises in the hands of an attorney, or files suit upon the same, the
prevailing party shall be entitled to recover its reasonable attorney's fees
from the non-prevailing party.

     45. PARTIAL INVALIDITY. If any provision of this Lease or the application
thereof to any person or circumstance shall to any extent be held void,
unenforceable or invalid, by the final ruling of a court of competent
jurisdiction, then in place of such invalid or unenforceable provision, to the
extent practical, there shall be substituted a like but valid and enforceable
provision which comports with the findings of the aforesaid court and most
nearly accomplishes the original intentions of the parties, and, in any event,
the remainder of this Lease or the application of such provision to persons or
circumstances other than those as to which it is held void, unenforceable or
invalid shall not be effected thereby, and each provision of this Lease shall be
valid and enforced to the fullest extent permitted by law.

     46. PRONOUNS. Feminine or neuter pronouns shall be substituted for those of
the masculine form, and the plural shall be substituted for the singular number,
in any place or places herein in which the context may require such substitution
or substitutions. The Landlord has been referred to in neuter form, for
convenience.

     47. PARKING.

         (a) So long as Tenant is not in default under this Lease, Landlord
hereby grants to Tenant, at no additional cost to Tenant, a non-exclusive
license (the "License") to park the number of cars set forth in Paragraph 1(q)
above ("Parking"), for use solely by Tenant and Tenant's employees, guests and
invitees in the parking area or areas serving the Building (the "Designated
Parking Area"). The use of any more than the allotted Parking after thirty (30)
days notice by Landlord, by Tenant, its employees, guests or invitees
("Over-use") shall be deemed an event of default under this Lease and Landlord
may exercise such remedies as are provided pursuant to Paragraph 24 of this
Lease. Landlord shall not be responsible to Tenant for enforcing the License or
violation of the provisions of this paragraph by co-tenants of the Building, by
third parties, or guests or visitors to the Building.

     (b) Two (2) of the parking spaces allotted to Tenant shall be designated
and striped (at Landlord's expense) as reserved for the exclusive use of Tenant,
its employees, agents, contractors, servants, permitted subtenants licensees and
  





                                      -35-
<PAGE>   39

invitees. The reserved spaces shall be located in a specific location to be
mutually agreed upon by Landlord and Tenant. Tenant shall be solely responsible
for assigning the reserved parking spaces and supervising the use of the
reserved parking spaces by its employees.

         (c) Landlord shall have the right to revoke the License: (1) in the
event of an Over-use, or (2) in the event of any occurrence not caused by
Landlord which reduces the number of parking spaces in the Designated Parking
Area to the extent of Tenant's Pro Rata Share of the number of parking spaces by
which the Designated Parking Area is so reduced, other than the event of any
condemnation or taking by any lawful authority of any portion of the Designated
Parking Area which reduction is covered by Paragraph 27.

         (d) In the event the parking areas serving the Center become
unavailable or restricted to the extent that Tenant cannot reasonably operate
its business on a continuing basis, then Tenant shall have the right to
terminate this Lease by providing Landlord with written notice of its election
to so terminate within thirty (30) days from the date the parking areas become
unavailable.

     48. COSTS ASSOCIATED WITH LANDLORD'S APPROVAL. In any and all cases where
Landlord's consent or approval is required under this Lease (excluding consents
for delivery of furniture), Tenant shall, upon Landlord's demand, reimburse
Landlord, as Additional Rent, for all reasonable actual out of pocket costs and
expenses, including but not limited to architectural, engineering and legal
fees, which Landlord incurs in determining whether to grant its consent or
approval. Landlord shall use good faith efforts to advise Tenant of any costs
which may be associated with Tenant's request for Landlord's consent, and Tenant
shall be entitled to withdraw its request.

                        [SIGNATURES FOLLOW ON NEXT PAGE]



                                      -36-
<PAGE>   40


     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease under seal
the day and year first hereinbefore written.

                                            LANDLORD:

Attest:                                     BELLEMEAD DEVELOPMENT
                                             CORPORATION


/s/ [ILLEGIBLE]                          By: /s/ [ILLEGIBLE] Sr. Vice President
----------------------------------          ----------------------------------



                                            TENANT:

Attest:                                     SCHOENKE & ASSOCIATES CORPORATION


/s/ [ILLEGIBLE]                          By: /s/ RAYMOND J. SCHOENKE, JR.
----------------------------------          ----------------------------------
                                            Raymond J. Schoenke, Jr., Chairman
                                            and Chief Executive Officer




                                      -37-
<PAGE>   41

                               ADDENDUM TO LEASE

     THIS ADDENDUM is made this 30 day of Dec. 1996, by and between BELLEMEAD
DEVELOPMENT CORPORATION ("Landlord") and SCHOENKE & ASSOCIATES CORPORATION
("Tenant") as an Addendum to the Lease Agreement of even date herewith for space
in the building located at 20250 Century Boulevard, Germantown, Maryland 20874
("Lease"). Unless otherwise defined herein, all capitalized terms herein shall
have the same meanings given to them in the Lease.

     1. CONDITION OF DEMISED PREMISES. The Demised Premises consist of
approximately 14,720 rentable square feet, measured in accordance with BOMA
standards, and including a core factor of 14%. Notwithstanding anything
contained in the Lease or the Work Letter to the contrary, Landlord shall alter
the Demised Premises, utilizing building standard materials, in accordance with
the notes set forth on Exhibit A and A-1, and in accordance with all applicable
laws. To the extent Exhibits A and A-1 conflict with the Work Letter, the terms
of Exhibits A and A-1 shall control.

     2. ADDITIONAL TENANT ALLOWANCE. Landlord shall provide Tenant with an
allowance of Twenty-Nine Thousand Four Hundred Forty and N0/100 Dollars
($29,440.00), or $2.00 per rentable square foot ("Tenant Allowance") to be
applied toward the costs of above standard work (as defined in the Work Letter)
or Tenant's moving expenses. The costs of any above standard work shall include
Landlord's normal 8.5% for overhead and 5% for profit. Prior to commencing any
above standard work, Landlord shall submit to Tenant a written statement of the
cost of such work, which statement shall set forth therein the extent to which,
if at all, the costs of such work exceeds the Tenant Allowance ("Excess Cost").
Tenant agrees to pay the Excess Cost to Landlord promptly upon being billed
therefor. To the extent Tenant elects to use the Tenant Allowance for moving
expenses, Landlord agrees to reimburse Tenant, upon receipt of paid invoices
therefor, for Tenant's reasonable moving expenses, not to exceed the available
portion of the Tenant Allowance.

     3. LANDLORD WARRANTIES. Landlord warrants that the Building complies with
all codes and ordinances applicable to the ownership of the Building, including
the Americans with Disabilities Act. Landlord agrees to maintain the Building
and its structural components in accordance with all applicable laws and
regulations. To the best of Landlord's knowledge, (a) no Hazardous Substances
have been stored on or disposed of in the Building and there exists no state of
facts that would be indication of any such storage or disposal of Hazardous
Substances, (b) no lead paint has been used in the Building, and
 



<PAGE>   42




(c) no asbestos has been used in the Building. As used herein, "Hazardous
Substances" means all materials subject to regulation under the Comprehensive
Environmental Response, Compensation, and Liability Act (Superfund or CERCLA),
42 U.S.C. Sections 9601 et seq., as amended by the Superfund Amendments and
Reauthorization Act of 1986 (SARA).

     4. WARRANTY AS TO MECHANICAL EQUIPMENT AND UTILITIES. Landlord warrants the
mechanical equipment and the utilities to be in good serviceable and proper
operating condition, and agrees it will maintain the Building and such equipment
and utilities (including all plumbing, heating and cooling systems, and all
electrical and mechanical devices and fixtures, but excluding any equipment to
be maintained by Tenant pursuant to Paragraph 17 of the Lease) in this condition
during the Term of this Lease.

     5. ANNUAL INCREASES TO RENT. On the first day of the second Lease Year, as
hereinafter defined, and on the first day of each subsequent Lease Year, Annual
Rent then in effect shall be increased by two and one-half percent (2.5%).
"Lease Year" shall mean each twelve month period running from the Lease
Commencement Date, or the first day of the first month following the Lease
Commencement Date if the Lease Commencement Date is other than the first day of
a month.

     6. OPERATING EXPENSE ALLOWANCE. Paragraph 1(i) of the Lease is hereby
modified to read as follows: Tenant's per rentable square foot per annum general
operating expense allowance shall equal the actual Operating Expenses, as
defined in paragraph 7, incurred by Landlord during the calendar year 1997,
adjusted to reflect 95% occupancy of the Building, divided by 106,794, the total
rentable square feet in the Building. Tenant's per rentable square foot per
annum electrical expense allowance shall equal the actual expenses for electric
current in the Building incurred by Landlord during the calendar year 1997,
adjusted to reflect 95% occupancy of the Building, divided by 106,794, the total
rentable square feet in the Building.

     7. REAL ESTATE TAX ALLOWANCE. Paragraph 1(j) of the Lease is hereby
modified to read as follows: Tenant's per rentable square foot per annum real
estate tax allowance shall equal: the total Real Estate Taxes, as defined in
paragraph 7, as would be incurred if the Building were fully assessed during
calendar year 1997, divided by 106,794, the total rentable square feet in the
Building.

     8. EXCLUSIONS FROM OPERATING EXPENSES. The following shall be additional
exclusions from operating Expenses under the Lease:





                                      -2-
<PAGE>   43

     (a) All costs and expenses, including any labor costs, charges, repairs,
improvements or expenses directly or indirectly related to the ownership or
operation of the rentable area of any retail space in the Building;

     (b) Management fees, in excess of four percent (4%).

     (c) Costs of decorating, redecorating, or special cleaning or other
services not provided on a regular basis to tenants of the Building;

     (d) Wages, salaries, fees and fringe benefits paid to employees of any
property management organization being paid a fee by Landlord for its services
(or to any employees of Landlord who are not assigned to the operation,
management maintenance or repair of the Building on a full-time basis, including
any accounting or clerical personnel and other overhead expenses of Landlord) or
administrative and executive personnel or officers, partners, shareholders, or
directors of Landlord or of Landlord's managing agent above the grade of
building manager;

     (e) Loan payments, charges for depreciation of the Building or equipment
and any interest or other financing charge or refinancing costs;

     (f) Costs relating to activities for the solicitation and execution of
leases of space in the Building, including legal fees, real estate brokers,
commissions, expenses, fees, and advertising, moving expenses, design fees,
rental concessions, rental credits, tenant improvement allowances, lease
assumptions or any other cost and expenses incurred in the connection with the
leasing of any space in the Building;

     (g) Violations of legal requirements in the construction of the Building or
in the Building equipment;

     (h) The cost of any repair made by Landlord because of any fire or other
casualty or the total or partial destruction or condemnation of the Building or
any portion of the Building to the extent Landlord receives compensation
therefor through insurance or condemnation proceeds;

     (i) Any increase in an insurance premium to the extent that such increase
is caused or attributable to the use, occupancy or act of another tenant, and
actually paid for by such tenant;

     (j) Any cost for which Landlord is reimbursed by insurance proceeds,
warranties, service contracts, condemnation proceeds or otherwise;


                                      -3-
<PAGE>   44


     (k) The cost of any repairs, alterations, additions, changes, replacements,
renovations, and other items which under generally accepted accounting
principles are properly classified as capital expenditures, unless specifically
provided otherwise in the Lease;

     (1) Any operating expense representing an amount paid to a related
corporation, entity, or person which is in excess of the amount which would be
paid in the absence of such relationship; or any amounts paid to any person,
firm or corporation related to or otherwise affiliated with Landlord or any
general partner, officer, director or shareholder of Landlord or any of the
foregoing, to the extent the same exceeds arms-length competitive prices paid in
Rockville, MD for similar services or goods provided;

     (m) The cost of tools and equipment used in the construction, operation,
repair and maintenance of the Building;

     (n) The cost of alterations, renovations or improvements for rentable space
in the Building;

     (o) The cost of overtime or other expense to Landlord in curing its
defaults or performing work expressly provided in this Lease to be borne at
Landlord's expense;

     (p) Capital improvements or expenditures incurred to reduce operating
expenses shall be included in Operating Expenses to the lesser of the annual
amortized amount of said improvements or expenditures (over the useful life of
the improvements or item) or the actual annual savings;

     (q) Inheritance, gift, transfer, franchise, excise, net income, and profit
taxes, capital levies imposed on Landlord;

     (r) Ground rent or similar payments to a ground lessor;

     (s) Cost of installing, operating and maintaining any specialty service
operated by Landlord, such as a luncheon, athletic or recreational club in the
Building; any bad debt loss; costs and expenses incurred in connection with any
transfer of an interest in Landlord, Building or the Land; and any cost or
expense necessitated by or resulting from the negligence of Landlord, its agents
or employees.

     (t) Reserves for repairs, maintenance and replacements;

     (u) Costs relating to maintaining Landlord's existence, either as a
corporation, partnership or other entity, such as trustee's fees, annual fees,
partnership organization or





                                      -4-
<PAGE>   45

administration expenses, deed recordation expenses, legal and accounting fees
(other than with respect to Building operations);

     (v) Interest or penalties arising by reason of Landlord's failure to timely
pay any Taxes or Operating Expenses;

     (w) Costs incurred to remove any hazardous or toxic wastes, materials or
substances from either the Building or the Land; and

     (x) Costs incurred by Landlord for consents or approvals required by tenant
leases, based upon specific requests of tenants.

     9. SECURITY DEPOSIT. If the security deposit is in the form of cash, the
deposit will be held in an interest bearing money market fund account in Summit
Bank or such other similar account at another bank where Landlord may maintain
its security deposits in the future. This account will be utilized solely for
security deposits held by the Landlord and be separate from any other accounts
maintained by the Landlord for the operation of the building. Tenant's security
deposit will not be used for any other purpose other than that provided in
Section 8 of the Lease. Provided there has not been a Default under the Lease,
then Landlord shall refund to Tenant portions of the security in accordance with
the following schedule:

          (a) At the beginning of the third Lease Year, Landlord shall refund to
Tenant $30,000.00 of the security deposit plus three-tenths of all interest
accrued thereon.

          (b) At the beginning of the sixth Lease Year, Landlord shall refund to
Tenant $30,000.00 of the security deposit plus three-sevenths of all interest
accrued thereon.

          (c) At the beginning of the ninth Lease Year, Landlord shall refund to
Tenant $30,000.00 of the security deposit plus three-eighths of all interest
accrued thereon.

Landlord's failure to return the Security Deposit in accordance with this
paragraph shall not constitute a default by Landlord under the Lease unless
Tenant notifies Landlord in writing that Tenant is entitled to a partial refund
of the security deposit, and Landlord fails to refund such amount to Tenant
within fifteen (15) days of the date of Tenant's notice.

     10. LANDLORD'S INSURANCE AND LIABILITY. Landlord shall maintain at its sole
cost, and maintain during the term of this Lease, fire, extended coverage,
malicious mischief and vandalism insurance on the Demised Premises, in an amount
not less than the full replacement value of the Building and, improvements
therein and comprehensive general liability insurance in an amount not
   


                                      -5-
<PAGE>   46

less than $5 million combined single limit for bodily injury, property damage
and personal liability. Such policies shall contain an express waiver of any
right of subrogation by the insurance company against Tenant, its agents and
employees.

     11. INDEMNIFICATION. Landlord shall indemnify Tenant and its agents and
employees and save Tenant harmless from and against any and all claims, actions,
damages, liabilities and expenses in connection with loss of life, personal
injury and/or damage to property arising out of any occurrence in, upon or at
the common areas of the Building occasioned by any negligent act or omission of
Landlord, its agents, contractors, servants, invitees, licensees or employees,
or resulting from any breach, violation or nonperformance of this Lease by
Landlord.

     12. SUBJECT TO RIGHT OF FIRST REFUSAL. The Lease is subject to a right of
first refusal of Telogy Network, Inc. ("Telogy") to lease the Demised Premises.
Landlord has provided or agrees to provide Telogy with notice of the Lease.

     13. RIGHT OF REFUSAL. (a) Subject to the prior right of first refusal of
Telogy as to any space that has not been leased on the fourth floor, and subject
to the conditions set forth below, if Landlord hereafter desires to lease all or
any part of space available on the fourth floor of the Building ("Refusal
Space") or the Refusal Space plus any additional space in the Building (and for
purposes thereof, any such additional space shall be deemed to be part of the
Refusal Space) to a prospective third party tenant pursuant to a bona fide
written offer, proposal or term sheet from Landlord to said third party tenant
or from said third party tenant to Landlord, and provided Telogy has notified
Landlord that it does not intend to exercise any refusal rights it has,
Landlord shall give Tenant, in writing, notice ("Refusal Space Notice"), which
Refusal Space Notice shall give Tenant the right to lease the subject Refusal
Space on the same terms and conditions with which Landlord is willing to enter
into a lease with the prospective third. Landlord's Refusal Space Notice shall
specify (a) the Refusal Space that Landlord desires to lease, (b) the date upon
which such Refusal Space shall or is estimated to be available for occupancy,
(c) the annual rate of base rent per square foot of rentable area which Landlord
desires to charge for such Refusal Space, (d) the amount of all rent
adjustment(s) which Landlord desires to charge for such Refusal Space, (e) the
term of the proposed Lease, (f) the tenant improvements/or tenant improvement
allowance that Landlord is willing to make or is offering, (f) and such other
terms and conditions as Landlord deems appropriate. Tenant shall notify
Landlord, in writing, within three (3) business days (time being of the essence)
of receipt of Landlord's Refusal Space Notice whether Tenant elects to lease
all, but not less than all, of the subject Refusal Space on the terms and
conditions contained in



                                      -6-
<PAGE>   47

the Refusal Space Notice. If Tenant fails to notify Landlord of its intention to
lease the subject Refusal Space within the above-referenced three (3) day period
or if Tenant rejects Landlord's offer contained in the Refusal Space Notice,
then Landlord may at any time within 120 days thereafter lease the subject
Refusal Space to any other party on substantially the same terms as those set
forth in the applicable Landlord's Refusal Space Notice, and upon such other
terms and provisions as Landlord may elect, without again complying with the
provisions of this Paragraph and affording Tenant the right to again exercise a
right of first refusal with respect to the applicable Refusal Space. If Landlord
does not lease the Refusal Space within such 120 day period, the provisions of
this Paragraph shall apply again to such space. All of the provisions of this
Lease, to the extent not inconsistent with the provisions contained in the
Refusal Space Notice, or otherwise set forth therein as being otherwise or
inapplicable, shall apply to the lease of the applicable Refusal Space, provided
that there shall be no tenant allowance for such Refusal Space, except as may be
specifically provided for in the Refusal Space Notice. Tenant shall execute an
amendment to this Lease, reflecting all appropriate adjustments within five (5)
business days after Landlord's delivery of such amendment to Tenant.

     (b) In addition to the conditions enumerated in subparagraph (a) above,
Tenant's right of refusal for the Refusal Space shall also be strictly
conditioned upon and subject to each of the following (provided, Landlord in its
sole discretion shall be entitled to waive any or all of these conditions):

          (i) As of the date of Landlord's Refusal Space Notice, (A) Tenant
shall not be in default under the terms or provisions of this Lease, and (B)
Tenant shall be in occupancy of the entire Demised Premises; except that Tenant
shall be entitled to have sublet no more than 3,000 square feet, provided such
sublease is for less than the remainder of the Term. Tenant's right to lease the
Refusal Space is further conditioned upon Tenant occupying the entire Demised
Premises as of the Commencement Date for such additional premises; and

          (ii) Tenant's right of first refusal shall be deemed personal to the
Tenant named on the first and last page of this Lease, or an affiliate of such
Tenant, and may not be assigned or transferred.



                                      -7-
<PAGE>   48

     IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have
executed this Addendum to Lease as of the date first above written.


                                            LANDLORD:

Attest:                                     BELLEMEAD DEVELOPMENT
                                             CORPORATION


/s/ [ILLEGIBLE]                          By: /s/ [ILLEGBILE] Sr. Vice President
----------------------------------          ----------------------------------



                                            TENANT:

Attest:                                     SCHOENKE & ASSOCIATES CORPORATION


/s/ [ILLEGIBLE]                          By: /s/ RAYMOND J. SCHOENKE, JR.
----------------------------------          ----------------------------------
                                            Raymond J. Schoenke, Jr., Chairman
                                            and Chief Executive Officer



                                       -8-