Exhibit 10.10


                         SOFTWARE TECHNOLOGY, INC. LEASE
                              5904 RICHMOND HIGHWAY
                                 ALEXANDRIA, VA


     THIS  AGREEMENT  OF  LEASE  ("Lease")  by  and  between   Alexandria  South
Associates,  L.P., a Virginia  limited  partnership,  its successors and assigns
(hereinafter  referred to as  "Landlord"),  and  Software  Technology,  Inc.,  a
Florida corporation, (hereinafter referred to as "Tenant").

                              I. SUMMARY PROVISIONS

1.   PREMISES: 15,296 square feet; Suite #600, 610 and 611 (see Exhibit A) which
     will be changed to Suites 600 and 611.
           

2.   TERM:   Four  (4)  years   beginning  on  September  1,  1994,  the  "Lease
     Commencement  Date" and ending on August 31,  1998,  the "Lease  Expiration
     Date".
           

3.   BASE ANNUAL RENT:  $210,320.00  ($13.75 per square foot per annum)
     Monthly Payment $ 17,526.00

4.   ADDITIONAL  RENT:  Pro rata share of Operating  Expense  increases over the
     Operating  Expense  Amount of the Base Year 1994.  Tenant's pro rata share:
     20.13%.  Increases shall not be more than five (5%) percent of the previous
     year's operating expenses per annum.

5.   INCREASE IN COST OF LIVING: Greater of 30% of CPI increase or 2.5%.
           

6.   SECURITY DEPOSIT: Transferred from prior lease in the amount of $22,263.02.
           

7.   IMPROVEMENTS: See Exhibit "B".

8.   PARKING:  Initial Number of Parking Permits: 54, six of which are reserved.
     Initial Monthly Permit Fee: Reserved only, $10.00 month per space.

9.   TENANT'S ADDRESS FOR NOTICES:

      Software Technology, Inc.                Dr. C. Camden McCarl
      1225 Evans Road                          Manager of DC Engineering
      Melbourne, Florida 32904-2314            Software Technology, Inc.
      Attn:  Accounts Payable                  5904 Richmond Highway, Ste. 610
                                               Alexandria, VA 22303

10.   BROKER'S ADDRESS:                        Fetsch Commercial Realty, Inc.
                                               5285 Shawnee Road, Ste. 401
                                               Alexandria, VA 22312
                                               Attn:  Phyllis Fordham

11.   SPECIAL PROVISIONS:
      34.   Termination of Former Lease
      35.   Contingent Lease
      36.   Right to Signage
      37.   Parking
      38.   Option to Extend
      39.   Reduction to Size of Premises

12.   EXHIBITS TO LEASE: Exhibit "A" - Description of Premises Exhibit "B"
      -  Landlord's  Workletter  Exhibit  "C"  -  Cleaning  Specifications
      Exhibit "D" - Signage Specifications/Drawings Exhibit "E" - Premises
      Subject to Reduction
      Exhibit "F" - Calculation of Interest on Security Deposit

<PAGE>
                             II. DETAILED PROVISIONS

1.   PREMISES.

     (a)  DESCRIPTION.  Landlord hereby leases to Tenant and Tenants leases from
Landlord, for the term and upon the terms, conditions,  covenants and agreements
hereinafter  provided,  the premises more particularly  described in Exhibit "A"
annexed  hereto  (the  "Premises")  located  in the  building  (the  "Building")
referenced above. The Premises contains 15,296 square feet of Rentable Area, 90%
or 13,766  square feet of which is Usable Area,  which Usable Area is defined by
the Washington Board of Realtors.

     (b)  LANDLORD'S  WORK.  Tenant  may be  entitled  to  certain  improvements
specified on Exhibit "B" attached hereto and  incorporated  herein by reference.
The work which  Landlord  agrees to perform  under the terms and  conditions  of
Exhibit  "B"  hereinafter  shall be  referred  to as  "Landlord's  Work."  It is
understood  and agreed  that  Landlord  is under no  obligation  to perform  any
alterations,  installations (including floor coverings),  decorations (including
painting  and  wall   coverings),   replacements,   additions  or  improvements,
structural  or otherwise,  in or to the Premises  except as set forth in Exhibit
"B".

2.  TERM

     (a) The "Term",  "Lease  Commencement Date" and "Lease Expiration Date" are
specified on page one of this Lease.

     (b) FAILURE TO DELIVER POSSESSION OF PREMISES. Landlord shall put forth its
best efforts to complete the Premises on or before the Lease  Commencement Date.
If Landlord's Work is not  substantially  completed (as defined in paragraph (e)
below) in accordance with Exhibit "B" on or before the Lease  Commencement Date,
or if Landlord shall be unable to give  possession of the Premises on such Lease
Commencement  Date  for  any  other  reason,  this  Lease  shall  not be void or
voidable,  and Landlord,  its agents or  employees,  shall not be subject to any
claim or liability whatsoever for the failure timely to complete such work or to
give possession on such date. If Landlord has not completed the  improvements as
shown on Exhibit "B", the Tenant shall have the right to use its own  contractor
and deduct the cost of construction from the rent.

     (c) DELAYS IN SUBSTANTIAL  COMPLETION CAUSED BY TENANT. If such substantial
completion  of Landlord's  Work in accordance  with Exhibit "B" shall be delayed
because of (i) Tenant's  failure to furnish its  requirements  and/or to approve
drawings, plans, specifications or cost estimates, including those pertaining to
additional or non-standard work and materials, by the dates specified by Exhibit
"B",  (ii)  Tenant's  request for changes in drawings,  plans or  specifications
after the date specified by Exhibit "B",  (iii) Tenant's  request for materials,
finishes or installations other than Landlord's Building Standard, as defined by
Exhibit "B", or (iv) the  performance  of any work by Tenant,  Tenant's  agents,
employees  or  contractors,   Landlord's  Work  shall  be  deemed  substantially
completed for the purpose of determining the Lease Commencement Date on the date
which Landlord reasonably determines, in its sole judgment, that such work would
have been substantially completed had such delay or delays not occurred.

     (d)  SUBSTANTIAL  COMPLETION  DEFINED.  The  Premises  shall  not be deemed
substantially  completed until all the work  undertaken by Landlord  pursuant to
Exhibit  "B" is  substantially  completed,  subject  to a punch  list  of  items
prepared by Tenant and Landlord on the Lease Commencement Date which items shall
not  materially  interfere  with Tenant's use of the  Premises.  Nothing in this
clause shall  effect  Tenant's  termination  right as described in Article 34 or
Tenant's occupancy of the Premises.

     (e) LEASE YEAR DEFINED. As used herein, "Lease Year" shall mean that period
of 365 days (366 in leap years) commencing on the Lease  Commencement  Date, and
each  successive  period  of 365 days (or 366  days in leap  years)  thereafter;
provided,  however, that if the Lease Commencement Date is a date other than the
first  day of a month,  then  the  first  Lease  Year  shall  mean  that  period
commencing on the Lease  Commencement Date and continuing for the balance of the
month in which said date occurs and for a period of 365 or 366 days  thereafter,
and the last  Lease Year shall  terminate  on the date this Lease  expires or is
terminated.

3.  RENT.

     (a) BASE ANNUAL  RENT.  The Base Annual  Rent as  specified  in the Summary
Provisions  of this  Lease  shall be  payable,  in  advance,  in  equal  monthly
installments,  specified as the Monthly Payment in the Summary Provisions hereof
by U.S. mail, courier or otherwise delivered to Landlord at the address provided
in Article 30 hereof or to such other party or to such other address as Landlord
may designate from time to time by written  adjustment as hereinafter  provided.
The first  Monthly  Payment  coming  due shall be made upon the  signing of this
Lease by Tenant, and the second and subsequent Monthly Payments shall be made on
the first day of each and every calendar month as provided  herein.  If the term
of this Lease begins on a date other than on the first day of a month, rent from
such date until the first of the  following  month shall be prorated at the rate
of one thirtieth  (1/30th) of the fixed Monthly Payment for each day, payable in
advance.

     (b)  INCREASE  IN COST  OF  LIVING.  Commencing  on the  first  day of each
calendar year following the calendar year in which this Lease commences,  Tenant
shall pay monthly  one-twelfth of an increase in the Base Annual Rent based upon
thirty  percent  (30%) of any  increase in the index now known as UNITED  STATES
BUREAU OF LABOR  STATISTICS,  CONSUMER  PRICE  INDEX FOR URBAN WAGE  EARNERS AND
CLERICAL WORKERS,  WASHINGTON, D.C. SMSA (1982-84=100).  All Items (the "Index")
over the Base Index (as defined herein). Notwithstanding the preceding sentence,
in no event shall the  adjustment  of Base Annual Rent for any calendar  year be
less than two and one-half  percent  (2.5%) of the Base Annual Rent as increased
from year to year hereby (the "Minimum Base Annual Rent  Adjustment").  In order
to apply such adjustments in a timely and convenient manner, Landlord and Tenant
agree  that  the  Base  Index  shall  be  the  Index  for  the  month  which  is
approximately  three months  prior to the month in which the Lease  Commencement
Date  occurs  and that  adjustments  of Base  Annual  Rent  shall be based  upon
comparison of the Index for the month of September  last  preceding the calendar
year for which an adjustment  is to be made (the "Current  Index") with the Base
Index.  For the purposes of this  paragraph,  Base Annual Rent which is adjusted
pursuant to this paragraph  shall be referred to as "Adjusted Base Annual Rent."
Adjusted Rent Annual Rent shall be computed as follows:  (i) the increase in the
Index shall be  determined  by dividing (A) the  difference of the Current Index
minus the Base Index,  by (B) the Base Index;  (ii) the  increase in Base Annual
Rent due to the increase in the Index shall be  determined  by  multiplying  the
original  Base Annual Rent  payable  hereunder  by thirty  percent  (30%) of the
increase in the Index;  (iii) the Adjusted Base Annual Rent shall be the greater
of (A) the original Base Annual Rent payable  hereunder plus the increase in the
Base Annual Rent due to the  increase  in the Index or (B) the  previous  year's
Adjusted  Base Annual Rent payable  hereunder  plus the Minimum Base Annual Rent
Adjustment.  Landlord promptly shall determine the Adjusted Base Annual Rent for
each  calendar  year,  as  hereinabove  provided,  and shall  submit to Tenant a
statement  setting  forth the amount of such  Adjusted  Base Annual Rent and the
calculation  by  which  it was  determined.  If the  base  year of the  Index is
changed,  the  Index  used to  determine  Adjusted  Base  Annual  Rent  shall be
converted in accordance  with the conversion  factor  published by the Bureau of
Labor  Statistics  of the United  States  Department  of Labor.  If the Index is
discontinued,  then any  successor  consumer  price  index of the United  States
Bureau of Labor  Statistics,  or successor  agency thereto,  for the Washington,
D.C.  Metropolitan  Area,  shall be used. If the Index is  discontinued  with no
comparable  successor  Index,  the parties shall use their best efforts to agree
upon a  substitute  formula,  but if the parties are unable so to agree,  then a
substitute formula shall be determined by arbitration as provided herein.

     (c) SERVICE CHARGE. Notwithstanding any of the other rights of Landlord set
forth in this  Lease,  if during the term of this  Lease,  Monthly  Payments  or
Additional  Rent remains unpaid on the tenth day after the date when the same is
required to be paid,  Landlord at its option,  may make a service charge for the
purpose of defraying the expenses  incidental to handling  delinquent  payments.
Such charge shall be in an initial amount of five percent (5%) of the delinquent
payment. In addition, Monthly Payments or Additional Rent which is not paid when
due shall bear  interest,  computed  from the date such item  becomes due to the
date of payment,  at a rate which shall be the lesser of (i) two percent  higher
than the "prime rate"  charged by Crestar Bank on the date such item becomes due
and fluctuating  thereafter as the "prime rate" charged by said Crestar Bank may
change from time to time or (ii) the maximum  rate of interest  then  allowed by
law.  Late charges  referenced  above shall be  applicable  only after  Landlord
provides  Tenant  notice of  Tenant's  second  event of failure to make a timely
payment of Base Annual Rent, Monthly Payments, or Additional Rent.

4.  ADDITIONAL RENT; OPERATING EXPENSE AND REAL ESTATE TAX INCREASES.

     (a) ANNUAL OPERATING EXPENSE INCREASE. Throughout the Term, Tenant shall be
obligated to pay as  Additional  Rent,  Tenant's pro rata share of the amount by
which  Operating  Expenses  (as  defined in Article  4(b)  hereof)  exceeds  the
Operating  Expense  Amount  specified  in the Summary  Provisions  hereof.  Such
payments shall be made as follows:

          (i) ESTIMATED  MONTHLY  PAYMENTS.  Within the first one hundred twenty
(120) days after the end of each calendar year (or portion  thereof)  during the
Term of Lease, Landlord shall furnish Tenant with Landlord's reasonable estimate
of the  Operating  Expenses  for the  then  current  calendar  year  (Landlord's
Operating Expense Estimate). Until the first day of the calendar month following
the  month in which  Tenant is given  Landlord's  Operating  Expense  Statement,
Tenant shall continue to pay to Landlord on the first day of each calendar month
the monthly sum, if any,  payable by Tenant  under this Article  4(a)(i) for the
month of December of the preceding calendar year.  Landlord shall give notice to
Tenant  stating  whether the Tenant's  monthly  payments  made  pursuant to this
Article 4(a)(i) during the then current  calendar year were greater or less than
the revised monthly payment stated in Landlord's Operating Expense Estimate, and
(i) if there  shall be a  deficiency,  Tenant  shall pay the  amount  thereof to
Landlord  within  thirty (30) days after the giving of Landlord's  estimate,  or
(ii) if there  shall  have been an  overpayment,  Landlord  shall pay the amount
thereof  to Tenant  within  thirty  (30) days  after  the  giving of  Landlord's
estimate,  and (iii) on the first day of the first calendar month  following the
month in which Tenant is given Landlord's estimate, and on the first day of each
calendar  month  thereafter  during the Term  throughout  the  remainder of such
calendar  year,  Tenant shall pay to Landlord an amount equal to  one-twelfth of
Tenant's  pro rata  share of the  amount by which  Operating  Expenses  for such
calendar year are estimated to exceed the Operating Expense Amount.

          (ii) ANNUAL  SETTLEMENT.  Beginning  with the first full calendar year
following the Commencement  Date, within the first one hundred twenty (120) days
after the end of each calendar year or portion  thereof,  Landlord shall furnish
to Tenant a detailed  statement setting forth the actual Operating  Expenses for
the previous  calendar year and Tenant's pro rata share of the increase over the
Operating Expense Amount (hereinafter "Actual Operating Statement").  Landlord's
failure  to  provide  the  Actual  Operating  Statement  within  the time  frame
referenced above shall not relieve Tenant of its obligations  hereunder.  Within
thirty (30) days after the delivery of the Actual  Operating  Statement,  a lump
sum  payment  will be made by  Tenant  equal  to the  amount,  if any,  by which
Tenant's pro rata share of the actual  increase in Operating  Expenses  over the
Operating  Expense  Amount  exceeds that amount,  if any,  which Tenant has paid
toward the estimated increase in Operating Expenses for the prior calendar year.
If  Tenant's  pro rata share of such items is less than the amount  Tenant  paid
toward the estimated  increase in Operating  Expenses,  Landlord shall reimburse
Tenant  in cash for the  difference  within  thrity  (30)  days afer the date of
Landlord's  delivery of its Actual Operating  Statement to Tenant. The effect of
this  adjustment  is that Tenant will pay during each  calendar  year during the
Term  Tenant's  pro rata  share of actual  Operating  Expenses  in excess of the
Operating Expenses Amount.

          (iii) PARTIAL YEARS. If the  Commencement  Date occurs on a date other
than the first day of a  calendar  year of the Term or  expires  on a date other
than  the last day of a  calendar  year,  then  the  actual  Operating  Expenses
incurred during such partial calendar years shall be computed and an appropriate
proration  shall be made in the actual  Operating  Expenses and in the Operating
Expense  Amount so that Tenant pays only that portion of Tenant's pro rata share
of excess Operating  Expenses  incurred during the portion of such calendar year
that includes the beginning of the end of the Term.

     (b) OPERATING  EXPENSES DEFINED.  The term "Operating  Expenses" shall mean
all costs and expenses (and taxes thereon,  if any) paid or incurred by Landlord
with respect to the ownership,  operation, cleaning, repair, safety, management,
security,  and  maintenance  of the  Building  (and  the land  upon  which it is
situated),  including,  but not  limited  to: (a) real  estate  taxes;  (b) gas,
electricity,  telephone,  water,  sewer,  and  other  fuel and  utility  charges
(including  surcharges)  of whatever  nature;  (c)  casualty,  rent,  liability,
fidelity, and any other insurance;  (d) building personnel costs, including, but
not limited to, salaries, wages, fringes benefits, and other direct and indirect
costs of building managers, engineers, superintendents,  watchmen, porters, char
workers,  and any other building personnel;  (e) social security,  unemployment,
and  other  payroll  taxes and the cost of  providing  disability  and  workers'
compensation  coverage  required  by law  or  otherwise  with  respect  to  such
employees;  (f) costs of service and maintenance contracts,  including,  but not
limited to, chillers,  boilers,  controls,  elevators,  windows, security, trash
removal,  and any other Building  service or system;  (g) charges of independent
contractors  performing  work with respect to the operation,  cleaning,  repair,
safety,  security,  and maintenance of the Building;  (h) maintenance and repair
expenses and  supplies;  (i) the cost or rental of all  Building and  management
office cleaning supplies,  materials, tools, and equipment; (j) management fees;
(k) legal, accounting, and other professional fees and disbursements incurred in
connection  with the  operation and  management  of the  Building;  (l) costs of
uniforms,  work clothes,  and dry cleaning;  (m)  depreciation of hand tools and
other  movable  equipment  used  for the  management  of the  Building;  and (n)
business taxes and licenses.  The term "Operating Expenses" shall include, also,
(a) expenditures for capital  improvements  and capital  equipment  purchased or
installed  for the purpose of  decreasing  Operating  Expenses,  but only to the
extent that relevant  decreases are applied in any given year. Such expenditures
for capital  improvements and capital equipment shall be amortized in subsequent
Lease Years on a straight-line  amortized basis over an appropriate  period, not
to exceed ten years,  together with interest on the unamortized cost fluctuating
at the "prime rate" charged by Crestar Bank (as changed from time to time).  The
term  "Operating  Expenses" shall exclude;  (a)  executives'  salaries above the
grade of building manager; (b) expenditures for capital improvements and capital
equipment other than those specified above; (c) principal and interest  payments
on any mortgages,  deeds of trust or other financing  encumbrances;  (d) leasing
commissions payable by Landlord;  (e) deductions for depreciation;  (f) costs of
repairs  or  replacements  incurred  by  reason  of fire or  other  casualty  or
condemnation  to the extent  Landlord is compensated for same; and (g) the costs
of preparing, improving or altering space for any new or renewal tenant.

     (c) REAL ESTATE TAX  COMPONENT  OF  OPERATING  EXPENSES.  As a component of
"Operating  Expenses",  the term "real estate taxes" shall include all taxes and
assessments,  general and  special,  ordinary  and  extraordinary,  foreseen and
unforeseen,  including assessments for public improvements or betterments, which
Landlord reasonably  determines are assessed,  levied or imposed with respect to
the Building,  the land on which it stands or Landlord's  personal property used
in  connection  therewith;  any tax in the nature of a real  estate  tax;  an AD
VALOREM tax on rent;  any tax on income if imposed in lieu of, in addition to or
as a component of real estate taxes and assessments; and all reasonable expenses
incurred by Landlord in  obtaining or  attempting  to obtain a reduction of such
taxes, rates or assessments,  including, reasonable attorney fees. Any REDUCTION
shall be applied in its correct  proportion  to the Tenant's  operating  expense
statements in the year the adjustment is made.

     (d)  TENANT'S  PRO RATA  SHARE.  Tenant's  pro rata share of any  Operating
Expense  increase  shall  be the  percentage  amount  specified  in the  Summary
Provisions of this Lease,  which  represents  the proportion of rentable area of
the Premises divided by the total rentable area of the Building.

     (e) ANNUAL STATEMENTS. Each Actual Operating Statement provided by Landlord
hereunder  shall be conclusive  and binding upon Tenant  unless Tenant  notifies
Landlord  within 30 days after any such  statement is given that it disputes the
correctness of such statement and states with  particularity the items disputed.
Unless  otherwise  mutually  agreed,  any such dispute  shall be  determined  by
arbitration  in  Washington,  D.C.,  pursuant to the rules then obtaining of the
American Arbitration Association, and judgment on the award rendered thereby may
be entered in any court of competent jurisdiction.  Pending determination of any
such dispute,  Tenant shall pay Additional  Rent in accordance with the disputed
statement (and the most recent Estimated Annual Operating Expense Increase given
by Landlord to Tenant), but such payments shall not prejudice Tenant's challenge
of the  disputed  statement.  Upon  notice  given by Tenant to Landlord at least
fifteen (15) days in advance, Tenant shall have reasonable access, during normal
business  hours,  to  appropriate  books and  records of  Landlord  relating  to
Operating Expenses for the purpose of verifying,  at Tenant's sole expense,  any
Actual Operating Expense Statement.

     (f) OTHER  ADDITIONAL  RENT. All other sums of money or charges required to
be paid by Tenant to Landlord under this Lease shall be deemed  Additional  Rent
and shall be due and payable  fifteen days after  Landlord  gives Tenant  notice
thereof.  Tenant's  failure  to pay any sum or  charged  required  to be paid by
Tenant to  Landlord  under  this  Lease  when due shall  carry  with it the same
consequences  as  Tenant's  failure  to  pay  Monthly  Payments  and  any  other
Additional Rent payable hereunder when due.

5. USE.

     (a) PERMITTED USE. Except as provided in paragraph (b) below,  Tenant shall
use and occupy the  Premises  solely  for office  space  during the Term of this
Lease and for no other purpose without the prior written consent of Landlord.

     (b)  COMPLIANCE  WITH  LAW.   Tenant  (and  its  permitted   assignees  and
subtentants)  shall not use or permit the use of the  Building,  the Premises or
any part  thereof for any  disorderly,  unlawful or hazardous  purpose,  or in a
manner  which will  obstruct or  interfere  with the rights of other  tenants or
their  invitees or in any way injure or annoy them, or in any manner which would
tend to lower the  first-class  character of the building.  Tenant,  at its sole
cost and  expense,  shall  comply  promptly  with all present  and future  laws,
ordinances,  rules,  regulations,  orders or  requirements  of all  governments,
departments,  commissions,  boards  and  public  officers  which may  impose any
violation,  order or duty  (including  the duty to perform  alterations to or to
install  equipment in its Premises)  upon Landlord or Tenant with respect to the
Premises  or the  Building  arising out of Tenant's  use or  occupancy  thereof.
Tenant shall pay as Additional  Rent all costs,  expenses,  fines,  penalties or
damages  which may be imposed  upon  Landlord by reason of  Tenant's  failure to
comply with the provision of this  paragraph.  Landlord  assumes no liability or
responsibility  whatsoever  with  respect  to the  conduct or  operation  of the
business  conducted  in the  Premises.  Tenant shall not do or permit any act or
thing to be done to the Premises or to the  Building  which will  invalidate  or
cause an increase in the premium of any public  liability,  fire or other policy
of  insurance  at any time  carried by or for the  benefit of  Landlord or which
might  subject  Landlord to liability  for injury to any person or damage to any
property. If any increase in the premium of any public liability,  fire or other
policy of  insurance  is stated by any  insurance  company or by any  applicable
governmental  ratings  bureau to be due to any  activity  done or  permitted  by
Tenant in or to the Premises or the Building, such statement shall be conclusive
evidence that the increase in such premium is due to such  activity,  the Tenant
shall pay to Landlord the amount of such increase as Additional Rent.

     (c) SUITABILITY OF PREMISES.  Tenant hereby accepts the Premises, which may
be improved  by  Landlord  as  described  in Section  1(b),  in their  condition
existing  as of the  day  Tenant  takes  possession  hereunder,  subject  to all
applicable zoning,  local and State laws,  ordinances and regulations  governing
and regulating the use of the Premises and accepts the Lease subject thereto and
to all matters  disclosed  thereby and by any exhibits  attached hereto.  Tenant
acknowledges   that  neither   Landlord  nor  Landlord's   agent  had  made  any
representations  or  warranties  as to the  suitability  of the Premises for the
conduct of Tenant's business.

6. SECURITY DEPOSIT.

     The  Security  Deposit  shall  be the same  Deposit  which  Tenant  made to
Landlord with its lease dated April 10, 1990 and which Landlord hereby agrees to
transfer as Security  for the Lease (see Exhibit  "F").  Such  security  deposit
shall be  considered  as security for  obligations,  covenants,  conditions  and
agreements  under the Lease and shall be held by Landlord in an interest bearing
account.  Upon the  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
along with  interest  accrued to Tenant  less such  portion  thereof as Landlord
shall have  appropriated  to make good any default by Tenant with respect to any
of Tenant's aforesaid obligations,  covenants, conditions and agreements. In the
event of any default by Tenant hereunder during the term of this Lease, Landlord
shall have the right, but shall not be obligated, to apply all or any portion of
the  security  deposit to cure such  default,  in which  event  Tenant  shall be
obligated, promptly to deposit with Landlord the amount necessary to restore the
security deposit to its original amount. In the event of the sale or transfer of
Landlord's  interest in the  Building,  Landlord  shall have the  obligation  to
return  the  security  deposit to the Tenant or  transfer  said  deposit to such
purchaser  or  transferee,  in which  event  Tenant  shall  look only 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.
Landlord shall not be required to keep Tenant's  security  deposit in an account
separate from Landlord's own accounts.

7. SERVICES AND UTILITIES.

     Landlord shall furnish to Tenant reasonably adequate electricity,  exterior
window  cleaning  service  (as  required)  in  Landlord's  sole  and  reasonable
judgment,  and, provided the Premises are kept in good order by Tenant, cleaning
and char service in conformance with  specifications  attached hereto as Exhibit
"C" after 5:00 p.m.  on Monday  through  Friday  (exclusive  of New Year's  Day,
President's Day, Memorial Day,  Independence  Day, Labor Day,  Thanksgiving Day,
and Christmas Day).  Landlord shall not be responsible  for cleaning,  repair or
other  maintenance  (except  vacuuming)  of carpets,  rugs or drapes  within the
Premises,  whether provided by Landlord or not, and such items shall be the sole
responsibility  of  Tenant.  Landlord  shall  replace  light  bulbs or tubes for
Building  standard  lighting  fixtures  only.  Landlord  shall furnish rest room
facilities, necessary lavatory supplies and running water for the general use of
the  tenants of the  Building.  Landlord  shall  furnish  automatically-operated
elevator service and at least one elevator will be subject to call at all times.
Landlord shall furnish heat and air conditioning from 8:00 a.m. to 6:00 p.m., on
Monday through Friday  (exclusive of New Year's Day,  President's Day,  Memorial
Day,  Independence Day, Labor Day, Thanksgiving Day, and Christmas Day) and from
9:00 a.m. to 1:00 p.m. on Saturday,  during those  seasons of the year when such
services are normally and usually  furnished in comparable  office  buildings in
the Northern Virginia suburbs of the Washington, DC metropolitan area and within
the temperature ranges and in such amounts normally or usually furnished in such
comparable office buildings.  If Tenant requires heat or air conditioning beyond
the hours  specified by this  paragraph,  Landlord shall furnish such additional
heat or air  conditioning  upon  notice of such  requirement  given to  Landlord
(verbal,  written or by means of automated  system, as required by landlord from
time to time) no later than noon of the last  business day  preceding the day on
which Tenant requires such additional heat or air conditioning. Tenant shall pay
to  Landlord  as  Additional  Rent a  charge  for  such  additional  heat or air
conditioning in accordance  with  Landlord's  then current  schedule of charges,
which may be made and  changed  from  time to time  without  notice  to  Tenant.
Landlord  shall provide a security  system for the Building;  PROVIDED  HOWEVER,
that no  representation  or  warranty is made by  Landlord  with  respect to the
adequacy, completeness or integrity of the security system so provided. Landlord
reserves  the right to change or modify  the  security  system or guard  service
(including  right  to  substitute  one for the  other)  at any  time in its sole
judgment. Landlord shall not be liable in any respect for failure to furnish, or
for  suspension or delays in furnishing,  any of the services  described by this
paragraph as a result of breakdown,  maintenance,  repairs,  strike, riot, civil
commotion,  scarcity of labor or  materials,  acts of God or any cause or reason
whatever beyond the control of Landlord; nor shall any such failure,  suspension
or delay be deemed an  eviction,  actual or  constructive,  entitling  Tenant to
terminate this Lease or to any reduction or adjustment of rent hereunder. If any
public  utility or  governmental  authority  having  jurisdiction  shall require
Landlord  or Tenant to  restrict  consumption  of any  utility  or to reduce any
service for the Premises or the Building,  Landlord and Tenant shall comply with
such requirement without any reduction or adjustment of rent hereunder.

8. RULES AND REGULATIONS.

     Tenant and Tenant's agents, employees,  contractors,  invitees and licenses
shall  observe  faithfully  and comply  strictly with all  reasonable  rules and
regulations  promulgated  by  Landlord at any time and from time to time for the
general  well-being,  safety,  care  and  cleanliness  of the  Premises  and the
Building.  Landlord  shall put forth in best  efforts to enforce such rules upon
all tenants.  Nothing in this Lease shall be  construed to impose upon  Landlord
any duty or  obligation  to enforce any rule or  regulation  or any  covenant or
agreement in any lease as against any other  tenant,  and Landlord  shall not be
liable to Tenant for violation of the same by any other tenant of the Building.

9. ALTERATIONS.

     (a) APPROVAL BY LANDLORD.  Tenant shall not make, or cause to be made,  any
alterations,  installations (including floor coverings),  decorations (including
painting  and  wall   coverings),   replacements,   additions  or  improvements,
structural or otherwise, (hereinafter collectively referred to as "alterations")
in or to the  Premises  or the  Building  without the prior  written  consent of
Landlord  which  consent  shall  not  be  unreasonably  withheld.  Landlord  may
condition  such  consent  upon  Tenant's  written  agreement  to pay the cost of
additional  utility  consumption,  if any,  and to restore the  Premises and the
Building to the  condition  in which they were found  immediately  prior to such
alteration  and upon the  requirement  that  Tenant  post a security  deposit to
secure  performance of such agreement.  Landlord also may condition such consent
upon its  prior  approval  of  plans  and  specifications  and  contractors  and
subcontractors with respect to such alterations,  and such alterations shall not
be  commenced   until  such  plans  and   specifications   and  contractors  and
subcontractors  have been  submitted to and approved by Landlord.  Such approval
shall not be unreasonably withheld or delayed.  Upon such approval,  alterations
shall be  commenced  promptly,  performed  in a good and  workmanlike  manner in
accordance  with the approved plan and  specifications,  and diligently  carried
forward to completion.  Any alterations  performed by Tenant shall be subject to
Landlord's  inspection  and approval after  completion to determine  whether the
same comply with matters approved by Landlord.  It is understood and agreed that
any  alterations  performed  in or to the Premises or the  Building,  other than
Landlord's  Work,  shall be made on  behalf  of  Tenant,  and not on  behalf  of
Landlord,  and that  Tenant  shall be deemed the  "owner" and not the "agent" of
Landlord  with respect to such  alterations.  If any  alteration is performed by
Tenant  without the prior written  consent of Landlord,  Landlord may correct or
remove same and restore the Premises and the Building to the  condition in which
they were found  immediately  prior to such alteration at Tenant's sole cost and
expense,  and Tenant  shall pay to  Landlord  as  Additional  Rent all costs and
expenses incurred by Landlord for such correction or removal.

     (b) PERMITS AND INSURANCE  COVERING TENANT  ALTERATIONS.  Tenant  covenants
that any  alterations  which it shall perform  shall be in  conformity  with all
applicable  laws,  ordinances,  rules,  regulations,  orders or  requirements of
governmental  authorities  having  jurisdiction  and  all  applicable  insurance
requirements. Before commencing any alterations, Tenant shall obtain at its sole
cost  and  expense  all  permits,   approvals  and   certificates   required  by
governmental  authorities  having  jurisdiction  and promptly  shall  deliver to
Landlord  duplicates  of all such permits,  approvals,  and  certificates.  Upon
completion of any alteration  performed by Tenant,  Tenant shall obtain,  at its
sole cost and expense, certificates of final approval thereof and promptly shall
deliver to Landlord duplicates of all such certificates.  In connection with any
Tenant  alterations,  Tenant shall carry,  and shall cause its  contractors  and
subcontractors to carry, workmen's compensation, general liability, and personal
and property  damage  insurance  in such amounts and with such  companies as are
reasonably satisfactory to Landlord.

     (c) MECHANIC'S  LIENS.  Tenant shall obtain and deliver to Landlord written
and  unconditional  waivers  of  mechanics'  and  materialmen's  liens  upon the
Building and the Land for all labor and services  which have been  performed and
materials  which have been  furnished  in the  Premises  or in the  Building  in
connection   with  any   tenant   alterations,   signed   by  all   contractors,
subcontractors, materialmen and laborers. If, notwithstanding the foregoing, any
mechanic's or  materialmen's  lien is filed against the Building or the Land for
labor,  services or materials  claimed to have been  furnished for Tenant,  such
lien shall be discharged by Tenant within ten days after the filing thereof,  at
Tenant's  sole cost and expense,  by the payment  thereof or by posting the bond
required  by law.  If  Tenant  shall  fail so to  discharge  or  bond  any  such
mechanic's or  materialmen's  lien within the time agreed upon,  Landlord may do
so, at Tenant's sole cost and expense,  without  inquiring  into the validity of
such lien,  and Tenant  shall pay to Landlord as  Additional  Rent all costs and
expenses of same (including  reasonable  attorneys  fees).  Tenant's  failure to
discharge or bond any such mechanics' or  materialman's  liens shall be deemed a
default under this Lease,  and the discharge of any such lien by Landlord  shall
not be deemed to waive or release such default.

     (d) REMOVAL BY TENANT.  Unless otherwise agreed by Landlord and Tenant, all
alterations  in or to the  Premises  or the  Building,  whether  with or without
Landlord's  consent and whether  Landlord's  Work or Tenant  alterations,  shall
become the property of Landlord at the  expiration or  termination of this Lease
and shall be in good  working  order.  Unless  otherwise  agreed by Landlord and
Tenant,  Tenant shall not remove any such alterations.  Trade fixtures installed
by Tenant may be removed prior to the expiration or termination of this Lease if
all rents due herein are paid in full,  Tenant is not then  otherwise in default
hereunder, and Tenant restores the Premises to good condition.

     (e) INDEMNIFICATION.  Tenant hereby indemnifies and agrees to save harmless
Landlord and any mortgagee of the Building  against and from any cost,  expense,
lien, damage, claim or liability (including reasonable attorneys fees) which may
arise directly or indirectly by reason of the  performance of any alterations by
Tenant in or to the Premises or the Building.

10. CARE OF PREMISES.

     (a) REPAIRS AND  MAINTENANCE  BY  LANDLORD.  During the term of this Lease,
including  any  extensions  thereof,  and  during  any  period of  holding  over
hereunder,  Landlord, at its sole cost and expense, shall correct any structural
defects in the  foundation,  floor slab and walls of the  Premises,  upon notice
from Tenant of the necessity for same, and shall keep and maintain in good order
and  repair the  exterior  windows,  exterior  walls,  and  common  areas of the
Building, the fixtures and equipment serving the Building generally,  and sewer,
utility (other than telephone),  and water lines within the Building serving the
Premises.

     (b) REPAIRS AND MAINTENANCE BY TENANT.  Other than those elements for which
Landlord is specifically  responsible,  during the Term of this Lease, including
any extensions thereof, and during any period of holding over hereunder, Tenant,
at its sole cost and  expense,  shall keep and maintain the Premises in a clean,
safe and sanitary condition.

     (c) DAMAGE CAUSED BY TENANT.  Tenant shall be responsible for all damage or
injury to the Premises,  to the alterations and equipment therein or appurtenant
thereto, to alterations and equipment performed or installed by Tenant elsewhere
in the Building,  and to any part of the Building or to the Building's  fixtures
and equipment,  caused by or resulting from carelessness,  omission,  neglect or
improper conduct of Tenant, Tenant's agents, employees, contractors, invitees or
licensees.  Tenant shall repair  property so damaged or injured to a quality and
class equal to the original work or construction. In the event Tenant shall fail
within  thirty (30) days after  notice by Landlord to commence  such repairs and
diligently  pursue same to completion,  Landlord shall commence such repairs and
Tenant  shall pay the  Landlord  as  Additional  Rent an amount  equal to all of
Landlord's  costs and expenses of repairing damage or injury for which Tenant is
responsible hereunder.  In addition, if such repairs are performed by Landlord's
employees  or by more  than one  contractor,  Tenant  shall pay to  Landlord  as
Additional  Rent an amount  equal to 25 percent of  Landlord's  direct costs and
expenses of such repairs,  representing  Landlord' s administrative  costs and a
reasonable mark-up for providing such service. Tenant also shall pay to Landlord
as Additional  Rent the amount of rent payable by other tenants which is lost by
Landlord as a result of damage or injury to property caused by or resulting from
carelessness,  omission, neglect or improper conduct of Tenant, Tenant's agents,
employees,   contractors,  invitees  or  licensees.  The  above  provisions  are
additional  remedies  granted to Landlord and are not in limitation of any other
rights and  remedies  which  Landlord  may have under this Lease or at law or in
equity.  Notwithstanding  the foregoing,  Tenant shall not be liable to Landlord
for any cost,  expense or loss of rent under this  paragraph  to the extent that
Landlord is insured  against such hazards and damages under an insurance  policy
containing a waiver of subrogation clause and to the extent that the proceeds of
such insurance  actually  compensate  Landlord for such cost, expense or loss of
rent.

     (d) NOTICE OF DEFECTIVE CONDITION. Tenant shall give Landlord prompt notice
of any apparent defects to the foundations, floor slab and walls of the Premises
and of any apparent defective  condition in the plumbing,  heating or electrical
systems located in, servicing or passing through the Premises.

11. ACCESS TO PREMISES.

     (a)  TENANT'S  ACCESS.  Tenant  shall  have  access  to the  Premises  on a
full-time 24-hour basis, subject to such reasonable restrictions as Landlord may
impose for security or maintenance reasons.

     (b)  LANDLORD'S  ACCESS.  Landlord  and its agents  with  prior  reasonable
written or verbal  notice to Tenant shall have the right to enter (but shall not
be obligated to enter) the Premises at all reasonable  times to inspect same, to
make such repairs or  alterations  as Landlord may deem necessary and reasonably
desirable or in compliance with laws, ordinances, rules, regulations,  orders or
requirements  of any  governmental  authority  having  jurisdiction.  During the
progress of any repairs or  alterations  performed by Landlord in the  Premises,
Landlord  may take all  necessary  materials  and  equipment  into the  Premises
without the same  constituting an eviction,  actual or  constructive,  entitling
Tenant to terminate  this Lease,  to any reduction or adjustment of rent for the
period during which such work is in progress or to any damages by reason of loss
or interruption  of business or otherwise.  Tenant shall permit Landlord to use,
maintain,  and replace  pipes and  conduits in and through the  Premises  and to
erect new pipes and conduits  therewith.  Landlord shall have the right to enter
the Premises during normal  business  hours,  throughout the term of this Lease,
for the purpose of showing the same to  prospective  purchasers or mortgagees of
the  Building,  and during the last six months of the term,  for the  purpose of
showing  the same to  prospective  tenants  of the  Premises.  No lock  shall be
changed and no  additional  lock shall be placed  upon any door of the  Premises
without Landlord's prior written consent,  which consent may be conditioned upon
Tenant's  furnishing  to Landlord a duplicate  key to such changed or additional
lock.  If Tenant is not  present to open and permit an entry into the  Premises,
Landlord or its agents may enter the same,  whenever such entry may be permitted
by this Lease, by master key, keys provided by Tenant or forcibly, if necessary,
provided reasonable care is exercised to safeguard Tenant's property. All damage
done to the  Premises  by  Landlord's  permitted  forcible  entry as a result of
Tenant's  failure  to  provide a  duplicate  key to any lock  shall be  repaired
promptly by Landlord,  and Tenant shall pay to Landlord as  Additional  Rent the
cost of  expense  of such  repair.  If,  after  giving  or  receiving  notice of
termination or  non-extension  of this Lease,  as above  provided,  Tenant shall
remove all or  substantially  all of its property  from the  Premises.  Landlord
thereupon may enter the Premises and perform  alterations in and to same without
reduction or adjustment of rent and without liability to Tenant.

     (c) EMERGENCY  REPAIRS.  If, in order to prevent  damage to the Premises or
the Building, or to prevent harm to person or property in the Building, it shall
become  necessary  promptly to make any repair  within the  Premises  and Tenant
shall not be immediately available to permit entry, then Landlord may enter (but
shall not be  obligated  to enter) the  Premises  at any time for the purpose of
making such repair.

12. TENANT'S EQUIPMENT.

     (a)  ELECTRICAL  EQUIPMENT.  Tenant  shall not  install  or  operate in the
Premises or in the Building  any  electrically  operated  equipment or machinery
which  operates at a capacity of greater  than 120 volts/12  amps without  first
obtaining the written  consent of Landlord.  Landlord may condition such consent
upon (i) Tenant's agreement to pay the cost for additional wiring and facilities
occasioned  by the  operation of such  equipment or machinery  and (ii) Tenant's
securing  any  necessary  permits  from  governmental  authorities  and  utility
companies.  Tenant  shall not  install  or  operate  in the  Premises  or in the
Building any equipment or machinery which may affect the general use of any such
system  without first  obtaining the written  consent of Landlord.  Landlord may
condition  such  consent  upon  Tenant's  agreement  to pay the cost of  change,
replacements  or additions in Building  systems  necessary  for the operation of
such equipment or machinery.  Tenant shall not operate in the Premises or in the
Building any  equipment or machinery  which causes noises or vibration to such a
degree  as to be  objectionable  to  Landlord  or to  any  other  tenant  of the
Building.

     (b) EXCESS  ELECTRICAL  USAGE.  Tenant shall pay to Landlord as  Additional
Rent the cost of any  electricity  consumed by Tenant in excess of an average of
five watts per square foot of  approximate  rentable area of the Premises.  Upon
determining  Tenant's regular requirement of electricity in excess of an average
of five watts per square foot of  approximate  rentable area of the Premises per
month  Landlord  shall have the right to install a separate  meter  serving  the
Premises to measure Tenant's additional electrical consumption. Such meter shall
be installed,  maintained and read by Landlord.  Tenant shall pay to Landlord as
Additional Rent the cost and expense of installation,  maintenance,  and reading
of such meter.

     (c) HEAVY EQUIPMENT.  Tenant shall not place or install in the Premises any
equipment,  machinery  or  fixture  which  shall  place a load upon any floor in
excess of the floor load per square  foot of area which such floor was  designed
to carry.  Landlord  shall have the right to  prescribe  the  weight,  method of
installation,  and position of any heavy  equipment,  machinery or fixture which
Tenant  desires  to  place  or  install  in the  Premises.  Notwithstanding  any
prescription by Landlord, Tenant shall be liable to Landlord for any damage done
to the  Premises or the  Building by the  placement,  installation,  presence or
removal  of such heavy  equipment,  machinery  or  fixture  to the  extent  that
Landlord is not insured against such damage under an insurance policy containing
a waiver of  subrogation  clause and to the  extent  that the  proceeds  of such
insurance do not actually compensate Landlord for such damage.

13. SIGNS.

     No sign,  advertisement or notice shall be inscribed,  painted,  affixed or
otherwise  displayed  on any part of the inside or the  outside of the  Building
without the prior written  consent of the  Landlord,  which consent shall not be
unreasonably  withheld or delayed. If any such sign,  advertisement or notice is
nevertheless displayed by Tenant without Landlord's consent, Landlord may remove
such  sign,  advertisement  or  notice,  and  Tenant  shall pay to  Landlord  as
Additional Rent the cost and expense of such removal.

14. INSURANCE.

     (a)  INSURANCE  TO BE  PROCURED  BY  TENANT.  Tenant,  at its sole cost and
expense,  shall  obtain and maintain in effect all times during the term of this
Lease,  including  any renewals  thereof,  and during any period of holding over
hereunder, policies of insurance providing for the following coverages:

          (i) A policy covering Tenant's trade fixtures and equipment  installed
and located  within the Premises;  any  alterations  made by Tenant in or to the
Premises or the Building, whether or not removable by Tenant upon the expiration
or termination of this Lease, and all of the furnishings,  merchandise and other
contents  within the  Premises,  for the full  replacement  value of such items.
Coverage  shall at least insure against any and all perils  included  within the
classification "Fire and Extended Coverage" under insurance industry practice in
the state  wherein the  Building is located,  together  with  insurance  against
vandalism,  malicious  mischief and sprinkler leakage or other sprinkler damage.
Any proceeds of such insurance  insuring  alterations which are not removable by
Tenant upon the  expiration or  termination  of this Lease shall be used only to
repair or replace the items so insured or to compensate Landlord for their loss.

          (ii) A comprehensive  policy of general liability insurance protecting
against liability for bodily injury,  personal injury,  death or property damage
occurring  in or about any part of the  Premises or the Building or arising from
any of the acts set forth in Section 15 to the extend  such acts are  reasonably
insurable  under a  general  liability  policy,  with  such  policy to be in the
minimum amounts providing such coverages as are usual and customary.

     There  shall  be  a  single   occurrence   limit  of  One  Million  Dollars
($1,000,000.00) for all of the above coverages.

     (b) GENERAL PROVISIONS GOVERNING POLICIES. All insurance policies herein to
be  obtained  by  tenant  (i)  shall be  issued  by good and  solvent  insurance
companies licenses to do business in the state in which the Building is located;
(ii) shall be written as primary policy coverage and not contributing with or in
excess of any coverage which  Landlord or its  mortgagees  may carry;  and (iii)
shall insure and name  Landlord and any  mortgagee of the Building as additional
insureds as their  respective  interests  may appear.  Each and every  insurance
policy required to be carried  hereunder by or on behalf of Tenant shall provide
(and any  certificate  evidencing  the existence of each such  insurance  policy
shall certify) that,  unless  Landlord shall first have been given 30 days prior
written notice hereof; (i) such insurance policy shall not be canceled and shall
continue in full force and effect;  and (ii) no material  changes may be made in
such insurance policy. Upon request by Landlord, Tenant shall give to Landlord a
duplicate  original or certified copy of each policy, or renewal of a policy, of
insurance  required  herein to be obtained by Tenant,  together with evidence of
payment of all applicable premiums.  Neither the issuance of any policy required
hereunder  nor the minimum  limits  specified  herein  with  respect to Tenant's
insurance  coverage  shall be deemed to limit or  restrict  in any way  Tenant's
liability  arising under or out of this Lease.  The term  "insurance  policy" as
used  herein  shall be  deemed to  include  any  extension  or  renewal  of such
insurance  policy.  In the event that Tenant shall fail  promptly to furnish any
insurance coverage  hereunder required to be obtained by Tenant,  Landlord shall
have the right to obtain (but shall not obligated to obtain) the same and to pay
the premium for same for a period not to exceed one year in each  instance,  and
Tenant shall pay to Landlord the amount of such premium paid by Landlord.

     (c) WAIVER OF  SUBROGATION.  Landlord and Tenant hereby  release each other
from any claim for damage or loss to the Premises, the Building or any person or
property  caused  by or  resulting  from any  risks  insured  against  under any
insurance policies carried by Landlord or Tenant and in force at the time of any
such  damage or loss,  to the  extent  that  such  damage  or loss  actually  in
compensated by insurance proceeds, regardless of the cause of the damage or loss
(including  the  negligence  of  Landlord  or Tenant).  All  insurance  policies
required to be obtained and  maintained by Tenant under this Lease shall contain
an express wavier of any right of subrogation by the insurance  company  against
Landlord.  Likewise, all insurance policies obtained by Landlord with respect to
the Premises and the Building  shall  contain an express  waiver of any right of
subrogation by the insurance company against Tenant.

15. INDEMNITY.

     (a)  TENANT'S  INDEMNITY.  Tenant  hereby  indemnifies  and  agrees to save
harmless Landlord,  its agents and employees,  and any mortgagee of the Building
against and from any cost, expense,  lien, damage, claim or liability (including
attorneys  fees) arising from or in connection  with: (i) the  possession,  use,
occupancy, repair, maintenance or control of the Premises or any portion thereof
by Tenant or Tenant's  agents,  employees,  contractors,  invitees or licensees;
(ii) the business conducted in the Premises by Tenant; (iii) any act or omission
of Tenant or Tenant's agent, employees ,contractors,  invitees or licensees; and
(iv) any  default,  breach,  violation or  non-performance  of this Lease or any
provision thereof by Tenant.  Tenant, at its sole cost and expense, shall defend
any  and all  actions,  suits  and  proceedings  which  may be  brought  against
Landlord,  its agents or  employees,  or any  mortgagee  of the  Building,  with
respect to the  foregoing  or in which they may be  impleaded,  and Tenant shall
satisfy and  discharge  any and all  judgments,  orders and decrees which may be
recovered  against Landlord,  its agents or employees,  or any such mortgagee in
connection  with the  foregoing.  Tenant shall pay to Landlord the amount of any
cost,  expense,  damage,  claim or liability  incurred by Landlord against which
Tenant has indemnified Landlord thereunder. Notwithstanding any of the foregoing
sentences,  Tenant shall not be liable of any claims or liabilities  arising out
of the sole negligence of Landlord.

     (b) LANDLORD'S  INDEMNITY.  Landlord hereby  indemnifies and agrees to save
harmless Tenant, its agents and employees,  against and from any cost,  expense,
lien,  damage,  claim or  liability  (including  attorneys  fees) to the  extent
arising  from  or  in  connection  with  any  default,   breach,   violation  or
non-performance of this Lease or any provision therefor by Landlord. Landlord at
its  sole  cost  and  expense,  shall  defend  any and all  actions,  suits  and
proceedings which may be brought against Tenant,  its agents or employees,  with
respect to the foregoing or in which they may be impleaded,  and Landlord  shall
satisfy and  discharge  any and all  judgments,  orders and decrees which may be
recovered  against  Tenants,  its agents or employees,  in  connection  with the
foregoing.  Landlord  shall pay to  Tenant  the  amount  of any cost,  expenses,
damage,  claim or  liability  incurred  by Tenant  against  which  Landlord  has
indemnified Tenant hereunder.  Notwithstanding  any of the foregoing  sentences,
Landlord  shall not be liable for any claims or  liabilities  arising out of the
sole negligence of Tenant.

16. LIABILITY OF LANDLORD.

     Landlord and its agents,  employees and contractors  shall not be liable to
Tenant,  its  agents,  employees,  contractors,  invitees or  licensees  for any
damage, claim or liability arising from: (a) the necessity for making repairs to
the Premises or the Building and any  resultant  interruption  of the use of the
Premises or any part of the Building;  (b) accident or damage in connection with
the use or operation by any person of elevators or heating, cooling,  electrical
or plumbing  equipment in the Building;  (c) fire,  robbery,  theft,  mysterious
disappearance or any other casualty;  (d) leakage of water, steam, rain, snow or
any other  substance into or from any part of the Premises or the Building;  (e)
any failure of any security  system;  (f) any personal injury resulting from the
use, occupancy or condition of the Premises; or (g) termination of this Lease by
reason of the  destruction  of the  Premises;  provided,  however,  that nothing
herein  shall be construed to relieve  Landlord and its agents,  employees,  and
contractors from liability for gross negligence or willful  misconduct.  No such
event or events shall be deemed an eviction, actual or constructive,  and Tenant
shall not be entitled to terminate  this Lease or to any reduction or adjustment
of rent as a result of any such event or events. Any goods, property or personal
effects of Tenant,  its agents,  employees,  contractors,  invitees,  licensees,
customers,  family members or guests stored or place in or about the Premises or
the Building  shall be at the sole risk of the owner of such goods,  property or
personal effects, and Landlord shall not be responsible for same.

17. DAMAGE BY FIRE OR OTHER CASUALTY.

     (a) DUTY TO RESTORE.  If,  during the term of this Lease,  or any  renewals
thereof,  or any period of holding over hereunder,  the Premises or the Building
is damaged or rendered totally or partially  inaccessible or unusable by fire or
other  casualty,  this Lease shall continue in full force and effect,  except as
hereinafter  provided,  and Landlord diligently and as soon as practicable after
such damage  occurs  (taking  into account the time  necessary  to  effectuate a
satisfactory  settlement with any insurer involved with Landlord exercising good
faith  efforts to attain a  settlement  as soon as  reasonably  possible)  shall
restore  and repair the  Premises  and the  Building to  substantially  the same
condition  in  which  they  were  found  prior to such  fire or other  casualty,
exclusive  of  alterations  required  to  be  restored  or  repaired  by  Tenant
hereunder.  If such fire or other  casualty was not caused by the  carelessness,
omission,  neglect or improper conduct of Tenant or Tenant's agents,  employees,
contractors,  invitees or licensees,  Landlord shall bear the costs and expenses
of such  restoration  and repair.  If however  such fire or other  casualty  was
caused by the carelessness,  omission,  neglect or improper conduct of Tenant or
Tenant's agents, employees,  contractors' invitees or licensees, then Tenant, to
the extent such actions  contributed to such fire or other casualty,  shall bear
the cost and  expense  of such  restoration  and  repair.  If this  Lease is not
terminated,  as  hereinafter  provided,  Tenant  shall  restore and  repair,  at
Tenant's  sole cost and  expense,  any  alterations  made by Tenant in or to the
Premises  or the  Building  which  are  damaged  or  destroyed  by fire or other
casualty  during the term of this  Lease or during  any  period of holding  over
hereunder to substantially  the same condition in which they were found prior to
such fire or other  casualty or Tenant shall request  alterations  thereto which
are  subject to  Landlord's  reasonable  consent.  Tenant  shall be bound by the
provisions  of  Article 9 of this  Lease in  making  any  restoration  or repair
required or permitted by this paragraph.

     (b) RIGHT TO TERMINATE.  Landlord shall have the right, at its sole option,
to terminate  this Lease by giving notice of such  termination  to Tenant within
ninety (90) days from the date of such  damage if (a)  settlement  of  insurance
claims and Landlord's  restoration and repair of the Premises damaged by fire or
other casualty  cannot be fully  completed  within 90 days from the date of such
damage of (b) the Building  shall be so damaged by fire or other  casualty  that
substantial  reconstruction  of the  Building  is  required  (whether or not the
Premises have been damaged or rendered untenantable or inaccessible). This Lease
shall terminate immediately upon the giving of such notice.

     Tenant shall have the right, at its sole option, to terminate this Lease by
giving notice of such termination to Landlord within 90 days of the date of such
damage if (a) Landlord's  restoration and repair of the Premises damaged by fire
or other  casualty  cannot  be  completed  within  90 days from the date of such
damage, if an and only if such damage id not arise out of any willful, careless,
negligent, or improper act of Tenant or Tenant's agents, employees, contractors,
invitees  or   licenses.   For  the   purposes   of  this  Lease,   "substantial
reconstruction"  shall mean reconstruction which is reasonably estimated to cost
in excess of 25 percent of the replacement value of the Building.

     (c) RENT  ABATEMENT.  If this Lease is not  terminated in the event of such
fire or the  casualty,  and  provided  that such fire or other  casualty was not
caused by or did not result  from  carelessness,  omission,  neglect or improper
conduct  of Tenant or  Tenant's  agents,  employees,  contractors,  invitees  or
licensees,  until the  restoration  and  repair of the  Premises  (exclusive  of
alterations for which Tenant is responsible  hereunder or which Tenant elects to
perform)  is  completed,  Tenant  shall pay any rent  whether  characterized  as
Monthly  Payments or  Additional  Rent only for that part of the  Premises  that
Tenant is able to use while restoration and repair is made, based upon the ratio
that the amount of area usable by Tenant  compared to the usable  square feet of
the Premises  determined  pursuant to Section 1(a) above.  So long as this Lease
shall  remain  in  effect,  Tenant  shall be  entitled  to a  reduction  of rent
hereunder  only to the extent that such fire or other casualty was not caused by
or was not resulting from carelessness, omission, neglect or improper conduct of
Tenant or Tenant's agents, employees, contractors, invitees or licensees.

18. CONDEMNATION

     If all or a substantial  part of the Premises is taken or condemned for all
public or  quasi-public  use or purpose by any competent  authority,  this Lease
shall  terminate  as the  date of such  taking  or  condemnation,  and the  rent
required otherwise to be paid by Tenant hereunder shall be abated as of the date
of such taking.  If less than a substantial  part of the Premises is so taken or
condemned,  the rent required to be paid by Tenant  hereunder shall be equitably
adjusted  based upon the ratio that the amount of rentable  square feet shall be
equitable  adjusted based upon the ratio that the amount of rentable square feet
remaining  available  for  Tenant's  use and  occupancy  after  such  taking  or
condemnation  bears  to the  rentable  square  feet of the  Premises  determined
pursuant to Section 1(a) above,  and this Lease otherwise shall continue in full
force and effect.  In either event,  Tenant shall have no claim against Landlord
for the value of the unexpired  portion of the term of this Lease.  Tenant shall
have no claim or right to any  portion  of the  amount  that may be  awarded  as
damages or paid as a result of any such taking or  condemnation,  and all rights
of  Tenant  to  damages  therefor,  if any,  are  hereby  assigned  by Tenant to
Landlord.  Tenant, however, shall be entitled to claim, prove and receive in the
condemnation  proceedings  such awards as may be allowed for alterations made by
Tenant in or to the Premises of the Building  which are removable by Tenant upon
the expiration or  termination  of this Lease,  or for any other type of special
damages allowable by law to Tenant, but only if any and all such awards shall be
made by the  condemnation  court in addition to and stated  separately  from the
award  made by it for the  Building  and the land on which  it  stands,  or part
thereof,  so taken. For the purposes of this article,  a substantial part of the
Premises  shall be  deemed to have been  taken if more  than 50  percent  of the
approximate  rentable square feet of the Premises determined pursuant to Section
1(a) above is  unusable  by Tenant as a direct  result of such  taking.  For the
purposes  of  this  Section,  any  purchase  by a  competent  authority,  or its
designee,  of all or part of the  Premises,  in lieu of taking  or  condemnation
thereof under powers of eminent  domain,  shall be deemed to be an actual taking
or condemnation thereof.

19. SURRENDER OF PREMISES

     Upon the  expiration of  termination  of this Lease,  Tenant shall quit and
surrender the Premises broom clean and in good condition, ordinary wear and tear
and damage by fire or other casualty excepted.  Landlord shall have the right to
retain,  at no cost to Landlord,  any Tenant  alterations or improvements to the
Premises constituting Landlord's Work. Tenant shall remove from the Building all
personal  property  (other  than  any  property  constituting  Landlord's  Work)
belonging  to Tenant or Tenant's  agents,  employees,  contractors,  invitees or
licensees,  and if Tenant fails to remove any such  property  from the Building,
such property shall be deemed to have been abandoned,  and Landlord, at its sole
option,  may  retain  possession  thereof or may cause the same to be removed at
Tenant's sole cost and expense. Tenant agrees to reimburse Landlord for the cost
of such removal  together  with any and all damages  which  Landlord may sustain
thereby.  Tenant's obligation to perform the covenants contained in this Section
shall survive the expiration or termination of this Lease.

20. ASSIGNMENT, SUBLETTING

     (a) Tenant (and its permitted  assignees and subtenants)  shall not assign,
mortgage or encumber this Lease, or sublease the Premises, or permit the same or
any part  thereof to be used by others,  without  the prior  written  consent of
Landlord in each instance, nor shall any assignment or transfer of this Lease or
the right to occupancy hereunder be effectuated by operation of law or otherwise
without the prior  written  consent of  Landlord.  Any  attempted  or  purported
assignment,  mortgage  or  encumbering  of this  Lease or of  Tenant's  interest
hereunder and any  attempted or purported  subletting or grant of a right to use
or occupy all or any portion of the Premises  without the prior written  consent
of  Landlord  shall be null and void and shall not confer  any  rights  upon any
purported assignee, mortgagee,  transferee,  sublessee or occupant. Tenant shall
give notice to Landlord of any  proposed  sublease or  assignment  not less than
fifteen  (15) days prior to the  effective  date of such  proposed  sublease  or
assignment,  and such notice shall  include a copy of the  proposed  sublease or
assignment.  Landlord  shall approve or disapprove of such request no later than
ten (10) days after  receipt of such  request.  Landlord's  consent shall not be
unreasonably withheld or delayed.

     (b) Landlord  shall approve of a proposed  sublease in accordance  with the
terms of Paragraph  20(a) hereof if (i) such  sublease is expressly  subject and
subordinate to this Lease;  (ii) such sublease  provides that the subtenant must
abide by all of the terms and  conditions  of this  Lease;  (iii) such  sublease
provides that any expiration or  termination of this Lease shall  extinguish the
sublease as well;  (iv) the rent payable to Tenant  under such  sublease for any
subleased  space be no less than the pro rata rent  payable by Tenant  hereunder
for such space; (v) if the net rent (i.e.,  rental and other  consideration less
all fees,  costs and  related  expenses  incurred by tenant in  completing  said
sublease and delivering the sublease  premises to the new subtenant)  payable to
Tenant under such sublease  space  exceeds the rent payable by Tenant  hereunder
for such space,  the sublease  must provide that Tenant shall pay to Landlord as
Additional  Rent One-half of the amount of any such net excess (and/or other net
consideration in addition to rent) paid by Tenant on the first day of each month
following receipt by Tenant of any such payment; (vi) the proposed subtenant has
a credit rating satisfactory to Landlord, in Landlord's reasonable Judgment; and
(vii) the proposed  subtenant  is engaged in a business or activity  which would
not tend to lower the first-class character of the Building.

     (c) In the event that a proposed  sublease  is not  approved by Landlord in
accordance with the criteria set forth herein, then in that event Landlord shall
have the right to elect,  within ten (10)  additional  days  thereafter,  (a) to
terminate this Lease with respect to that portion of the Premises (including the
whole thereof) for which a sublease is proposed,  (b) to sublet from Tenant that
portion of the  Premises for which a sublease is proposed at the rent then being
paid by Tenant for such portion by a proportionate  reduction or rent payable by
Tenant as  hereinafter  set forth,  or (c) to consent or refuse  consent to such
proposed sublease.  If Landlord shall elect to terminate this Lease with respect
to any portion of the  Premises  for which  Tenant has proposed a sublease or to
sublet such potion of the Premises , Tenant shall  surrender to Landlord for the
term of the sublease  such portion of the Premises on the  commencement  date of
the proposed sublease,  and thereafter the Base Annual Rent, Additional Rent and
all other related financial  matters shall be appropriately  adjusted based upon
the ratio that the rentable area of the Premises remaining after such surrenders
bears to the rentable  area of the Premises  first  herein  recited.  This Lease
otherwise shall continue in full force and effect.

     (d) If this Lease is  assigned,  or if the  Premises or any part thereof is
sublet or occupied by any person,  firm or  corporation  other than Tenant,  and
Landlord,  if permitted,  fails to elect to terminate this Lease with respect to
the applicable portion of the Premises so transferred, Landlord may collect rent
from the assignee,  subtenant or occupant and apply the net amount  collected to
the account of rent  payable by Tenant  under this Lease and any excess shall be
promptly  paid to  Tenant,  but no such  assignment,  subletting,  occupancy  or
collection  shall  be  deemed a waiver  or  release  of  Tenant's  covenants  or
obligations under this Lease.

     (e) Notwithstanding any other section in this Article 20, Tenant shall have
the right to sublet space to XEN, Inc. without  Landlord's  approval and without
sharing any of its "profits" if there are any, with Landlord.

21. DEFAULT OF TENANT

     (a)  DEFAULT  DEFINED.  A default  under this Lease shall be defined as the
occurrence of any one or more of the following events (a "Default").

          (i) Tenant's  failure to pay any installment of the Monthly Payment or
Additional  Rent on or  before  the date on which  such  installment  is due and
payable  under  this  Lease,  although  no legal or formal  demand has been made
therefor;

          (ii)  Tenant's  violation  of, or failure to perform,  any other term,
condition, covenant or agreement under this Lease;

          (iii) The appointment of a receiver or custodian for any or all of the
property or assets of Tenant,  the institution of a foreclosure  action upon any
real or  personal  property of Tenant or the filing of an  involuntary  petition
against  Tenant as the subject  debtor under the  bankruptcy  provisions  of the
United States Code (the "Bankruptcy  Code") or under this insolvency laws of any
State,  District,  Commonwealth  or Territory of the United States  ("Insolvency
Laws") which either is not dismissed  within 30 days of filing or results in the
issuance of an order for relief against the debtor within 30 days of filing;

          (iv) The filing of a voluntary  petition  under the  provisions of the
Bankruptcy Code or Insolvency Law by Tenant; or

          (v) The  making or  consenting  to an  assignment  for the  benefit of
creditors or a common law composition of creditors by Tenant.

     (b) LANDLORD'S REMEDIES.  Should a Default occur under this Lease, Landlord
may pursue any or all of the following remedies:

          (i) TERMINATION OF LEASE.  Landlord may terminate this Lease by giving
notice of such termination to Tenant, (1) if Tenant is in default due to failure
to pay Monthly Payment(s) or Additional Rent when due, or (2) if Tenant fails to
cure any  nonmonetary  default  within ten days after such notice (which ten day
period shall be extended for such additional period of time as reasonably may be
necessary  to cure such  default if by its nature such  default  cannot be cured
within such ten day period,  so long as, however,  Tenant shall commence to cure
such default  within such ten day period and shall  proceed  diligently  to cure
same); PROVIDED, HOWEVER, that this subparagraph may not be invoked while a case
under the  Bankruptcy  Code is pending in which  Tenant is the  subject  debtor,
unless  Tenant or its  Trustee  in  Bankruptcy  is  unable  to  comply  with the
provisions of subparagraph 21 (b)(vi), 21 (b)(vii), and 21 (b)(viii) below. Upon
the giving of notice,  this Lease shall  terminate and Tenant shall be obligated
to quit and  surrender  the  Premises.  Any  other  notice  to quit or notice of
Landlord's  intention  to  re-enter  is hereby  expressly  waived by Tenant.  If
Landlord  elects to terminate this Lease,  all covenants and  agreements  herein
made by  Landlord  shall  cease  without  prejudice  to the right of Landlord to
recover from Tenant all rent accrued to the time of  termination  or recovery of
possession  of the  Premises  by  Landlord,  whichever  is later,  and any other
monetary damages or loss sustained by Landlord,  including,  but not limited to,
loss of rent, costs of advertising,  commissions, physical alterations, and rent
concessions of any kind.

          (ii) SUIT FOR POSSESSION.  Upon  termination of this Lease pursuant to
subparagraph  21(b)(i),  Landlord  may  proceed  to  recover  possession  of the
Premises under and by virtue of the provisions of the laws of the state in which
the Building is located,  or by such other  proceedings,  including re-entry and
possession, as are permitted by law.

          (iii)  RELETTING OF PREMISES.  Should this Lease be terminated  before
the  expiration of the term of this Lease,  including any renewals  thereof,  by
reason of Default of Tenant,  the Premises may be relet by Landlord or such rent
and upon  such  terms as are  reasonable  under the  circumstances.  If the full
amount of rent payable by Tenant under this Lease and costs, expenses or damages
sustained  by  Landlord  as a result of Default of  Tenant,  including,  without
limitation,   additional   administrative  costs,   reasonable  attorneys  fees,
brokerage  fees and  expenses of placing the  Premises in  first-class  rentable
condition,  shall not be realized by landlord  through  such  reletting,  Tenant
shall be liable for any deficiency in such amount. In preparing the Premises for
such reletting,  Landlord,  at its sole option,  may make such  alternations and
repairs in and to the Premises as Landlord considers advisable and necessary for
the purpose of reletting same, and the making of such alterations and/or repairs
shall not operate or be construed to release  Tenant from  liability  hereunder.
Landlord  shall not be liable to Tenant for failure to relet the Premises or, in
the event the  Premises  are  relet,  for  failure  to  collect  rent under such
reletting.  Tenant shall not be entitled to receive any excess o rent  collected
by Landlord  under such reletting over the full amount of rent payable by Tenant
under this Lease and costs,  expenses  or damages  sustained  by  Landlord  as a
result of Default of Tenant.

          (iv) ADDITIONAL  SECURITY.  If, for three months of any period of four
consecutive months,  Tenant shall fail to pay any monthly installment of rent on
or before  the tenth day of the month in which  such  payment  is due under this
Lease,  Landlord  may declare the total amount of monthly  installments  of rent
payable under this Lease for either the six months immediately  following or the
last six  months of the Lease Term to be due and  payable  within ten days after
Landlord  gives  notice  to  Tenant  of such  action.  For the  purpose  of this
subparagraph,  the term  "monthly  installment  of rent" shall mean the total of
monthly installments of Base Annual Rent and Additional Rent payable for a month
under  this  Lease.   Landlord  shall  hold  any  amount   received  under  this
subparagraph  in escrow,  to be applied to satisfaction of Tenant's rent account
for such six-month period (whether such period be for the six months immediately
following or the last six months of the Lease Term) as each  installment of rent
otherwise  shall become due and payable.  This  subparagraph  may not be invoked
while a case under the Bankruptcy Code is pending in which Tenant is the subject
debtor.

          (v) MONETARY DAMAGES. Any damage or loss of rent sustained by Landlord
as a result of Default of Tenant may be  recovered by  Landlord,  at  Landlord's
option, at the time of reletting all or a portion of the Premises or in separate
action,  or from time to time,  as said damage or loss shall have been made more
easily  ascertainable  by partial,  initial or  successive  relettings,  or in a
single  proceedings  deferred until the expiration of the term of this Lease, or
any renewals  thereof,  (in which event Tenant  hereby  agrees that the cause of
action  shall be deemed to accrue upon the  expiration  or  termination  of this
Lease), or in a single  proceedings prior to either the time of reletting or the
expiration of the term of this Lease, or any renewals  thereof,  in any of which
events  Tenant  agrees to pay to Landlord,  as agreed  liquidated  damages,  the
present value,  at ten percent per annum,  of rent which would have been payable
from  the end of the  period  for  which  Tenant  has  paid  rent  to the  Lease
Expiration Date. Upon payment of such agreed liquidated damages, Tenant shall be
under no further  liability  with  respect to such  period.  In the event Tenant
shall  become  the  subject  debtor in a case  under the  Bankruptcy  Code,  the
provisions  of this  subparagraph  may be  limited by the  limitation  of damage
provisions of the Bankruptcy Code.

          (vi)  ASSUMPTION OR  ASSIGNMENT BY TRUSTEE.  In the event Tenant shall
become the subject debtor in a case under the Bankruptcy Code,  Landlord's right
to terminate this Lease pursuant to  subparagraph  21 (b)(i) shall be subject to
the rights of the Trustee in  Bankruptcy  to assume or assign  this  Lease.  The
Trustee  shall not have the right to assume or  assign  this  Lease  unless  the
trustee (a)  promptly  cures all Defaults of Tenant;  (b)  promptly  compensates
Landlord for monetary  damages  incurred as a result of such  Defaults;  and (c)
provides adequate assurance of future performance.

          (vii) ADEQUATE  ASSURANCE OF FUTURE  PERFORMANCE.  Landlord and Tenant
hereby agree in advance that adequate assurance of future  performance,  as used
in subparagraph 21 (b)(vi) above,  shall mean that all of the following  minimum
criteria  must be met:  (a) the Trustee or Tenant must pay to  Landlord,  at the
time the next monthly  installment of rent is due under this Lease,  in addition
to such  monthly  installment  of rent,  an amount  equal to the total amount of
monthly  installments  of rent  payable  under this  Lease for the three  months
immediately  following,  and  Landlord  shall hold said  amount in escrow  until
either the Trustee or Tenant  defaults in its  payments of rent under this Lease
(whereupon  Landlord  shall have the right to apply  funds held in escrow to any
deficiency  in  Tenant's  rent  account) or until the  expiration  of this Lease
(whereupon  such funds shall be  returned  to the  Trustee or  Tenant);  (b) the
Tenant or Trustee  must agree to pay to  Landlord,  at any time the  Landlord is
authorized  to and does apply the funds as  escrowed,  the amount  necessary  to
restore such escrow account to the original level required by this subparagraph;
(c) the  Trustee  must agree that  Tenant's  business  shall be  conducted  in a
first-class   manner  and  that  no   liquidating   sale   auctions,   or  other
non-first-class  business operation shall be conducted in the Premises;  (d) the
trustee  or Tenant  must agree  that the use of the  Premises  as stated in this
Lease will remain unchanged;  and (e) the Trustee must agree that the assumption
or  assignment  of this  Lease  will not  violate  or affect the rights of other
tenants in the Building. For the purpose of this subparagraph, the term "monthly
installment of rent" shall mean the total of monthly installments of Base Annual
Rent and Additional Rent for a month under this Lease.

          (viii) FAILURE TO PROVIDE  ADEQUATE  ASSURANCE.  In the event Tenant's
Trustee is unable (a) to cure Tenant's Defaults,  (b) to compensate Landlord for
Landlord's  monetary  damages,  (c) to pay the rent due under this Lease without
Default  and (d) to meet the  criteria  and  obligations  imposed by 21 (b)(vii)
above,  then Tenant agrees in advance that its Trustee has not met its burden to
provide  adequate  assurance  of  future  performance,  and  this  Lease  may be
terminated by Landlord in accordance with subparagraph 21 (b)(i).

     (c) LANDLORD'S RIGHT TO PERFORM FOR ACCOUNT OF TENANT. If Tenant shall fail
to make any payment or to do any act  required by this Lease,  Landlord may (but
shall not be required to) make such payments or do such act for and on behalf of
Tenant.  Tenant agrees to pay to Landlord the amount of any such payment and the
cost of expense of any such act  (including  without  limitation  attorney fees)
paid or  carried  out by  Landlord  on  Tenant's  behalf and  interest  thereon,
computed from the date of Landlord's payment of such item to the date of payment
to  such  item  by  Tenant,  at a rate  which  shall  be the  lesser  of (i) two
percentage  points in excess of the "prime rate"  charged by Crestar Bank on the
date such item  becomes  due and  fluctuating  thereafter  as the  "prime  rate"
charged by said Bank may change  from time to time or (ii) the  maximum  rate of
interest then allowed by law.

     (d) WAIVER.  If Landlord  shall  institute a proceeding  against  Tenant in
enforcement  of the provisions of this Section and a compromise or settlement of
such proceeding shall be made, the election so to compromise or settle shall not
constitute a waiver of any  condition,  covenant or agreement  set forth by this
Lease or of any other  rights of Landlord  hereunder.  Waiver by Landlord of its
remedy for any breach of any condition,  covenant or agreement set forth by this
Lease shall not operate as a waiver of such condition,  covenant or agreement or
of Landlord's right to remedy for any subsequent breach thereof.  The receipt by
Landlord  of rent with  knowledge  of the breach of any  condition,  covenant or
agreement  of this  Lease  shall not be deemed a waiver  of such  breach  and no
provision  of this Lease shall be deemed to have been waived by Landlord  unless
such waiver is in writing  signed by  Landlord.  Payment by Tenant or receipt by
Landlord of a lesser  amount than the amount or rent then due and payable  shall
be deemed to be on account of the earlier installment of rent due at the time of
such payment.  Landlord's  acceptance of any payment in a lesser amount than the
amount  of rent  then  due  and  payable  shall  not be  deemed  an  accord  and
satisfaction,  and  Landlord  may  accept  such  payment  without  prejudice  to
Landlord's  right to recover  the  balance  due and to pursue  any other  remedy
provided in this Lease.  No act or thing done by landlord or  Landlord's  agents
during the term of this Lease shall be deemed an  acceptance  of a surrender  of
the Premises, and no agreement to accept such surrender shall be valid unless in
writing  signed by  Landlord.  No employee  or agent of Landlord  shall have any
power to accept the keys of the Premises  prior to the expiration or termination
of this Lease,  and the delivery of keys to any such employee or agent shall not
operate as a termination of the Lease or a surrender of the Premises.

     (e) EFFECT OF DEFAULT ON TENANT'S RIGHTS. For so long as a Tenant's Default
exists and  remains  uncured  by Tenant,  Tenant  hereby  forfeits  its right to
exercise any provision hereof or any amendment made hereto.

     (f) ADDITIONAL  REMEDIES.  The rights and remedies of Landlord specified by
this Lease shall be in addition to any other fright and remedy now and hereafter
provided  by law.  All such  rights and  remedies  shall be  cumulative  and not
exclusive of each other,  and Landlord may exercise  such rights and remedies at
such  times,  in such  order,  to such  extent  and as often as  Landlord  deems
advisable,  without  regard  to  whether  the  exercise  of one  right or remedy
precedes, concurs with or succeeds the exercise of another.

22. FORCE MAJEURE

     Except as expressly  provided  otherwise  in this Lease,  in the event that
Landlord  or  Tenant  is in  any  way  delayed  interrupted  or  prevented  from
performing any of its non-monetary  obligations under this Lease and such delay,
interruption or prevention is due to fire, act of God,  strike,  civil commotion
or insurrection, war, failure of public utilities, governmental act (not arising
from a party's acts or omissions) or other cause (similar or dissimilar) outside
the  reasonable  control of such  party,  then the time for  performance  of any
affected  obligations by such party shall be extended for a period equivalent to
the period of such unavoidable delay, interruption or prevention.

23. HOLDING OVER

     If Tenant, with the knowledge and consent of Landlord,  continues to remain
in the  Premises  after the  expiration  of the Term,  including  any  extension
thereof,  Tenant thereupon shall become a  month-to-month  tenant at the Monthly
Payment in effect at the  expiration of the Term and  Additional  Rent in effect
during the last year of the Term.  During such  month-to-month  tenancy,  Tenant
shall give to Landlord at least  thirty (30) days prior  notice of its intent to
quit the  Premises,  and,  if Tenant is not then in default  under  this  Lease,
Tenant  shall be entitled to at least  thirty (30) days prior notice to quit the
Premises.  Tenant shall not be entitled to any notice to quit the Premises if it
shall be then in default  under  this  Lease,  the usual 30 days  notice to quit
being hereby  expressly  waived.  As a  month-to-month  tenant,  Tenant shall be
subject to all other terms, conditions, covenants and agreements of this Lease.

24. COVENANT OF QUIET ENJOYMENT

     Landlord  covenants  that it has the right to make this  Lease for the term
aforesaid  and  that,  if  Tenant  shall  pay the  rent and  perform  all of the
covenants,  terms,  conditions  and  agreements of this Lease to be performed by
Tenant,  Tenant,  during the term hereby created,  shall freely occupy and enjoy
the full possession of the Premises without molestation or hindrance by Landlord
or any party claiming through or under Landlord.

25. SUBORDINATION

     This Lease is subject and  subordinate  to all ground or underlying  leases
and to all  mortgages  and deeds of trust  (including  those which secure either
construction  or  permanent  financing)  which may now or  hereafter  affect the
Building and to all renewals,  modifications,  consolidations,  replacement  and
extensions  thereof.   This  clause  shall  be  self-operative  and  no  further
instrument of subordinations shall be necessary.  Nevertheless,  in confirmation
of such subordination,  Tenant, at Landlord's  request,  promptly shall execute,
acknowledge  and deliver any instrument  that has for its purpose and effect the
subordination  of this  Lease  to any  such  lease,  mortgage  or deed of  trust
provided  that  Tenant  obtains  a  non-disturbance  agreement.   Tenant  hereby
constitutes and appoints  Landlord as Tenant's  attorney-in-fact  to execute any
such  instrument  for and on behalf of Tenant.  Any  mortgagee or trustee  shall
recognize  this  Lease  and in the  event of any  foreclosure  sale  under  said
mortgage  or deed of trust this Lease  shall  continue in full force and effect.
Tenant  hereby  waives  the  provisions  of any  statute  or  rule of law now or
hereafter  in effect  which  purports to give Tenant the right to  terminate  or
otherwise  affect  this  Lease and the  obligations  hereunder  in the event any
proceeding for the foreclosure of any mortgage or deed of trust  encumbering the
Building is instituted or completed.

26. NO REPRESENTATION

     Tenant acknowledges that neither Landlord nor any broker, agent or employee
of Landlord has made any  representations or promises with respect to any matter
or thing  affecting or related to the Premises or the Building  except as herein
expressly  set forth,  and no rights,  privileges,  easements  or  licenses  are
acquired by Tenant except as herein expressly provided. Tenant acknowledges that
the taking of possession of the Premises  shall be conclusive  evidence that the
said  Premises and the Building were in good and  satisfactory  condition at the
time such possession was so taken, except as to latent defects, if any.

27. ESTOPPEL CERTIFICATE

     Within five days after  Landlord  shall  request  same by giving  notice to
Tenant, at any time and from time to time, Tenant shall execute, acknowledge and
deliver to Landlord,  without charge, a statement in writing which shall contain
substantially the following provisions: (a) that this Lease is unmodified and 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);  (b) that
Tenant accepts the Premises and the improvements therein; (c) a statement of the
dates to which rent and any other  charges  hereunder  have been paid by Tenant;
(d) a  statement  as to  whether  or not,  to the  best of  Tenant's  knowledge,
Landlord  is in  default  in the  performance  of  any  condition,  covenant  or
agreement  set forth by this Lease and, if so, each such default of which Tenant
has  knowledge;  (e) a statement  that Tenant will not attempt to terminate this
Lease by reason of Landlord's  default or omission without giving notice of such
default  or  omission  to  Landlord  and any  mortgage  or deed of  trust of the
Building of which Tenant has knowledge; and (f) a statement of the address to/at
which notice to Tenant should be delivered, sent or left. Any such statement may
be relied upon by any owner of the Building,  any  prospective  purchaser of the
Building,  any  mortgagee  or  prospective  mortgagee  of  the  Building  or any
prospective assignee of any mortgagee.

28.  RESERVATION OF RIGHTS

     Landlord hereby reserves to itself and its successors and assigns the right
(a) to change the name of the  Building;  (b) to change the  arrangement  and/or
location of  entrances,  passageways,  doors,  doorways,  corridors,  elevators,
stairs, bathrooms or other public areas of the Building; (c) to erect, maintain,
and use pipes and  conduits  in and through  the  Premises;  and (d) to grant to
anyone the right (even to the  exclusion  of others) to conduct  any  particular
business or  undertaking  in the  Building so long as  Landlord's  rights do not
adversely  effect  Tenant's  ability to conduct  it's  business.  Tenant  hereby
consents to the  reservation  of all such rights and agrees  that  Landlord  may
exercise  any or all such rights  without  the same  constituting  an  eviction,
actual or constructive.

29.  GOVERNING LAW

     This Lease shall be construed and enforced in  accordance  with the laws of
the state in which the Building is located.  It is expressly  understood that if
any present or future law, ordinance,  regulation or order requires an occupancy
permit for the Premises  other than that in effect at the  commencement  of this
Lease, Tenant will obtain such permit at Tenant's sole cost and expense.

30. NOTICES

     Unless notice of a change of address is given pursuant to the provisions of
this Section, all notices or other communications  hereunder shall be in writing
and  shall be deemed  duly  given if  delivery  in  person  or upon  receipt  by
certified or registered  mail,  return receipt  requested  first-class,  postage
prepaid, addressed to Landlord or Tenant, as the case may be, as follows:

If to Landlord, to:             William B. Fetsch
                                President
                                Fetsch Commercial Realty, Inc.
                                5285 Shawnee Road, Suite 401
                                Alexandria, Virginia  22312

with a copy to:                 Robert E. Falb, Partner
                                Robins, Kaplan, Miller & Ciresi
                                1801 K St., NW, Ste. 1200
                                Washington, DC  20006

If to Tenant, to                (As specified on page one of this Lease)

31. LIMITATION OF LIABILITY

            Tenant  agrees that the  liability  of Landlord to Tenant under this
Lease is limited solely to the assets of the limited  partnership which owns the
Building and the leasehold  interest in the land on which it stands and that the
partners  thereof  shall have no personal  liability  under this  Lease.  Tenant
covenants and agrees to look solely to the assets of the limited partnership for
the  satisfaction  of any liability of Landlord to Tenant under this Lease,  and
Tenant  agrees  not to bring any  action  asserting  personal  liability  of the
partners of said limited partnership.

32. MISCELLANEOUS

     (a) HAZARDOUS/INFECTIOUS WASTE.

          (i) Tenant shall not cause or allow the generation, treatment, storage
or disposal of hazardous/infectious  substances (as defined in the Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980 (CERCLA),  the
Superfund  Amendments  and  Reauthorization  Act of 1986 (SARA),  any subsequent
amendments thereto,  and/or any similar state legislation in effect in the state
where the Premises are located) at the Premises  except in  accordance  with the
local,  state and federal  statues and  regulations.  Tenant  shall  immediately
notify Landlord of any hazardous/infectious  substances to be used, generated or
discharged  form the  Premises.  If any such  substances  hall be present on the
Premises,  Tenant  shall  submit to Landlord  detailed  plans for the  handling,
storage  and  disposal of such  substances;  shall  comply  with any  reasonable
regulations  of  Landlord  for  handling  of such  substances  including  use of
specifically  provided  waste  management  systems;  and shall  comply  with all
requirements  of the Resource  Conversation  and Recovery Act and any applicable
state law for  disposal  of such  substances.  Failure to comply with any of the
above  requirements shall be considered a default under this Lease and cause for
immediate termination.

          (ii) Tenant shall  indemnify  Landlord  and hold it harmless  from and
against any and all other liability,  judgments,  fines,  settlements,  costs or
expenses  (including counsel fees) sustained by landlord to the extent resulting
from any act of Tenant  which  brings  about an action  brought  pursuant to the
Comprehensive  Environmental Response,  Compensation,  and Liability Act of 1980
(CERCLA),  the Superfund  Amendments and Reauthorization Act of 1986 (SARA), any
subsequent  amendments  thereto,  and/or any  similar  state  legislation.  This
provision and Tenant's  obligations  hereunder  shall survive any termination of
the Lease agreement.

          (iii)  Landlord shall  indemnify  Tenant and hold it harmless from and
against any and all other liability,  judgments,  fines,  settlements,  costs or
expenses  (including  counsel fees) sustained by Tenant to the extent  resulting
from any act of Landlord or any condition  currently existing which brings about
an  action  brought  pursuant  to  the  Comprehensive   Environmental  Response,
Compensation,  and Liability Act of 1980 (CERCLA),  the Superfund Amendments and
Reauthorization Act of 1986 (SARA), any subsequent  amendments  thereto,  and/or
any similar state legislation to the extent not caused by Tenant. This provision
and Landlord's  obligations hereunder shall survive any termination of the Lease
agreement.

     (b) FEES.  Landlord  recognizes the broker(s) specified on page one of this
Lease as the sole  broker(s)  procuring  this  Lease and shall pay  broker(s)  a
commission therefore pursuant to a separate agreement between said broker(s) and
Landlord.  Landlord  and Tenant each  represent  and warrant one to another that
except as set forth  herein,  neither of them has employed any broker,  agent or
finder in carrying on the  negotiations  relating to this Lease.  Landlord shall
indemnify and hold Tenant harmless, and Tenant shall indemnify and hold Landlord
harmless,  from and against any claim or class for brokerage or other commission
arising from or out of any breach of the foregoing  representation  and warranty
by the  respective  indemnitors.  Tenant  and  Landlord  agree that in the event
Tenant's  broker,  Fetsch  Commercial  Realty,  Inc.,  remains  unpaid as to the
requisite  commission  due from  Landlord  on or after  September  15,  1994 and
Tenant's broker  notifies both Landlord and Tenant of the aforesaid  occurrence.
Tenant shall then be at liberty to pay Tenant's  broker  directly and credit its
payment  against  Rent  next  coming  due until  such  time as  Tenant  has been
reimbursed dollar for dollar for such payment to Tenant's broker.  The amount of
such payment shall not exceed  Thirty-three  thousand six hundred  fifty-one and
20/100 dollars ($33,651.20).

     (c) NO  PARTNERSHIP.  Nothing  contained  in this Lease  shall be deemed or
construed to create a partnership  or joint  venture of or between  Landlord and
Tenant, or to create any other relationship than that of Landlord and Tenant.

     (d)  SUCCESSORS  AND ASSIGNS.  The  covenants,  conditions  and  agreements
contained  in this Lease  shall bind and inure to the  benefit of  Landlord  and
Tenant  and their  respective  heirs,  distributes,  executors,  administrators,
successors  and except as  otherwise  provided  by this  Lease,  their  assigns.
Landlord may freely and fully assign its interest under this Lease. In the event
of the sale,  transfer or  conveyance  of  Landlord's  interest in the Building,
subject to the  leasehold  estate  provided  for  herein,  then upon the written
assumption of all of Landlord's  obligations hereunder by the transferee and the
delivery of a signed copy of such assumption document to Tenant,  Landlord shall
be entirely freed and relieved of all covenants and obligations  hereunder which
thereafter accrue.

     (e) INVALIDITY OF PARTICULAR PROVISIONS.  If any provision of this Lease or
the  application  thereof  to any  person or  circumstance  shall be  invalid or
unenforceable to any extent,  the remainder of this Lease, or the application of
such  provision to persons or  circumstances  other than those as to which it is
invalid or unenforceable,  shall not be affected thereby,  and each provision of
this Lease shall be valid and shall be enforced to the fullest extent  permitted
by law.

     (f) ENTIRE  AGREEMENT.  All  understanding  and agreements  heretofore made
between  Landlord  and Tenant are merged in this  Lease,  which  alone fully and
completely  expresses  the  agreement  between  Landlord  and  Tenant,  and  any
agreement  hereafter made shall be ineffective to change,  modify,  discharge or
effect a termination of this Lease in whole or in part, unless such agreement is
in writing and signed by both parties.

     (g)  CAPTIONS.  Captions  are  inserted  in this  Lease only as a matter of
convenience  and for  reference;  they in no way define,  limit or describe  the
scope of this Lease or the intent of any provision thereof.

     (h) PARTS OF SPEECH.  Feminine or masculine  pronouns  shall be substituted
for those of the  neuter  form,  and the  plural  shall be  substituted  for the
singular number wherever the context reasonably may require such substitution.

     (i)  TENANT  RESOLUTION.  If  Tenant  signs as a  corporation,  each of the
persons  executing  this  Lease on behalf of Tenant  does  hereby  covenant  and
warrant that Tenant is a duly authorized and existing corporation,  qualified to
do business in the state where the building is located, that the corporation has
full right and  authority to enter into this Lease and that each and both of the
person signing on behalf of the corporation were authorized to do so.

     (j) SALE. In the event that original Landlord  hereunder,  or any successor
owner of the Building,  shall sell or convey the Building,  all  liabilities and
obligations on the part of the original Landlord, or such successor owner, under
this  Lease  occurring  thereafter  shall  terminate,  and  thereupon  all  such
liabilities and obligations  shall be binding on the new owner,  including,  but
not limited to, the right of Tenant to remain on the  Premises so long as Tenant
is not then in default  under any  provision  of this  Lease.  Tenant  agrees to
attorn to such new owner.

     (k) ATTORNEYS  FEES. In the event it is necessary for Tenant or Landlord to
institute any  proceeding  in  enforcement  of its rights under this Lease,  the
non-prevailing  party shall pay to the prevailing  party the amount of costs and
reasonable  attorneys fees incurred by the prevailing  party in connection  with
such proceeding.

     (l) WAIVER OF JURY.  The parties  hereby waive trial by jury in any action,
proceeding  or  counterclaim  brought by either  party  against the other on any
matters  whatsoever  arising out of or in any way connected with this Lease, the
relationship  of  Landlord  and  Tenant,  or Tenant's  use or  occupancy  of the
Premises.

     (m) BENEFIT AND BURDEN. The provisions of this Lease shall be binding upon,
and shall inure to the benefit of the parties  hereto and each of their  respect
representatives,  successors  and assigns.  Landlord may freely and fully assign
its interest hereunder.

     (n)  MORTGAGEE'S  AMENDMENTS.  This Lease is amendable by any  mortgagee of
Landlord providing construction financing and/or initial permanent financing for
the Building  provided such amendment in Tenant's  reasonable  judgment does not
materially affect Tenant's right or obligations hereunder.

     (o) TENANT'S FINANCIAL DATA. If Tenant is in monetary default of the Lease,
Tenant shall have audited annual financial  statements prepared and certified by
an  independent  certified  public  accounting  firm  or by an  officer  of  the
corporation and upon Landlord's  written request therefore Tenant shall supply a
copy to Landlord.  Tenant  warrants that all financial data regarding  Tenant or
entities or  individuals  related to Tenant  which  Tenant has provided or shall
provide  Landlord  either prior to or subsequent  to Tenant's  execution of this
Lease is or shall be (as the case may be) accurate in all material respects.

33. OPTION TO RECORD SHORT FORM LEASE

     Either Tenant and Landlord  shall have the option to record at the electing
party's  sole cost and expense a short form of this Lease  approved by the other
party, such approval not to be unreasonably withheld or delayed.

34. TERMINATION OF FORMER LEASE

     As of the  Commencement  Date,  the  Lease  dated  April 10,  1990  between
Landlord and Tenant shall terminate without penalty to Tenant.

35. CONTINGENT LEASE

     This Lease shall be contingent on the executed Termination Agreement by and
between Allied Signal and Landlord which  Agreement  terminates the Bendix Field
Engineering  Lease  for the  Premises  known as Suite  600 and  Suite 611 of the
Building as of the Execution Date of this Lease. The Lease is further contingent
on the execution of a sublease  between  Tenant and XEN, Inc. for  approximately
4,106 rentable square feet of the Premises.

36. SIGNAGE

     Tenant  shall have the right to erect  signage on the top  spandrel  of the
Building which signage shall be mutually  agreeable to both Landlord and Tenant.
Landlord shall contribute up to ten thousand and no/100 dollars ($10,000.00) for
the  design,  purchase  and  erecting  of  exterior  signage  selected by Tenant
(including but not limited to any additional electrical wiring, metering and any
adaptation  of the  building  required to  accommodate  the sign).  All costs of
maintenance and operation of the sign(s) shall be assumed by Tenant. Signs shall
occupy no more than two (2) sides of the Building and shall comprise the maximum
size allowable under Fairfax County Zoning  Regulations  with regards to signage
and shall be  removed by Tenant at the end of the Term or any  extension  of the
Term. The  specifications  which shall be defined after  execution of this Lease
shall be incorporated as an addendum to the Lease.

Landlord shall reimburse  Tenant within fifteen (15) days of receipt of Tenant's
approved  invoices  from  sign  or  other  contractors  or if  Landlord  has not
reimbursed  Tenant  within the period  specified  Tenant shall have the right to
deduct from the next  month's  rent,  due and payable to  Landlord,  the cost as
shown and approved on those invoices and shall directly pay its' contractor with
the deducted funds.

37. PARKING

     Landlord hereby grants to Tenant  fifty-four (54) parking permits to Tenant
for use in common with other tenants and the public of the on-site parking areas
currently  surrounding  the ground level of the Building.  Six (6) of the spaces
shall be under the deck of the  Building and shall be marked  "STI",  or another
business designation mutually acceptable to Tenant and Landlord.

38. OPTION TO EXTEND

     Provided  Tenant is not in default  under the Lease,  Tenant shall have the
unilateral  option,  upon at least one hundred  twenty( 120) days prior  written
notice to Landlord of its intent to exercise  such option,  to extend this Lease
for two (2)  additional  one (1) year  periods.  The rental rate for each option
period  shall be the  prevailing  rental  rate in the  building as quoted by the
Landlord  within thirty (30) days of receipt of Tenant's  letter  exercising the
option.  The rental  rate is  stipulated  by  Landlord  shall be similar to that
stated for comparable space, outfitted with similar improvements in its building
and in  similar  buildings  in the  immediate  market  area.  In no event  shall
Landlord be obligated to commit to a rental rate for this option period prior to
one hundred twenty (120) days before Tenant's Lease term has expired.

39. REDUCTION TO SIZE OF PREMISES

     At the end of the thirty-sixth (36th) month of the Lease, Tenant shall have
the right to "give  back" to the  Landlord up to 4,106  rentable  square feet of
space which Tenant shall sublet under a separate  document approved by Landlord.
Tenant shall pay no penalty for this early  termination of 4,106 square feet but
shall notify the Landlord ninety (90) days prior to the Termination Date (August
31st,  1997).  The space which  Tenant may give back to the Landlord is shown on
Exhibit "E" but may be of another  configuration which is reasonably  considered
to be "Leaseable space" and it mutually agreeable to both parties.

     IN WITNESS WHEREOF, the undersigned hereby ratify,  accept and agree to and
acknowledge this Lease as of this 15th day of August, 1994.

WITNESS:                           LANDLORD: Alexandria South Associates, L.P.,
                                              Alexandria South, L.C.,
                                              General Par

/s/Heather Cashmer                 By:/s/W.B. Fetsch
------------------------------        ------------------------------------------
   Witness                               William B. Fetsch, Manager


                                   Date:  8/15/94


WITNESS:                           TENANT:     Software Technology, Inc.


/s/Jane Clary                       By:/s/Don F. Riordan
------------------------------        ------------------------------------------
   Witness                                Don F. Riordan

                                   Title:  TREASURER

                                   Date: 8/15/94
<PAGE>

                                    Exhibit A
                        5904 Richmond Highway - 6th Floor
                              [Building Floor Plan]

<PAGE>
                                   Exhibit B
                       5904 Richmond Highway - 6th Floor
                             [Building Floor Plan]


<PAGE>
                                    Exhibit C
                       JANITORIAL SERVICES SPECIFICATIONS

GENERAL:

a.   Clean  all  areas  of  the  building  interior  including  entrance  lobby,
     corridors,  loading docks, stairwells,  lavatories and elevators.  Cleaning
     will be accomplished  between the hours of 5 p.m. - 10 p.m., Monday through
     Friday. No services are required on legal holidays. These holidays include:
     New Year's Day,  Washington's  Birthday,  Memorial Day,  Independence  Day,
     Labor Day, Veteran's Day, Thanksgiving Day and Christmas Day.

b.   The  Contractor  will maintain  insurance  during the term of this contract
     that shall include  Property  Damage and Public  Liability in the amount of
     $1,000,000.00  (including umbrella).  Workmen's Compensation and a fidelity
     bond of $10,000.00 on each  employee.  A certificate  of insurance  will be
     provided to the Management for the above-stated coverage.

c.   Employee assigned to the building shall be carefully interviewed,  screened
     and  bonded.  They  shall be neat  and  clean in  appearance  and  properly
     identified.

d.   Employees shall abide by all building regulations and safety rules.

e.   Employees  shall not eat,  drink or smoke on duty.  They shall not  disturb
     papers on desks,  open drawers or cabinets,  use telephone,  televisions or
     radios.

f.   Competent  supervisory  personnel  shall be  employed  and they will,  at a
     minimum, have completed a supervisory training course.

g.   The  supervisor  will report to the  Customer of his agent any  maintenance
     conditions  such as leaky  faucets,  stopped  toilets  and  drains,  broken
     fixtures,  etc. The supervisor  will also report any unusual  happenings in
     the  building  noticed  or  called to  his/her  attention  by  Contractor's
     employees.

h.   Necessary, appropriate, tested and approved machinery and cleaning supplied
     for the  satisfactory  performance  of  services  will be  provided  by the
     Service.

i.   Customer  shall  sign  sufficient  space in the  premises  for  storage  of
     cleaning  materials  and  machinery.  Utilities  will be  provided  without
     charge.

j.   A log book will be  maintained  in the  building in which a record shall be
     made of any events requiring Customer's or Contractor's attention.

k.   All office cleaning, if possible, will be performed behind locked doors.

l.   The Customer may require the dismissal of any of Contractor's employees who
     is objectionable.

m.   Upon  completion  of work,  the  Contractor  will  leave all slop sinks and
     equipment  storage areas in a neat and orderly  condition;  all unnecessary
     lights out and all doors locked.  The security  sheet is to be completed by
     the supervisor on a nightly basis.

n.   Regular  periodic  inspection  of the  building  shall  be  performed  by a
     representative  of  Contractor's   management  staff  with  the  Customer's
     representative. This is in addition to the regular nightly inspection to be
     performed by the supervisor.

o.   The  Contractor  will operate within the terms of the Federal Wage and Hour
     Act  as  amended,  and  all  applicable  Federal  and  local  laws,  rules,
     regulations,   Executive   Order  11236   (Equal   Opportunity),   and  the
     Occupational Safety and Health Act of 1970.

ENTRANCE LOBBY - DAILY

Entrance lobby will be thoroughly cleaned. Lobby glass and metal will be cleaned
and dusted,  directory glass will be damp cleaned and wiped. Lobby walls will be
dusted and kept free from fingermarks and smudges. Floor and entrances are to be
dust mopped and damp mopped  daily,  and the surface is to be  non-slippery.  In
addition,  the floor and entrances are to be buffed and  refinished as necessary
to maintain a clean and glossy appearance.

OFFICES AND CORRIDORS - DAILY

a.   DUSTING - All furniture,  including desks,  chairs,  tables, file cabinets,
     window  sills and  shelving  will be dusted with a treated  cloth or static
     duster.  This shall include all  horizontal  surfaces up to 7 feet high and
     enough  vertical  surfaces daily to complete all vertical  surfaces  within
     each week.  Desks and tables not cleared of paper and work  materials  will
     only be dusted where desk is exposed.

b.   DUST MOPPING - After furniture dusting is completed, all non-carpeted floor
     areas will be dust mopped with a treated  dust mop with  special  attention
     being given to areas under desks and furniture to prevent  accumulation  of
     dust and dirt.

c.   VACUUMING.  All rugs and carpets in office areas, as well as public spaces,
     are to be vacuumed daily in all traffic areas. Hard to reach places,  under
     desks and chairs shall be vacuumed  weekly.  However,  in no instance shall
     dirt/crumbs, etc. remain visible within a 24 hour period.

d.   WASTECANS/ASHTRAYS  -  Wastecans  and  ashtrays  will be emptied  and wiped
     clean.  Wastecans  shall be damp wiped as necessary.  Plastic  liners where
     used  will be  changed  as  needed.  Waste  that is not in can  will not be
     removed unless clearly marked "TRASH".

e.   SPOT CLEANING  CARPETS - All carpeted areas will be inspected for spots and
     stains.  All spots and stains  will be removed as soon as  possible.  Where
     difficult spots are encountered, Customer or his agent will be notified.

f.   WET MOPPING AS NEEDED.  Extreme  care shall be used in all mopping to avoid
     splashing walls or furniture.  Moving water and other liquids over carpeted
     areas will be done in a manner to avoid spillage.

g.   TILE FLOORS - All tile floors  will be buffed and kept in  scuff/spot  free
     condition  at  all  times.  Recoating  and  buffing  will  be  done  on  an
     "as-needed" basis. Care shall be taken in applying finish to keep it off of
     furniture, baseboards and walls. Floor machines will be used in a manner to
     avoid damage to the walls, baseboards and furniture.

h.   WATER COOLERS - Will be cleaned and polished.

i.   SPOT CLEANING  WALLS,  WOODWORK,  ETC. - All  handprints  and spots will be
     removed from doors and light switches.  Walls,  woodwork and interior glass
     to be cleaned as needed.

j.   CIGARETTE  URNS -  Cigarette  urns and ash  receivers  shall be cleaned and
     sanitized.


OFFICE AND CORRIDORS - PERIODIC

a.   HIGH DUSTING  (QUARTERLY)  - Pipes,  ledges,  ceilings,  moldings,  picture
     frames, etc. will be cleaned quarterly or more frequently if necessary.
    

b.   AIR  CONDITIONING  GRILLS (MONTHLY) - All areas around air conditioning and
     return air  grills  will be cleaned  one each month or more  frequently  if
     necessary.

c.   VENETIAN  BLINDS - Venetian  blinds will be dusted monthly and damped wiped
     quarterly.
    

d.   LIGHT  FIXTURES  - The  exterior  of all light  fixtures  will be dusted as
     needed. Exterior of fixtures will be damp wiped semi-annually.
    

ELEVATORS - DAILY

a.   All elevators will have the floors swept and damp mopped or vacuumed.

b.   All stainless steel and metal will be cleaned.

c.   All elevator tracks will be vacuumed.

d.   Elevator button panels and elevator doors will be cleaned.

e.   Ceilings,  overhead  plexiglass,  and/or  special  light  fixtures  will be
     cleaned periodically.

LAVATORIES - DAILY

a.   Clean all mirrors.

b.   Wash basins and bright work with a non-abrasive cleaner.

c.   Clean urinals.

d.   Wash toilet seats and bowls using a disinfectant in water.

e.   Mop floor using disinfectant in water.

f.   Damp  wipe and  clean  walls  and  partitions.  They are to be free of hand
     prints and dust.

g.   Refill hand soap, towels, tissues and sanitary napkin dispensers.

h.   Clean ventilating louvre.

i.   Power scrub floors and germicidal solution monthly.

j.   Collect trash, replace liners and needed.

k.   Toilet bowl brush shall be used to clean flush  holes,  under rims of bowls
     and  traps.  Bowl  cleaner  shall be used at least  once each week and more
     often if necessary.

STAIRWAYS & LANDINGS

All stairways and landings will be policed daily.  They will be dust mopped with
a treated  yard dust mop weekly.  Spot  cleaning of walls and doors will be done
weekly.  These areas will be mopped and scrubbed as necessary.  Hand rails, fire
points and other miscellaneous hardware will be cleaned as necessary.

POLISHING

All door plates, kick plates,  brass and metal fixtures within the building will
be wiped weekly and polished monthly.

GARAGE/PARKING LOT

To be policed  for  bottles,  cans,  trash on an "as needed"  basis,  but not to
exceed less than weekly basis.

WINDOWS

All windows (exterior and interior) to be washed on a semi-annual basis.

<PAGE>
                                   EXHIBIT "D"

Specifications for signage shall be added as an Addendum after Lease execution.

<PAGE>
                                   EXHIBIT "E"

                                  [Floor Plan]


<PAGE>


                                                               EXHIBIT "F"

Alexandrias South Associates L.P.
Security Deposit and Interest Software Technology
01-Aug-95
Lease date April 15, 1990
Original Deposit:  $19,998.00


                                    INTEREST EARNED          BALANCE AT
                                       PER YEAR               YEAR END

December 31, 1990                       $360.10              $20,358.10

December 31, 1991                       $500.25              $20,858.35

December 31, 1993                       $514.08              $21,902.04

July 31, 1994                           $360.98              $22,263.02

Original Deposit Interest earned

                                                             $19,998.00

             Total security deposit and interest on hand $ 2,265.02
                                   ----------
                                   $22,263.02