Exhibit 10.20

                            DEED OF LEASE AGREEMENT


         THIS DEED OF LEASE AGREEMENT (hereinafter referred to as "Lease"), made
this 4th day of September,  by and between  Massachusetts  Mutual Life Insurance
Company,  a corporation  organized and existing under the laws of Massachusetts,
(hereinafter  referred to as the "Landlord") and, Software  Technology,  Inc., a
corporation and existing under the laws of Florida,  (hereinafter referred to as
the "Tenant").

         WITNESSETH, THAT FOR AND IN CONSIDERATION of the mutual entry into this
Lease by the parties hereto, and for other good and valuable consideration,  the
receipt and adequacy of which are hereby  acknowledged by each party hereto, the
Landlord  hereby  leases to the  Tenant and the Tenant  hereby  leases  from the
Landlord  all of that  real  property,  situated  and lying in  Fairfax  County,
Virginia,  which consists of the space (containing  approximately  11,188 square
feet of floor area) outlined in Exhibit A attached hereto and made a part hereof
(hereinafter   referred  to  as  the  "Premises")  and  located  in  a  building
(hereinafter referred to as the "Building") at 14175 Sullyfield Circle, Suite G,
Virginia 20151 (the Premises, the remainder of the Building, such tract of land,
other  buildings  thereon,  and  any  other  buildings  or  improvements  to  be
constructed   thereon  being   hereinafter   referred  to  collectively  as  the
"Property").

         SUBJECT  TO THE  OPERATION  AND EFFECT of any and all  instruments  and
matters of record or in fact.

         UPON THE TERMS AND SUBJECT TO THE CONDITIONS  which are hereinafter set
forth:

SECTION 1.  TERM.

         1.1 Length. This Lease shall be for a term (hereinafter  referred to as
the "Term") (a) commencing on the first day after the date on which the Landlord
substantially  completes the  improvements  to be made to the Premises under the
provisions  of  Section  5  and  tenders   possession   thereof  to  the  Tenant
(herein-after referred to as the "Commencement Date", except that if the date of
such commencement is hereafter advanced or postponed by written agreement of the
parties hereto,  the date to which it is advanced or postponed shall  thereafter
be the "Commencement  Date"),  and (b) terminating at 12:01 A.M., local time, on
the fifth  (5th)  anniversary  of the first  (1st) day of the first  (1st)  full
calendar  month  during the Term  (hereinafter  referred to as the  "Termination
Date",  except that if the date of such  termination  is  hereafter  advanced or
postponed  pursuant to any provision of this Lease,  or by written  agreement of
the  parties  hereto,  the date to  which  it is  advanced  or  postponed  shall
thereafter be the Termination Date).(1)


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(1)  Landlord  shall give Tenant five (5) business days prior written  notice of
     the date of substantial completion.

<PAGE>

     1.2 New  Construction.  Taking  of  possession  by  Tenant  shall be deemed
conclusively to establish that said buildings and other  improvements  have been
completed in accordance with the plans and  specifications and that the Premises
are in good and satisfactory  condition,  as of when possession was so taken.(2)
Tenant  acknowledges  that no  representations  as to the repair of the Premises
have been made by Landlord,  unless such are  expressly set forth in this Lease.
After such "Commencement Date" Tenant shall, upon demand, execute and deliver to
Landlord a letter of acceptance of delivery of the Premises. In the event of any
dispute  as to  substantial  completion  or work  performed  or  required  to be
performed  by  Landlord,  the  certificate  of  Landlord's  architect or general
contractor shall be conclusive.

         1.3  Surrender.  The Tenant shall at its expense,  at the expiration of
the Term or upon any earlier  termination of this Lease, (a) promptly  surrender
to the  Landlord  possession  of the Premises  (including  any fixtures or other
improvements  which,  under  the  provisions  of  Section  5,  are  owned by the
Landlord) in good order and repair  (ordinary  wear and tear excepted) and broom
clean,  (b) remove  therefrom  the  Tenant's  signs,  goods and  effects and any
machinery, trade fixtures and equipment used in conducting the Tenant's trade or
business  and not  owned by the  Landlord,  and (c)  repair  any  damage  to the
Premises or the Building caused by such removal. (3)

1.4 Holding Over.

                  1.4.1 If the Tenant continues to occupy the Premises after the
expiration of the Term or any earlier  termination of this Lease after obtaining
the Landlord's express, written consent thereto,

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(2)  , with the  exception  of minor punch list items and Tenant  approved  long
     lead items that do not materially  affect  Tenant's use of the Premises for
     Tenant's  intended  purpose,  and  Landlord  has  tendered  possession  for
     Tenant's occupancy. And notwithstanding that such items shall not delay the
     Commencement Date and Tenant's obligation to pay Rent.

(3)  Tenant  shall not be  responsible  for the removal of the SCIF space and/or
     associated components.

<PAGE>

     (a) such  occupancy  shall (unless the parties  hereto  otherwise  agree in
writing) be deemed to be under a  month-to-month  tenancy,  which shall continue
until either party hereto notifies the other in writing, by at least thirty (30)
days before the end of any calendar  month,  that the notifying  party elects to
terminate  such tenancy at the end of such calendar  month,  in which event such
tenancy shall so terminate;

     (b) anything  contained in the foregoing  provisions of this Section to the
contrary notwithstanding,  the rental payable for each such monthly period shall
equal one-twelfth  (1/12) of the Base Rent and the Additional Rent payable under
the provisions of subsection 2.2  (calculated in accordance with such provisions
of subsection  2.2 as if this Lease had been renewed for a period of twelve (12)
full calendar months after such expiration or earlier termination of the Term or
such renewal); and

     (c) such month-to-month tenancy shall be upon the same terms and subject to
the  same  conditions  as  those  set  forth in the  provisions  of this  Lease;
provided,  that if the Landlord  gives the Tenant,  by at least thirty (30) days
before the end of any calendar month during such month-to-month tenancy, written
notice that such terms and  conditions  (including  any thereof  relating to the
amount or payment of Rent)  shall,  after such month,  be modified in any manner
specified in such notice, then such tenancy shall, after such month, be upon the
said terms and subject to the said conditions, as so modified.

               1.4.2 If the Tenant  continues to occupy the  Premises  after the
expiration  of the  Term  or any  earlier  termination  of  this  Lease  without
obtaining the Landlord's express,  written consent thereto, such occupancy shall
be on the same terms and  subject to the same  conditions  as those set forth in
the  provisions  of paragraph  1.4.1.,  except that,  anything  contained in the
provisions of this Lease to the contrary notwithstanding, (a) the rental payable
during the period of such occupancy shall equal (4) of the rental which would be
payable during such period under the provisions of subparagraph  1.4.1. (b), had
the Tenant obtained the Landlord's  express,  written consent to such occupancy,
as aforesaid, and (b) nothing in the provisions of paragraph 1.4.1. or any other
provision  of this  Lease  shall be  deemed  in any way to alter or  impair  the
Landlord's  right  immediately  to evict the Tenant or exercise its other rights
and remedies  under the provisions of this Lease or applicable law on account of
the Tenant's occupancy of the Premises without having obtained such consent.

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(4)  150% for the first two (2) months, and 200% each month thereafter

<PAGE>

SECTION 2.  RENT

         2.1  Amount.  As rent for the  Premises  (all of  which is  hereinafter
referred to  collectively  as "Rent"),  the Tenant  shall pay to the Landlord in
advance,  without demand,  deduction or set off, for the entire Term hereof, all
of the following:

               2.1.1.  Base Rent.  An annual  rent in the amounts  specified  in
Exhibit D.

               2.1.2.  Additional Rent. Additional rent (hereinafter referred to
as  "Additional  Rent") in the amount of any payment  referred to as such in any
provision of this Lease which accrues while this Lease is in effect.

               2.1.3.  Lease Year. As used in the provisions of this Lease,  the
term "Lease Year" means (a) the period  commencing on the Commencement  Date and
terminating on the first (1st) anniversary of the last day of the calendar month
containing the Commencement  Date, and (b) each successive period of twelve (12)
calendar months thereafter during the Term.

         2.2  Annual Operating Costs.

               2.2.1. Taxes

               (a) [Deleted in entirety]

               (b) Landlord  agrees to pay, before they become  delinquent,  all
Taxes lawfully levied or assessed against such Building and the grounds, parking
areas,  driveways and alleys  around the  Building,  and Tenant agrees to pay to
Landlord,  as Additional Rent,(5) the amount of Tenant's  proportionate share of
such Taxes paid by Landlord.  Tenant's  proportionate share means the percentage
assigned to the Premises for purposes of allocating Taxes as set forth herein
and other Annual  Operating  Costs as set forth in Subsection  2.2.2.  below and
represents the  approximate  and (for purposes of this Lease) hereby agreed upon
proportion  which the floor  area of the  Premises  bears to the  aggregate  net
rentable  space within the Building and the Property  shall be Thirty- three and
32/100 percent  (33.32%) of the Building and Seven and 72/100 percent (7.72%) of
the Property.

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(5)  in accordance with Section 2.3.2.


<PAGE>

               2.2.2. Maintenance.

               (a)  Maintenance  by Tenant.  Tenant  shall,  at its own cost and
expense, keep and maintain all parts of the Premises in good condition, promptly
making all necessary repairs and  replacements,  interior,  and  non-structural,
ordinary and extraordinary, including but not limited to, glass and plate glass,
doors and office entry(s),  walls and finish work, floors and floor covering,  ,
heating and air  conditioning  systems,  electrical  systems,  plumbing work and
fixtures,  termite and pest extermination,  regular removal of trash and debris,
and the whole of the  Premises in a clean and  sanitary  condition.  The cost of
maintenance and repair of any common party wall (any wall, divider, partition or
any other structure  separating the premises from any adjacent premises occupied
by other  tenants)  shall be shared  equally by Tenant and the tenant  occupying
adjacent  premises (6).  Tenant  shall not damage any party wall or disturb the
integrity and support provided by any party wall and shall, at its sole cost and
expense, promptly repair any damage or injury to any party wall caused by Tenant
or its employees, agents or invitees.

               (b) Maintenance by Landlord. Tenant and its employees,  customers
and licensees  shall have the  non-exclusive  right to use the parking areas, if
any, as may be  designated  by Landlord in writing,  subject to such  reasonable
rules and regulations as Landlord may from time to time prescribe.  Further,  in
multiple  occupancy  buildings,  Landlord  shall perform the roof,  paving,  and
landscape  maintenance,  exterior painting and common sewage line plumbing which
are otherwise Tenant's  obligations under Subsection  2.2.2(a) above, and Tenant
shall, in lieu of the obligations set forth under Subsection 2.2.2(a) above with
respect to such  items,  be liable for its  proportionate  share (as  defined in
Subsection  2.2.1(b) above) of the cost and expense of Building  maintenance and
the care for the grounds around the Building,  including but not limited to, the
mowing of grass,  care of shrubs,  general  landscaping,  maintenance of parking
areas,  driveways and alleys,  roof maintenance,  exterior repainting and common
sewage line plumbing;  provided,  however, that Landlord shall have the right to
require  Tenant to pay such other  reasonable  proportion of said mowing,  shrub
care and general  landscaping costs as may be determined by Landlord in its sole
discretion;  and further provided that if Tenant or any other particular  tenant
of the Building can be clearly  identified as being  responsible for obstruction
or  stoppage  of the  common  sanitary  sewage  line then  Tenant,  if Tenant is
responsible,  or such  other  responsible  tenant,  shall  pay the  entire  cost

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(6)  unless caused by the negligence of Tenant's employees, agents or invitees.

<PAGE>


thereof,  upon demand,  as Additional Rent. Tenant shall pay when due its share,
determined as aforesaid, of such costs and expenses along with the other tenants
of the Building to Landlord upon demand,  as Additional  Rent, for the amount of
its share of such costs and expenses in the event Landlord  elects to perform or
cause to be performed such work. Such share shall include a management fee equal
to (7) of the Rent for each Lease Year, administrative and accounting costs, and
a reserve for asphalt, roof repairs and repainting. (8)

               (c)  Maintenance  Contract.  Tenant  shall,  at its own costs and
expenses,  enter into a  regularly  scheduled  preventative  maintenance/service
contract  with a  maintenance  contractor  for  servicing  all  heating  and air
conditioning  systems  and  equipment  within  the  Premises  and shall  provide
Landlord with copies of all service  reports.  The  maintenance  contractor  and
contract  must be approved by Landlord.  The service  contract  must include all
services    suggested    by    the    equipment    manufacturer    within    the
operation/maintenance  manual  and must  become  effective  (and a copy  thereof
delivered  to  Landlord)  within  thirty  (30)  days of the  date  Tenant  takes
possession  of the  Premises.  Each Lease year  Landlord  will  inspect the HVAC
system to determine that the aforementioned  maintenance is being performed.  If
the HVAC system is not being  maintained  pursuant to this Section Landlord will
send notice of such lack of  maintenance  to Tenant and Tenant shall  thereafter
have thirty (30) days to perform the necessary maintenance. Failure by Tenant to
complete  the  necessary  maintenance  in such thirty (30) day period shall be a
material  Event of Default and Landlord  shall have the right to cure such Event
of Default  pursuant to Section 13. Should the inspection  demonstrate a lack of
maintenance  of the  HVAC  system,  Tenant  shall  pay  for  the  cost  of  such
inspection.  Thirty days before Tenant  vacates the Premises (9),  Landlord will
have the HVAC  equipment  inspected by a qualified  HVAC  mechanic at Landlord's
expense.  If in the opinion of the HVAC  mechanic,  the  equipment  has not been
properly maintained, then Landlord may authorize necessary repairs to be made to
the system.  Such repairs will be deducted  from the Tenant's  security  deposit
(10). Tenant shall reimburse Landlord for any and all costs associated with such
repairs  which exceed the amount of any security  deposit.  The remainder of the
security  deposit,  if any,  shall be refunded to Tenant in accordance  with the
terms of the Lease. (11)

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(7)  four percent (4%)

(8)  In no event shall Tenant's annual increase in controllable Annual Operating
     Costs (not including taxes,  insurance,  utilities and snow removal) exceed
     eight percent (8%) of the Tenant's previous year's costs.

(9)  and no later than ten (10) days prior to occupancy

(10) , in the case of Tenant vacating the Premises

(11) In the case of Tenant  occupying  the  Premises,  Landlord  shall  bear all
     costs, which costs shall not be charged against Tenant Improvement dollars.
     Such repairs are to be completed prior to occupancy.

<PAGE>

                  2.2.3. Computation. After the end of each calendar year during
the Term,  the Landlord  shall compute the total of the Annual  Operating  Costs
incurred for all of the Property  during such calendar  year, and shall allocate
them  to the net  rentable  space  within  the  Property  in  proportion  to the
respective operating costs percentages assigned to such spaces;  provided,  that
anything  contained in the foregoing  provisions of this  subsection  2.2 to the
contrary  notwithstanding,  wherever the Tenant and/or any other tenant of space
within the  Property has agreed in its lease or otherwise to provide any item of
such  services  partially  or  entirely at its own  expense,  or wherever in the
Landlord's  judgment any such  significant  item of expense is not incurred with
respect  to or for the  benefit  of all of the net  rentable  space  within  the
Property,  in allocating  the Annual  Operating  Costs pursuant to the foregoing
provisions of this subsection the Landlord shall make an appropriate adjustment,
using generally accepted  accounting  principles,  as aforesaid,  so as to avoid
allocating  to the  Tenant or to such  other  tenant  (as the case may be) those
Annual  Operating  Costs  covering such services  already being  provided by the
Tenant or by such other tenant at its own expense, or to avoid allocating to all
of the net  rentable  space within the Property  those  Annual  Operating  Costs
incurred only with respect to a portion thereof, as aforesaid.

   
                    2.2.4 Payment as Additional  Rent. The Tenant shall,  within
(12) days after demand  therefor by the Landlord  (with respect to each calendar
year during the Term),  accompanied  by a statement  setting forth in reasonable
detail the Annual Operating Costs for such calendar year, pay to the Landlord as
Additional  Rent the amount of the Tenant's  operating  costs  percentage of the
Annual  Operating  Costs for such calendar year (as derived and allocated  under
the provisions of paragraph 2.2.3).
    

                    2.2.5.  Proration.  If only part of any calendar  year falls
within the Term, the amount  computed as Additional  Rent for such calendar year
under  the  foregoing  provisions  of  this  subsection  shall  be  prorated  in
proportion to the portion of such calendar year falling within the Term (but the
expiration  of the Term  before the end of a calendar  year shall not impair the
Tenant's  obligation  hereunder to pay such prorated  portion of such Additional
Rent for that portion of such calendar year falling within the Term, which shall
be paid on demand, as aforesaid).

                  2.2.6. Landlord's right to estimate. Anything contained in the
foregoing  provisions of this  subsection to the contrary  notwithstanding,  the
Landlord  may, at its  discretion,  (a) make from time to time during the Term a
reasonable  estimate  of the  Additional  Rent  which may  become due under such
provisions  for any calendar year, (b) require the Tenant to pay to the Landlord
for each calendar month during such year one twelfth (1/12) of such Additional 

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(12) thirty (30)

<PAGE>

Rent, at the time and in the manner that the Tenant is required hereunder to pay
the  monthly  installment  of the  Base  Rent  for  such  month,  and (c) at the
Landlord's reasonable discretion,  increase or decrease from time to time during
such calendar year the amount initially so estimated for such calendar year, all
by giving the Tenant written notice thereof,  accompanied by a schedule  setting
forth in reasonable  detail the expenses  comprising the Annual Operating Costs,
as so estimated.  In such event,  the Landlord  shall cause the actual amount of
such  Additional Rent to be computed and certified to the Tenant within 120 days
after the end of such calendar year, and the Tenant or the Landlord, as the case
may be, shall promptly  thereafter pay to the other the amount of any deficiency
or overpayment therein, as the case may be.

         2.3  When due and payable.

                  2.3.1.  The Base  Rent  for any  Lease  Year  shall be due and
payable in twelve (12) consecutive,  equal monthly installments,  in advance, on
the first (1st) day of each  calendar  month  during such Lease Year;  provided,
that the first monthly installment of the Base Rent will be due and payable upon
lease execution.

   
                  2.3.2.  (13) accruing to the Landlord under any provision of 
this Lease shall,  except as is otherwise set forth  herein,  be due and payable
when the installment of the Base Rent next falling due. (14)

                  2.3.3.  Each such  payment  shall be made  promptly  when due,
without any deduction or set off whatsoever,  and without demand,  failing which
the Tenant shall pay to the Landlord as Additional  Rent, a late charge equaling
(15) of the sum of the Base Rent and Additional Rent outstanding. (16)
    

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(13) Annual Operating Costs

(14) Any  Additional  Rent not included in Section 2.2 herein,  shall be due and
     payable within thirty (30) days after demand therefor by Landlord.

(15) twelve percent (12%)

(16) Such sum shall be due within five (5) days of  Tenant's  receipt of written
     notice  from  Landlord  that it has not paid  Rent when due and that a late
     charge is due; however, Landlord shall only be obligated to provide written
     notice to Tenant twice in each Lease Year;  thereafter,  no notice shall be
     due from  Landlord to Tenant and Tenant  shall be in an Event of Default if
     it fails to pay such amounts when due.

<PAGE>

     2.4 Where payable. The Tenant shall pay the Rent, in lawful currency of the
United  States of America,  to the Landlord by delivering or mailing it (postage
prepaid) to the Landlord's  address which is set forth in Section 16, or to such
other  address  or in  such  other  manner  as the  Landlord  from  time to time
specifies by written notice to the Tenant. Any payment made by the Tenant to the
Landlord on account of Rent may be  credited  by the  Landlord to the payment of
any Rent then past due,  including  late fees,  interest and  penalties,  before
being  credited to Rent  currently  falling due. Any such payment  which is less
than the  amount of Rent then due shall  constitute  a payment  made on  account
thereof,  the parties hereto hereby  agreeing that the Landlord's  acceptance of
such payment  (whether or not with or accompanied by an endorsement or statement
that such lesser amount or the Landlord's acceptance thereof constitutes payment
in full of the amount of Rent then due) shall not alter or impair the Landlord's
right hereunder to be paid all of such amount then due, or in any other respect.

     2.5 Tax on Lease. If federal,  state or local law now or hereafter  imposes
any  tax,  assessment,  levy or  other  charge  (other  than  any  income,  (17)
inheritance  or estate tax)  directly or  indirectly  upon (a) the Landlord with
respect to this Lease or the value thereof, (b) the Tenant's use or occupancy of
the Premises,  (c) the Base Rent, Additional Rent or any other sum payable under
this Lease, or (d) this transaction, then (except if and to the extent that such
tax, assessment, levy or other charge is included in the Annual Operating Costs)
the Tenant shall pay the amount thereof as Additional  Rent to the Landlord upon
demand, unless the Tenant is prohibited by law from doing so, in which event the
Landlord may, at its election,  terminate  this Lease by giving  written  notice
thereof to the Tenant.

     2.6 Security deposit.

                  2.6.1.  Simultaneously  with the entry  into this Lease by the
parties  hereto,  the Tenant  shall  deposit with the Landlord the sum of Eleven
Thousand One Hundred Eighty-eight and 00/100 Dollars  ($11,188.00),  which shall
be retained by the Landlord as security for the Tenant's payment of the Rent and
performance of all of its other obligations under the provisions of this Lease.

                  2.6.2.  On the occurrence of an Event of Default, the Landlord
shall be entitled, at its sole discretion,

                          (a) to apply or all of such sum in payment of (i) any
Rent then due and unpaid,  (ii) any expenses incurred by the Landlord in curing 
any such Event of Default,  and/or (iii) any damages incurred by the Landlord by
reason of such Event of Default (including,  by way of example rather than of 
limitation,  that of reasonable attorneys' fees); and/or

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(17) franchise, gift, transfer,

<PAGE>

                         (b) to  retain  any or all such  sum to  reimburse for
any or all  damages suffered by the Landlord by reason of event of such default.
If at any time Landlord draws upon the security  deposit in accordance with this
section Tenant upon demand agrees to immediately pay to Landlord an amount
sufficient to return the security deposit to the amount stated above.

   
                    2.6.3.  On the  termination  of this Lease,  any of such sum
which is not so applied or retained  shall be returned to the Tenant within (18)
days of the Lease termination date.
    

                    2.6.4.  Such sum shall not bear interest while being held by
the Landlord hereunder. (19)

                    2.6.5.  No  Mortgagee  (as  that  term  is  defined  by  the
provisions  of Section  12) or  purchaser  of any or all of the  Property at any
foreclosure  proceeding  brought  under the  provisions of any Mortgage (as that
term is defined by the  provisions of Section 12) shall  (regardless  of whether
the Lease is at the time in  question  subordinate  to the lien of any  Mortgage
under the  provisions of Section 12 or otherwise) be liable to the Tenant or any
other  person  for any or all of such sum (or any other or  additional  security
deposit or other payment made by the Tenant under the provisions of this Lease),
unless both (a) the Landlord has actually delivered it in cash to such Mortgagee
or purchaser,  as the case may be, and (b) it has been specifically  identified,
and  accepted by the Lender or such  purchaser,  as the case may be, as such and
for such purpose, then Landlord will have no further liability for return of the
security deposit.

SECTION 3.  USE OF PREMISES.

         3.1 The Tenant shall,  continuously  throughout the Term occupy and use
the Premises for and only for general office purposes.

         3.2 In its use of the Premises and the remainder of the  Property,  the
Tenant shall not violate any applicable law, ordinance or regulation.

         3.3  License.

                  3.3.1.   The   Landlord   hereby   grants  to  the   Tenant  a
non-exclusive  license to use (and to permit its  officers,  directors,  agents,
employees  and  invitees  to use in the  course of  conducting  business  at the
Premises),

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(18) thirty (30)

(19) In the case of a sale,  Tenant's  Security Deposit will transfer to the new
     ownership,  to the  extent the  Security  Deposit  has not been  applied by
     Landlord.

<PAGE>

                    (a) any and all  portions of the said tract of land on which
the Building is located (excluding that portion thereof which is improved by any
other building) which, by their nature, are manifestly designed and intended for
common use by the  occupants of the Building  and of any other  improvements  on
such tract, for pedestrians  ingress and egress to and from the Premises and for
any other such manifest purposes; and

                    (b) any and all  portions of such tract of land as from time
to time are  designated  (by  striping or  otherwise)  by the  Landlord for such
purpose, for the parking of automobiles.

                  3.3.2.  Such  license  shall be  exercised  in common with the
exercise  thereof by the  Landlord,  any tenant or owner of the  building or any
other building located on such tract, and their respective officers,  directors,
agents, employees and invitees, and in accordance with the Rules and Regulations
promulgated from time to time pursuant to the provisions of Section 11.

     3.4.  Signs.  The  Tenant  shall  have the right to erect from time to time
within the Premises such (20) signs as it desires, in accordance with applicable
law,  except that the Tenant shall not erect any sign within the Premises in any
place where such sign is visible from the exterior of the  Premises,  unless the
Landlord has given its express, written consent thereto. (21)(22)(23)

   
         3.5 Relocation of Tenant.
    

   
 .
    

SECTION 4.  INSURANCE AND INDEMNIFICATION

4.1 Increase in risk.  The Tenant

                  4.1.1. shall not do or permit to be done any act or thing as a
result of which either (a) any policy of insurance of any kind  covering (i) any
or all of the  Property or (ii) any  liability  of the  Landlord  in  connection
therewith may become void or suspended, or (b) the insurance risk under any such
policy would (in the opinion of the insurer thereunder) be made greater; and

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(20) Building standard

(21) which consent shall not be unreasonably withheld, conditioned or delayed.

(22) Landlord  consents to Tenant's  right to erect an exterior sign  replacing,
     and of like size to the existing  "Logicon"  signage affixed to exterior of
     the Building.

(23) Subsection  3.3  Compliance  with  ADA.  Notwithstanding  anything  to  the
     contrary   contained  in  this  Lease,   Landlord  and  Tenant  agree  that
     responsibility  for compliance with the Americans With  Disabilities Act of
     1990 (the "ADA")  shall be  allocated  as follows:  (i)  Landlord  shall be
     responsible  for compliance with the provisions of Title III of the ADA for
     all Common Areas, including exterior and interior areas of the Building not
     included  within  the  Premises  or the  premises  of other  tenants;  (ii)
     Landlord shall be responsible  for compliance  with the provisions of Title
     III of the ADA for any construction,  renovations,  alterations and repairs
     are made by Landlord at Landlord's request and sole expense for the purpose
     of improving the Building  generally and not for tenant  improvements;  and
     (iii) Tenant shall be responsible for compliance with the provisions of the
     ADA for any construction, renovations, alterations, and repairs are made by
     Tenant, its employees, agents or contractors, at Tenant's expense or at the
     direction  of  Tenant  except  that  Landlord  shall  be  responsible   for
     compliance  with the provisions of the ADA in effect as of the date of this
     Lease for the  improvements  to be rendered by Landlord in accordance  with
     Section  5.1 of the  Lease as more  specifically  set  forth in  Exhibit  B
     attached hereto.

<PAGE>


               4.1.2. shall pay as Additional Rent the amount of any increase in
any premium for such insurance resulting from any breach of such covenant.(24)

         4.2  Insurance to be maintain by Tenant.

               4.2.1.  The Tenant shall maintain at its expense,  throughout the
Term,  insurance  against loss or liability in  connection  with bodily  injury,
death, property damage or destruction,  occurring within the Premises or arising
out of the use  thereof  by the Tenant or its  agents,  employees,  officers  or
invitees,  visitors  and guests,  under one or more  policies of general  public
liability  insurance having such limits as to each as are reasonably required by
the Landlord from time to time, but in any event of not less than a total of Two
Million Dollars  ($2,000,000.00) for bodily injury to or death of all persons or
property  damage or  destruction in any one  occurrence,  and (b) Fifty Thousand
Dollars ($50,000.00) Fire Legal Liability.(25)   Each such policy shall (a) name
as the insured  thereunder  the Tenant and the Landlord  (and, at the Landlord's
request,  may  Mortgagee)  as  additional  insureds,  (b) by its  terms,  not be
cancelable  without at least (30) days' prior written  notice to the  Landlord's
(and, at the Landlord's request,  any such Mortgagee),  and (c) be issued by any
insurer  of  recognized  responsibility  licensed  to issue  such  policy in the
Commonwealth of Virginia.

               4.2.2.  (a) At least five (5) before the  Commencement  Date, the
Tenant shall deliver to the Landlord a certificate of each such policy,  and (b)
at least  thirty  (30) days  before any such policy  expires,  the Tenant  shall
deliver to the Landlord an original or a signed  duplicate copy of a replacement
policy  therefor;  provided,  that so long as such  insurance  is  otherwise  in
accordance  with the  provisions of this Section,  the Tenant may carry any such
insurance  under a blanket policy covering the Premises for the risks and in the
minimum  amounts  specified in paragraph  4.2.1, in which event the Tenant shall
deliver to the Landlord two (2)  insurer's  certificates  therefor in lieu of an
original or a copy thereof, as aforesaid.

--------

(24) To the extent and so long as such increase is  attributable  to such breach
     or act of the Tenant

(25) Such policies may be provided under Tenants' "Umbrella" insurance policy.

<PAGE>

4.3      Insurance to be maintained by Landlord.

   
         Insurance to be maintained by Landlord. (26)
    

         4.4 Waiver of subrogation.  If either party hereto is paid any proceeds
under any policy of insurance naming such party as an insured, on account of any
loss,  damage or  liability,  then such party  hereby  releases  the other party
hereto, to and only to the extent of the amount such proceeds,  from any and all
liability for such loss,  damage or liability,  notwithstanding  that such loss,
damage or liability may arise out of the negligent or intentionally tortious act
or omission of the other party,  its agents or  employees;  provided,  that such
release  shall be effective  only as to a loss,  damage or  liability  occurring
while the  appropriate  policy of insurance of the releasing party provides that
such release shall not impair the  effectiveness of such policy or the insured's
ability to recover thereunder. Each party hereto shall use reasonable efforts to
have a clause to such effect  included in its said policies,  and shall promptly
notify  the other in  writing  if such  clause  cannot be  included  in any such
policy.

--------

(26) Insurance to be maintained by Landlord. Landlord shall maintain, during the
     Term of this Lease,  property and comprehensive general liability insurance
     covering  the  Building.  The  Property  insurance  shall  include fire and
     extended coverage insurance,  with All Risk rider,  covering all structures
     and  improvements  for  full  replacement   value,  with  replacement  cost
     endorsement,  above foundation walls. The  comprehensive  general liability
     insurance shall insure against claims for bodily injury and property damage
     occurring in or about the Building.  Such  insurance may be blanketed  with
     other  insurance  carried by Landlord so long as such blanketing with other
     insurance  does not  reduce the amount of  insurance  available  to pay any
     claim with respect to the Building.

<PAGE>


     4.5  Liability  of parties.  Except if and to the extent that such party is
released from  liability to the other party hereto  pursuant to the provision of
subsection 4.4.

              4.5.1.  the  Landlord  (a) shall be  responsible  for,  and shall
indemnify  and hold  harmless the Tenant  against and from any and all liability
arising out of, any injury to or death of any person or damage to any  property,
occurring  anywhere upon the  Property,  if, only if and to the extent that such
injury,  death or  damage is  proximately  caused by the  grossly  negligent  or
intentionally  tortious act or omission of the Landlord or its agents,  officers
or employees,  but (b) shall not be responsible for or be obligated to indemnify
or hold  harmless the Tenant  against or from any liability for any such injury,
death or damage occurring  anywhere upon the Property  (including the Premises),
(i) by reason of the  Tenant's  occupancy  or use of the  Premises  or any other
portion of the Property, or (ii) because of fire, windstorm, act of God or other
cause unless solely caused by such gross  negligence or  intentionally  tortious
act or omission of the Landlord, as aforesaid; and

     4.5.2.  subject to the operation and effect of the foregoing  provisions of
this  subsection  (27), the Tenant shall be  responsible  for, and shall defend,
indemnify and hold harmless the Landlord against and from, any and all liability
or claim of liability (including without limitation  reasonable attorney's fees)
arising  out of any injury to or death of any person or damage to any  property,
occurring within the Premises, or, if caused by Tenant, its employees, agents or
invitees, on the Property.

SECTION 5. IMPROVEMENTS TO PREMISES.

         5.1. By Landlord. (28)

               5.1.1.  The Landlord shall make the  improvements to the Premises
which are set forth in the plans and  specifications  attached hereto as Exhibit
B. (29)

               5.1.2.  [Deleted in entirety]

               5.1.3. the Landlord shall use reasonable efforts to complete such
improvements  by the date on which the Tenant is entitled to occupy the Premises
pursuant to this Lease,  but shall have no liability to the Tenant  hereunder if
prevented from doing so by reason of any (a) strike, lock-out or other labor

-------- 

(27) and except to the extent covered by Landlord's insurance hereunder

(28) The Landlord, at Landlord's, expense, will construct Tenant's Premises with
     a "turnkey" buildout as indicated on Tenant's final approved plans attached
     hereto as Exhibit B. In the event said  buildout  exceeds  Eight and 00/100
     Dollars  ($8.00) per rentable  square foot, the Tenant shall be responsible
     for any costs above such amount. All Building,  IIVAC, fire and life safety
     code requirements (including,  but not limited to, sprinklers,  exit signs,
     heat pumps and VAV boxes) shall be installed  and/or  relocated as required
     by Tenant's final plans, at Landlord's expense.

(29) Landlord shall warrant all  construction  against latent defects for thirty
     (30) days after the Commencement Date.


<PAGE>

labor troubles,  (b)  governmental  restrictions or limitations,  (c) failure or
shortage of electrical power, gas, water, fuel oil, or other utility or service,
(d) riot,  war,  insurrection or other national or local emergency (e) accident,
flood, fire or other casualty,  (f) adverse weather condition,  (g) other act of
God, (h) inability to obtain a building permit or a certificate of occupancy, or
(i) shortage of materials or labor,  or (j) other cause similar or dissimilar to
any of the  foregoing  and beyond the  Landlord's  reasonable  control.  In such
event,  (a) the  Commencement  Date shall be postponed for a period equaling the
length of such delay, (b) the Termination  Date shall be determined  pursuant to
the  provisions of subsection  1.1 by reference to the  Commencement  Date as so
postponed,  and (c) the Tenant shall accept  possession  of the Premises  within
three (3) days after such  completion.  If Tenant  does not submit  drawings  or
approvals in a timely manner and, as a result,  the Landlord  cannot deliver the
Premises timely, the Lease Commencement Date shall not be postponed. (30)

     5.2. By Tenant. The Tenant shall not make any (31) alteration,  addition or
improvement  to the Premises  without  first  obtaining the  Landlord's  written
consent thereto (32). If the Landlord consents to any such proposed  alteration,
addition or improvement,  it shall be made at the Tenant's sole expense (and the
Tenant  shall  hold the  Landlord  harmless  from any cost  incurred  on account
thereof),  and at such time and in such manner as not  unreasonably to interfere
with the use and  enjoyment  of the  remainder  of the  Property  by any  tenant
thereof or other person.

     5.3. Mechanics' lien. The Tenant shall (a) immediately after it is filed or
claimed,  bond or have  released any  mechanics' ,  materialman's  or other lien
filed or claimed against any or all of the Premises,  the Property, or any other
property  owned or leased  by the  Landlord,  by  reason  of labor or  materials
provided for the Tenant or any of its contractors or subcontractors  (other than
labor or  materials  provided  by the  Landlord  pursuant to the  provisions  of
subsection  5.1),  or otherwise  arising out of the Tenant's use or occupancy of
the Premises or any other portion of the Property, and (b) defend, indemnify and
hold  harmless the  Landlord  against and from any and all  liability,  claim of
liability or expense  (including,  by way of example  rather than of limitation,
that of reasonable  attorneys'  fees) incurred by the Landlord on account of any
such lien or claim.

--------

(30) If the  Premises is not  substantially  completed  (as  defined  herein) by
     November  30,  1998,  then the Tenant at its  option may cancel  this Lease
     without further  liability to Landlord and Landlord shall return  forthwith
     any sums which Tenant had furnished to Landlord.

(31) non-structural

(32) which consent shall not be unreasonably withheld, conditioned or denied

<PAGE>

     5.4. Fixtures. Any and all improvements, repairs, alterations and all other
property attached to, used in connection with or otherwise  installed within the
Premises by the Landlord or the Tenant shall,  immediately  on the completion of
their  installation,  become the Landlord's property without payment therefor by
the Landlord, except that any machinery,  equipment or fixtures installed by the
Tenant and used in the conduct of the Tenant's trade or business (rather than to
service the  Premises or any of the  remainder  of the  Building or the Property
generally) shall remain the Tenant's property.

SECTION 6. UTILITIES AND SERVICES.

   
     6.1.  Utilities.   Landlord  agrees  to  provide  at  its  cost  water  and
electricity   service  connections  into  the  Premises  and  telephone  service
connections  to the  Building,  but Tenant shall pay for all water,  gas,  heat,
light, power, telephone, sewer, and other utilities and services used on or from
the  Premises,  together  with  any  taxes,  penalties,  surcharges  or the like
pertaining  thereto and any maintenance  charges for utilities and shall furnish
all electric  light bulbs and tubes.  If any such  services  are not  separately
metered to Tenant,  Tenant shall pay its  proportionate  share as  determined by
Landlord of all charges jointly metered within the Building.
    

     6.2.  Interruption.  The Landlord shall have no liability to the Tenant for
any compensation or reduction of rent on account of any failure, modification or
interruption  of any such  service  which  either  (a)  arises out of any of the
causes  enumerated in the  provisions  of subsection  5.1, or (b) is required by
applicable law  (including,  by way of example  rather than of  limitation,  any
federal law or regulation relating to the furnishing or consumption of energy or
the temperature of buildings) (33).

SECTION 7.  LANDLORD'S RIGHT OF ENTRY. (34)

   
     The Landlord and its agents shall be entitled to enter the Premises (35) at
any reasonable time (a) to inspect the Premises,  (b) to exhibit the Premises to
any existing or prospective purchaser,  tenant or Mortgagee thereof, (c) to make
any  alteration,  improvement or repair to the Building or the Premises,  or (d)
for any other purpose  relating to the operation or maintenance of the Property;
provided  that  the  Landlord  shall  (a)  (unless  doing so is  impractical  or
unreasonable  because of  emergency)  give the Tenant at least (36) hours' prior
notice of its intention to enter the Premises, and (b) use reasonable efforts to
avoid thereby  interfering  more than is reasonably  necessary with the Tenant's
use and enjoyment thereof.
    

--------

(33) Except  in  the  case  of an  emergency,  Landlord  will  use  commercially
     reasonable  efforts to give  Tenant at least  four (4) days  prior  written
     notice if  Landlord  intends  to  interrupt  any  services  required  to be
     furnished by Landlord.

(34) 6.3 Landlord failure to furnish  services.  If, for any reason,  there is a
     failure to furnish the facilities,  utilities or services specified in this
     Lease or a condition exists which interferes substantially with or prevents
     Tenant's  normal  use of the  Demised  Premises  or any  part  thereof  and
     Landlord  does not  immediately  commence  action to restore  same or if so
     commenced,  does not continue such action with  reasonable  diligence until
     same are restored, then, in any such event, and upon the giving of five (5)
     days written  notice to  Landlord,  Tenant shall have the option to furnish
     such  facilities,  utilities,  or  services  for  its  own  account  as may
     reasonably,  under the  circumstances,  be obtained by Tenant, and Landlord
     shall reimburse Tenant the reasonable costs thereby within thirty (30) days
     of receipt of an invoice  therefor.  If such  interruption of service shall
     continue  for five (5)  consecutive  days,  the Basic  Monthly  Rental  and
     Additional  Rental shall  abate,  based upon the portion or portions of the
     Demised Premises affected by such interruption of service and the degree of
     adverse  affect of the  interruption  upon the normal  conduct of  Tenant's
     business at the Demised Premises,  until such interruption is remedied.  If
     any such  interruption  of service shall  continue for more than sixty (60)
     consecutive  days,  Tenant may, by written  notice to Landlord given at any
     time prior to the  resumption of service to a reasonable  level,  terminate
     this Lease, and, upon the giving of such notice,  this Leas shall terminate
     and  expire on the date set forth in such  notice,  which date shall be not
     more than ninety (90) days after the date of such notice.

     6.4  Services  If  Not  Provided  by  Landlord.   Notwithstanding  anything
     contained  herein,  if Tenant cannot  reasonably use all, or any portion of
     the Premises  for  Tenant's  normal  business  operations  by reason of any
     interruption in services and such condition exists for five (5) consecutive
     business  days,  then  Tenant's  rent  shall be  equitably  abated for that
     portion of the Premises  that Tenant is unable to occupy until such service
     is restored and Tenant is able to use the Premises.

(35) with a representative of Tenant

(36) forty-eight (48)

<PAGE>

SECTION 8.  FIRE AND OTHER CASUALTIES.

     8.1. General.  If the Premises are damaged by fire or other casualty during
the term,

                  8.1.1. the Landlord shall, with reasonable  promptness (taking
into account the time required by the Landlord to effect a settlement  with, and
to procure any insurance  proceeds from, any insurer against such casualty,  but
in any  event  within  two  hundred  twenty  (220)  days  after the date of such
casualty),  substantially  restore the premises to their  condition  immediately
before such casualty,  and may  temporarily  enter and possess any or all of the
Premises for such purpose (provided, that the Landlord shall not be obligated to
repair, restore or replace any fixture, improvement,  alteration,  furniture, or
other property owned, installed or made by the Tenant), but

                  8.1.2.  the times for  commencement and completion of any such
restoration  shall be  extended  for the period of any delay  occasioned  by the
Landlord  in  doing  so  arising  out of any of  the  causes  enumerated  in the
provisions of subsection 5.1. If the Landlord undertakes to restore the Premises
and such restoration is not  accomplished  within the said period of two hundred
twenty (220) days plus the period of any extension  thereof,  as aforesaid,  the
Tenant may terminate this Lease by giving written notice thereof to the Landlord
within thirty (30) days after the expiration of such period, as so extended; and

               8.1.3. so long as the Tenant is deprived of the use of any or all
of the Premises on account of such  casualty,  the Base Rent and any  Additional
Rent  payable  under  the  provisions  of  subsection  2.2.  shall be  abated in
proportion to the number of square feet of the Premises  rendered  substantially
unfit for occupancy by such casualty,  unless,  because of any such damage,  the
undamaged  portion of the Premises is made materially  unsuitable for use by the
Tenant for the purposes set forth in the provisions of Section 3, in which event
the Base Rent and any such  Additional Rent shall be abated entirely during such
period of deprivation.

         8.2.   Substantial destruction.  Anything contained in the foregoing
provisions of this Section to the contrary notwithstanding,

                  8.2.1.  if during the Term the  Building is so damaged by fire
or other  casualty  that (a) either the Premises or (whether or not the Premises
are damaged)  the Building is rendered  substantially  unfit for  occupancy,  as
reasonably  determined  by the  Landlord,  or (b) the Building is damaged to the
extent that the Landlord  reasonably elects to demolish the Building,  or if any
Mortgagee  requires that any or all of such insurance proceeds be used to retire
any or all of the  debt  secured  by its  Mortgage,  then in any  such  case the
Landlord may elect to terminate  this Lease,  as of the date of such casualty by
giving  written  notice  thereof to the Tenant within thirty (30) days as of the
date of such casualty; and


<PAGE>

                  8.2.2. in such event, (a) the Tenant shall pay to the Landlord
the Base Rent and any  Additional  Rent  payable  by the  Tenant  hereunder  and
accrued  through the date of such  termination,  (b) the Landlord shall repay to
the Tenant any and all prepaid Rent for periods beyond such termination, and (c)
the Landlord may enter upon and repossess the Premises without further notice.

     8.3. Tenant's negligence. Anything contained in any provision of this Lease
to the contrary  notwithstanding  (37), if any such damage to the Premises,  the
Building or both are caused by or result  from the  negligent  or  intentionally
tortious act or omission of the Tenant,  those  claiming under the Tenant or any
of their respective officers, employees, agents or invitees,

8.3.1. the Rent shall not be suspended or apportioned as aforesaid, and

                  8.3.2. except if and to the extent that the Tenant is released
from liability therefor pursuant to the provisions of subsection 4.4, the Tenant
shall pay to the Landlord upon demand,  as Additional  Rent, the cost of (a) any
repairs and  restoration  made or to be made as a result of such damage,  or (b)
(if the Landlord  elects not to restore the  Building)  any damage or loss which
the Landlord incurs as a result of such damage.

SECTION 9. CONDEMNATION.

        9.1. Right to award.

               9.1.1. If any or all of the Premises are taken by the exercise of
any  power of  eminent  domain or are  conveyed  to or at the  direction  of any
governmental  entity  under a  threat  of any  such  taking  (each  of  which is
hereinafter referred to as a "Condemnation"),  the Landlord shall be entitled to
collect from the condemning  authority thereunder the entire amount of any award
made in any such proceeding or as  consideration  for such  conveyance,  without
deduction  therefrom  for any leasehold or other estate held by the Tenant under
this Lease.

--------

(37) except to the extent Landlord  receives  insurance  proceeds for any of the
     following,


<PAGE>

               9.1.2.  The Tenant  hereby (a) assigns to the Landlord all of the
Tenant's right, title and interest, if any, in and to any such award; (b) waives
any right which it may  otherwise  have in  connection  with such  Condemnation,
against the Landlord or such  condemning  authority,  to any payment for (i) the
value of the  then-unexpired  portion of the Term, (ii) leasehold  damages,  and
(iii)  any  damage  to or  diminution  of the  value of the  Tenant's  leasehold
interest  hereunder  or  any  portion  of  the  Premises  not  covered  by  such
Condemnation;  and (c) agrees to execute any and all further documents which may
be required to facilitate the Landlord's collection of any and all such awards.

               9.1.3.  Subject  to the  operation  and  effect of the  foregoing
provisions of this Section,  the Tenant may seek,  in a separate  proceeding,  a
separate  award on account of any  damages or costs  incurred by the Tenant as a
result of such Condemnation, so long as such separate award in no way diminishes
any award or payment which the Landlord would  otherwise  receive as a result of
such  Condemnation  and Tenants right of recovery is limited to moving  expenses
and the cost of trade fixtures.

         9.2.  Effect of Condemnation.

               9.2.1. If (a) all the Premises are covered by a Condemnation,  or
(b) any part of the  Premises  is covered by a  Condemnation  and the  remainder
thereof is  insufficient  for the reasonable  operation  therein of the Tenant's
business,  or (c) any of the Building is covered by a  Condemnation  and, in the
Landlord's  reasonable opinion, it would be impractical to restore the remainder
thereof,  or (d) any of the rest of the  Property  is covered by a  Condemnation
and, in the Landlord's  reasonable  opinion, it would be impractical to continue
to operate the  remainder of the Property  thereafter,  then, in any such event,
the Term  shall  terminate  on the date on  which  possession  of so much of the
Premises,  the Building or the rest of the  Property,  as the case may be, as is
covered by such  Condemnation is taken by the condemning  authority  thereunder,
and all Rent  (including,  by way of  example  rather  than of  limitation,  any
Additional Rent payable under the provision of subsection  2.2), taxes and other
charges payable hereunder shall be apportioned and paid to such date.

               9.2.2. If there is a Condemnation and the Term does not terminate
pursuant to the foregoing provision of this subsection, the operation and effect
of this Lease shall be  unaffected  by such  Condemnation,  except that the Base
Rent shall be reduced in proportion to the square footage of floor area, if any,
of the Premises covered by such Condemnation.

<PAGE>

         9.3. If there is a  Condemnation,  the Landlord shall have no liability
to the Tenant on account of any (a)  interruption of the Tenant's  business upon
the Premises, (b) diminution in the Tenant's ability to use the Premises, or (c)
other injury or damage sustained by the Tenant as a result of such Condemnation.

         9.4. Except for any separate proceeding brought by the Tenant under the
provisions of paragraph  9.1.3.,  the Landlord  shall be entitled to conduct any
such  condemnation  proceeding and any settlement  thereof free of  interference
from the Tenant,  and the Tenant  hereby waives any right which it otherwise has
to participate therein.

SECTION 10. ASSIGNMENT AND SUBLETTING. (38)

--------

(38) 10.1 Landlord's Consent.  Tenant shall not assign its interests  hereunder,
     sublease all or any portion of the Premises (for purposes of this Lease,  a
     license shall be deemed to be a sublease), or allow any other person to use
     or occupy any portion of the Premises, without the prior written consent of
     Landlord, which shall not be unreasonably withheld, conditioned or delayed,
     except that Landlord  shall not, under any  circumstances,  be obligated to
     consent to any  assignment  or subletting by Tenant (i) to any other tenant
     of the Building, (ii) by operation of law, or (iii) to any person who fails
     to meet any of the other  reasonable  criteria of Landlord  that Tenant was
     required to meet prior to the execution of this Lease,  including,  without
     limitation, the following:

     (a)  With the  exception  of a transfer  pursuant to  Paragraph  10.2,  the
          financial  strength of the  proposed  assignee or  subtenant,  both in
          terms of net worth and in terms of  reasonably  anticipated  cash flow
          over the Lease  Term,  meets or exceeds  the  reasonable  criteria  of
          Landlord  that Tenant was  required to meet prior to the  execution of
          this  Lease,  and  such  proposed   transferee  can  demonstrate,   to
          Landlord's reasonable satisfaction,  that it is capable of meeting the
          financial obligations under this Lease.

     (b)  The proposed assignee or subtenant will not burden the Premises and/or
          Common Areas to an extent  substantially  disproportionate  to typical
          tenants of the Building,  whether through  disproportionate demand for
          landlord  services or utilities,  disproportionate  bearing weights on
          floor areas,  disproportionate parking requirements,  deterioration of
          floors or other elements of the Building, or otherwise.

     (c)  Any  substantial  alterations  must be mutually  agreed upon, in which
          event Tenant is  responsible  for repairing any such  alterations  and
          will return the Premises to Landlord in it's original condition.

     (d)  The proposed  assignee's  or subtenants  use of the Premises  will, in
          Landlord's  reasonable  judgment,  be compatible  with the uses of the
          other tenants in the Building or will be  appropriate  for  comparable
          office building.

     (e)  Any failure of the  proposed  assignee or subtenant to meet any of the
          reasonable criteria of Landlord that Tenant was required to meet prior
          to the execution of this Lease.

With respect to any  proposed  assignment  or  subleasing  requiring  Landlord's
consent,  Tenant shall submit to Landlord in writing,  at least thirty (30) days
prior  to the  effective  date  of the  assignment  date  of the  assignment  or
sublease,  (i) a notice of application to assign or sublease,  setting forth the
proposed  effective date,  which shall be not less than thirty (30) or more than
ninety  (90)  days  after  the  delivery  of such  notice;  (ii) the name of the
proposed transferee;  (iii) the nature of the proposed  transferee's business to
be  carried  on in the  Premises;  (iv) the terms of the  proposed  sublease  or
assignment;  and (v) a current financial  statement of the proposed  transferee.
Tenant  shall not submit  any such  application  to  Landlord  until  Tenant has
received a bona fide  offer  from the  proposed  transferee,  and  Tenant  shall
furnish  Landlord,  in addition  to the  foregoing,  with all other  information
reasonably  required by Landlord with respect to such  transfer and  transferee.
Any  transfer  (or sequence of transfers  resulting,  in the  aggregate,  in the
transfer) of 50% or more of the beneficial  ownership of Tenant shall constitute
an assignment for purposes of this Article.

10.2 Transfers Not Requiring Consent.  Notwithstanding the foregoing, Landlord's
consent shall not be required with respect to (i) any assignment  resulting from
a consolidation,  merger or purchase of substantially all of Tenant's assets; or
(ii) any  assignment  or  sublease to a person (a) who wholly owns Tenant or who
wholly owns the person who wholly owns Tenant (in either case,  a "Parent"),  or
who is wholly owned by Tenant or a Parent, or is wholly owned by a person who is
wholly  owned by Tenant or a Parent,  and (b) with the  exception  of a transfer
pursuant to Paragraph 10.2, the financial  strength of the proposed  assignee or
subtenant,  both in terms of net  worth and in terms of  reasonably  anticipated
cash flow over the Lease  Term,  meets or exceeds  the  reasonable  criteria  of
Landlord  that Tenant was required to meet prior to the execution of this Lease,
and  such  proposed  transferee  can  demonstrate,   to  Landlord's   reasonable
satisfaction, that it is capable of meeting the financial obligations under this
Lease. With respect to any assignment or subletting to which Landlord's  consent
is not required, the following provisions shall apply:

     1.  Tenant  shall  give  Landlord  written  notice  of  the  assignment  or
subletting  no less than thirty (30) days prior to the  effective  date thereof,
which  notice  shall set forth the  identity  of the  proposed  transferee,  the
reason(s) why Landlord's consent is not required, and the nature of the proposed
transferee's business to be carried on in the Premises.

     2.  Tenant  shall  furnish  Landlord  (a) no less than 30 days prior to the
effective  date  of  the  assignment  or  subletting  with a  current  financial
statement of the proposed transferee reasonably acceptable to Landlord;  and (b)
within three (3) days following  Landlord's  demand,  with all other information
reasonably requested by Landlord with respect to such transferee.

Any  assignment or subletting  to which  Landlord's  consent is not required and
with respect to which the  provisions  of this  paragraph  are not complied with
shall, at Landlord's option, be void.

10.3 Recapture.  Except for transfers under Paragraph 10.2,  Landlord shall have
the option to be exercised  within  thirty (30) days from the  submission of the
aforesaid  information  to cancel  this  Lease  with  respect to the space to be
assigned or the space to be sublet for the duration of the proposed sublease.

10.4  Net Revenues.

     1. Sublease Revenues. In the event that Tenant subleases all or any portion
of the  Premises  and the total of all  amounts  payable to Tenant for any month
under  such  sublease  exceeds  the total of all  amounts  payable  to  Landlord
hereunder  for such month for the same space,  fifty  percent  (50%) of such net
sublease  revenues  ("Net Sublease  Revenues")  received by Tenant for any month
shall be paid to Landlord within 10 business days thereafter.

     2. Sublease and Assignment Revenues.  In the event that Tenant assigns this
Lease  with  respect  to all or any  portion  of  the  Premises  (the  "assigned
premises"),  Tenant shall pay to Landlord fifty percent (50%) of the amount,  if
any, by which all amounts  paid to Tenant in  consideration  of such  assignment
exceed the sum of (a) all Monthly  Rent and  Additional  Rent paid by Tenant for
the assigned  premises for the period from the date Tenant vacated the same (and
provided Landlord with written notice of such vacation) until the effective date
of the assignment and (b) all brokerage  commissions  reasonably incurred by the
assigning tenant in connection with such assignment.

10.5  Continuing  Liability;  Voidable  Transfers.  No  assignment of this Lease
(other  than an  assignment  to  Landlord  resulting  from  Landlord's  right of
recapture),  and no  subletting  of all or any  portion of the  Premises,  shall
release Tenant or any guarantor with respect to any  post-transfer  obligations,
unless Landlord agrees  otherwise in writing in its absolute  discretion and any
such assignment or sublease shall,  at Landlord's  option,  be void in the event
that Tenant and each such guarantor,  if any, does not expressly acknowledge and
affirm its continuing liability in form and substance reasonably satisfactory to
Landlord. The continuing liability of the assigning Tenant shall be primary, and
Landlord shall be entitled to exercise its rights and remedies  against any such
assignor with respect to any Tenant  Default  without  exhausting its rights and
remedies  against any successor of such  assignor.  In the event that it is ever
held,  notwithstanding  the contrary  intention of the parties hereto,  that any
such  assignor's  continuing  liability  is that  of a  guarantor  (rather  than
primary),  Tenant  hereby waives any and all  suretyship  rights and defenses to
which  it would  otherwise  be  entitled  in  connection  with  such  continuing
liability.  Notwithstanding  the  foregoing,  in the event that,  following  any
assignment (other than an assignment described in Section B, above) Landlord and
such  assignee  modify  this Lease in such a way as to increase  Tenant's  total
obligations  hereunder,  neither the assigning  Tenant nor any  guarantor  whose
guaranty  pre-dated such assignment shall be liable for the incremental  portion
of Tenant's  obligations  corresponding to such increase.  The acceptance of any
assignment by an assignee shall automatically  constitute the assumption by such
assignee of all obligations of Tenant with respect to the assigned premises that
accrue following the assignment;  provided, however, that any assignment of this
Lease shall,  at Landlord's  option,  be void in the event the assignee does not
expressly  acknowledge and affirm the effectiveness of the foregoing  assumption
in form and substance  reasonably  satisfactory  to Landlord.  Any assignment or
subletting  by Tenant to which  Landlord's  consent is required but not obtained
shall, at Landlord's option, be void.  Following  Landlord's consent, or refusal
to consent,  to any  assignment  or sublease,  Tenant shall pay  Landlord,  upon
demand,  a  reasonable  charge  (not to  exceed  $250.00)  to  cover  Landlord's
administrative and out-of-pocket costs in connection therewith.

10.6 Other Provisions Applicable to Transfers. No assignment or subletting shall
be deemed to modify any  provision  of this Lease,  with respect to permitted or
restricted  uses of the  Premises  or  otherwise,  unless  Landlord  then agrees
otherwise in writing in its absolute  discretion.  Tenant shall promptly furnish
Landlord with a copy of each executed assignment or sublease, and with copies of
any  supplements  or  modifications  thereto  which may be executed from time to
time.

10.7  Assignment  of Sublease  Revenues.  Tenant  hereby  absolutely  assigns to
Landlord all of Tenant's right, title and interest in and to all revenues,  with
the exception of those addressed in Paragraph 10.4.2,  from each sublease of all
or any portion of the Premises;  provided,  however, that Landlord hereby grants
Tenant a  license,  which  shall  remain in effect so long as no Tenant  default
remains uncured, to collect all such revenues (subject to Tenant's obligation to
deliver  certain of such  revenues to  Landlord  under this  Article).  Upon the
occurrence  of any Tenant  default,  Landlord may revoke such license by written
notice to Tenant and may, by written  notice to any subtenant of Tenant,  demand
that such subtenant pay all such revenues  directly to Landlord.  In such event,
Tenant  irrevocably  authorizes  and  directs  any  such  subtenant  to pay such
revenues to Landlord,  and further agrees (a) that any such  subtenant  shall be
obligated  and  entitled to pay such  revenues to Landlord  notwithstanding  any
contrary  contentions or instruction  later received from Tenant and (b) that no
such subtenant  shall have any liability to Tenant for any such revenues paid to
Landlord in accordance with the foregoing. Landlord shall not be entitled to use
or enjoy any such revenues except for the purpose applying such revenues against
unfulfilled obligations of Tenant hereunder with respect to which the applicable
cure periods have expired, or to reimburse Landlord for other losses suffered by
Landlord as a result of any Tenant default,  or to compensate Landlord for other
losses suffered by Landlord as a result of any Tenant default. Any such revenues
remaining in landlord's possession following the cure of all Tenant defaults and
the reimbursement of all such costs and losses shall be delivered to Tenant upon
demand.  No such  notice  to any  subtenant  or  receipt  of  revenues  from any
subtenant  shall be deemed to constitute  either (i) Landlord's  consent to such
sublease or (ii) the  assumption  by Landlord of any  obligation of Tenant under
such  sublease,  nor shall any such notice or receipt create privity of contract
between   Landlord   and  the   applicable   subtenant  or  be  construed  as  a
nondisturbance or similar agreement between Landlord and such subtenant.

10.8 Transfers by Subtenants. The provisions of this Article shall also apply to
assignments and subleases by subtenants, sub- subtenants and so on.

10.9 Assignment of Options. Without limiting the generality of any provisions of
this Lease which  states that any option or other right of Tenant is personal to
the original Tenant hereunder or may only be assigned under certain  conditions,
except for transfers  under Paragraph 10.2, no option or similar right of Tenant
hereunder,  including without  limitation any option to extend or renew,  option
the expand,  first offer or first refusal right, or first right to lease, may be
assigned , and any attempt to assign such right shall be null and void.

10.10 Encumbrance.  Tenant shall not assign its interests  hereunder as security
for any  obligation  without  Landlord's  prior  written  consent,  which may be
withheld in Landlord's absolute discretion, and any such assignment without such
consent shall, at Landlord's option, be void.

<PAGE>


   
         10.1  [Deleted in its entirety]
    

       

SECTION 11. RULES AND REGULATIONS.

     The Landlord  shall have the right to  prescribe,  at its sole  discretion,
reasonable  rules and  regulations  (hereafter  referred  to as the  "Rules  and
Regulations")  having  uniform  applicability  to all  tenants  of the  Building
(subject to the provisions of their  respective  leases) and governing their use
and enjoyment of the Building and the remainder of the Property;  provided, that
the Rules and Regulations  shall not materially  interfere with the Tenant's use
and enjoyment of the Premises,  in accordance with the provisions of this Lease,
for the purposes  enumerated  in the  provisions  of Section 3. The Tenant shall
adhere to the Rules and  Regulations  and  shall  cause its  agents,  employees,
invitees,  visitors and guests to do so. A copy of the Rules and  Regulations in
effect on the date hereof is attached hereto as Exhibit C.

SECTION 12. SUBORDINATION; ATTORNMENT AND NON-DISTUBANCE.

     12.1.  Subordination.  This Lease shall be subject and  subordinate  to the
lien, operation and effect of each mortgage,  deed of trust, ground lease and/or
other, similar instrument of encumbrance heretofore or hereafter covering any or
all of the  Premises  or  the  remainder  of the  Property  (and  each  renewal,
modification,  consolidation,  replacement or extension thereof), (each of which
is herein  referred  to as a  "Mortgage"),  all  automatically  and  without the
necessity of any action by either party hereto.

     (39) 12.2.  Attornment and non-disturbance.  The Tenant shall,  promptly at
the request of the Landlord or the holder of any Mortgage (herein referred to as
a "Mortgagee"), execute, enseal, acknowledge and deliver such further instrument
or instruments

                  12.2.1.  evidencing such subordination as the Landlord or such
Mortgagee deems necessary or desirable, and

   
                  12.2.2. [deleted in entirety]
    

         12.3.  Anything  contained  in the  provisions  of this  Section to the
contrary notwithstanding,  any Mortgagee may at any time subordinate the lien of
its Mortgage to the  operation  and effect of this Lease  without  obtaining the
Tenant's consent thereto, by giving the Tenant written notice thereof, in which
event this Lease shall be deemed to be senior to such Mortgage without regard to
their respective dates of execution,  delivery and/or recordation among the Land
Records of the said County,  and thereafter  such Mortgagee  shall have the same
rights  as to the Lease as it would  have had,  were  this  Lease  executed  and
delivered before the execution of such Mortgage. (40)

--------

(39) 12.1.2  Subordination  Clause.  Notwithstanding  any other provision to the
     contrary, Landlord shall use commercially reasonable efforts to obtain from
     any future lender as a condition to Tenant's  agreement to subordinate this
     Lease, a mutually satisfactory non-disturbance agreement.

(40) Landlord  covenants  and warrants  that it has lawful title to the Property
     and the right to make this Lease, that Tenant shall have full and exclusive
     possession  of the  Premises,  and that,  if Tenant  shall pay the Rent and
     perform all the  agreements,  covenants,  and  conditions  required by this
     Lease to be  performed  by it,  Tenant may freely,  peaceably,  and quietly
     occupy and enjoy the Premises.

<PAGE>


SECTION 13. DEFAULT.

         13.1. Definition:  As used in the provisions of this Lease, each of the
following events shall constitute,  and is hereinafter referred to as, an "Event
of Default":

                  13.1.1.  If the Tenant  fails to (a) pay any Rent or any other
sum which it is obligated to pay by any provision of this Lease, when and as due
and payable  hereunder and without  demand  therefor,  or (b) perform any of its
other obligations under the provisions of this Lease; or

                  13.1.2.  If the  Tenant (a)  applies  for or  consents  to the
appointment  of a receiver,  trustee or  liquidator of the Tenant or of all or a
substantial part of its assets,  (b) files a voluntary petition in bankruptcy or
admits in writing its  inability to pay its debts as they come due, (c) makes an
assignment for the benefit of its  creditors,  (d) files a petition or an answer
seeking a  reorganization  or an arrangement  with  creditors,  or seeks to take
advantage of any insolvency  law, (e) performs any other act of  bankruptcy,  or
(f) files an answer  admitting  the  material  allegations  of a petition  filed
against the Tenant in any bankruptcy,  reorganization or insolvency  proceeding;
or

                  13.1.3. if (a) an order,  judgment or decree is entered by any
court of competent jurisdiction adjudicating the Tenant a bankrupt or insolvent,
approving a petition  seeking such a  reorganization,  or appointing a receiver,
trustee  or  liquidator  of the  Tenant or of all or a  substantial  part of its
assets,  or (b) there otherwise  commences as to the Tenant or any of its assets
any proceeding under any bankruptcy,  reorganization,  arrangement,  insolvency,
readjustment,  receivership or similar law, and if such order, judgment,  decree
or proceeding continues unstayed for more than sixty (60) (41) consecutive days;

                  13.1.4.   if the Tenant fails to occupy and assume possession 
of the Premises within fifteen (15) (42) days after the Commencement Date;

--------

(41)   ninety (90)

(42)   thirty (30)

<PAGE>

               13.1.5.  if the Tenant  generally  fails to pay its debts as they
become due; or

   
               13.1.6. if the Tenant abandons the Premises,  whether or not Rent
or other sums are due and unpaid hereunder. (43)
    

         13.2.  Notice  to  Tenant;  grace  period.  Anything  contained  in the
provisions of this Section to the contrary notwithstanding, on the occurrence of
an Event of Default the Landlord shall not exercise any right or remedy which it
holds under any provision of this Lease or applicable law unless and until

                  13.2.1.  the Landlord has given written  notice thereof to the
Tenant,  if written  notice is required by this Section for the Event of Default
which has occurred, and

   
                  13.2.2.  the Tenant has  failed,  (a) if such Event of Default
consists of a failure to pay money,  within five (5) (44) days (45), (46) or (b)
if such  Event of  Default  consists  of  something  other than a failure to pay
money, within thirty (30) days thereafter actively, diligently and in good faith
to begin to cure such Event of Default and to continue thereafter to do so until
it is fully cured; provided, that
    

               13.2.3. no such notice shall be required, and the Tenant shall be
entitled to no such grace  period,  (a) in an  emergency  situation in which the
Landlord  acts to cure such  Event of  Default  pursuant  to the  provisions  of
paragraph  13.3.5.;  or (b) more than twice during any twelve (12) month period,
or (c) if the  Tenant  has  substantially  terminated  or is in the  process  of
substantially  terminating its continuous  occupancy and use of the Premises for
the purpose set forth in the  provisions of Section 3, or (d) in the case of any
Event of Default  enumerated in the provisions of paragraphs  13.1.2.,  13.1.3.,
13.1.4. and 13.1.6.

--------

(43) In the event Tenant should cease to continue to operate its business at the
     Premises for a period of sixty (60)  consecutive  days for any reason other
     than  Tenant's  alterations,  casualty  or  other  reason  beyond  Tenant's
     reasonable  control,  or temporary (i.e., no more than 6 months) relocation
     of Tenant's business as a result of a contract requirement,  Landlord shall
     have the right at any time  thereafter to terminate the Lease and recapture
     the Premises upon thirty (30) days prior written notice to Tenant. Landlord
     shall also have the option to recapture  the Premises upon thirty (30) days
     prior  written  notice to Tenant  without  terminating  the Lease.  In such
     event,  Tenant shall remain liable for the Rent until such time as Landlord
     leases the  Premises to another  party.  In such event,  Landlord  will use
     economically   reasonable   efforts  to  relet  the  Premises  if  Landlord
     recaptures the Premises without terminating the Lease.

(44) business

(45) after written notice is received

(46) , however,  Landlord  shall only be obligated to provide  written notice to
     Tenant  twice in each Lease Year;  thereafter,  no notice shall be due from
     Landlord  to Tenant and Tenant  shall be in an Event of Default if it fails
     to pay such amounts when due, or

<PAGE>

         13.3.  Landlord's rights on Event of Default.  On the occurrence of any
Event of Default,  the Landlord may (subject to the  operation and effect of the
provisions of subsection 13.2) take any or all of the following actions:

                  13.3.1.   re-enter and repossess the Premises and any and all
improvements thereon and additions thereto;

                  13.3.2.  declare  the  entire  balance  of the  Rent  for  the
remainder  of the Term to be due and  payable,  and collect  such balance in any
manner not inconsistent with applicable law;

                  13.3.3.   terminate this Lease;

                  13.3.4.  relet  any or all of the  Premises  for the  Tenant's
account for any or all of the remainder of the Term as hereinabove  defined,  or
for a period  exceeding such  remainder,  in which event the Tenant shall pay to
the  Landlord,  at the times and in the manner  specified by the  provisions  of
Section 2, the Base Rent and any Additional Rent accruing during such remainder,
less any monies  received by the Landlord of any (47)  attorneys' fees or of any
repairs or other action  (including  those taken in  exercising  the  Landlord's
rights  under any  provision  of this Lease) taken by the Landlord on account of
such Event of Default;

   
                  13.3.5.  cure such Event of Default in any other manner (after
giving the Tenant written notice of the Landlord's  intention to do so except as
provided in paragraph  13.2.3.),  in which event the Tenant shall  reimburse the
Landlord  for all expenses  incurred by the Landlord in doing so, plus  interest
thereon  at the  lesser  of the rate of (48)  per  annum ,  which  expenses  and
interest shall be Additional Rent and shall be payable by the Tenant immediately
on demand therefor by the Landlord; and/or
    

                  13.3.6.  pursue any  combination  of such remedies  and/or any
other remedy available to the Landlord on account of such Event of Default under
applicable law.

     13.4. No waiver.  No action taken by the Landlord  under the  provisions of
this Section  shall  operate as a waiver of any right which the  Landlord  would
otherwise have against the Tenant for the Rent hereby reserved or otherwise, and
the Tenant shall remain  responsible  to the Landlord for any loss and/or damage
suffered by the Landlord by reason of any Event of Default.

--------

(47) reasonable

(48) twelve percent (12%)

<PAGE>

       13.5.  Default by  Landlord.  In the event of any default by  Landlord,
Tenant's  exclusive  remedy shall be an action for actual direct damages (Tenant
hereby  waiving the benefit of any laws  granting it a lien upon the property of
Landlord  and/or upon rent due  Landlord),  but prior to any such action  Tenant
will give Landlord  written notice  specifying such default with  particularity,
and  Landlord  shall  thereupon  have thirty (30) days in which to cure any such
default.  Unless  and until  Landlord  fails to so cure any  default  after such
notice,  Tenant shall not have any remedy or cause of action by reason  thereof.
All  obligations  of Landlord  hereunder  will be  construed as  covenants,  not
conditions,  and all such  obligations will be binding upon Landlord only during
the  period of its  possession  of the  Premises  and not  thereafter.  The term
"Landlord" shall mean only the owner, for the time being of the Premises, and in
the event of the  transfer by such owner of its interest in the  Premises,  such
owner  shall  thereupon  be  released  and  discharged  from all  covenants  and
obligations  of  the  Landlord  thereafter  accruing,  but  such  covenants  and
obligations  shall be binding  during the lease term upon each new owner for the
duration of such owner's ownership.  Notwithstanding any other provision hereof,
Landlord shall not have any personal  liability  hereunder.  In the event of any
breach or default by Landlord  in any term or  provision  of this Lease,  Tenant
agrees to look  solely to the equity or  interest  then owned by Landlord in the
Property,  however,  in no event,  shall any  deficiency  judgment  or any money
judgment of any kind be sought or obtained against any Landlord.

SECTION 14. ESTOPPEL CERTIFICATE.

     The  Tenant  shall  time to time,  within  five (5) days (49)  after  being
requested  to  do  so  by  the  Landlord  or  any  Mortgagee,  execute,  enseal,
acknowledge and deliver to the Landlord (or, at the Landlord's  request,  to any
existing or prospective purchaser,  transferee,  assignee or Mortgagee of any or
all of the Premises, the Property, any interest therein or any of the Landlord's
rights under this Lease) an instrument in recordable form,

     14.1.  certifying  (a) that this Lease is unmodified  and in full force and
effect (or, if there has been any modification thereof, that it is in full force
and effect as so modified, stating therein the nature of such modification); (b)
as to the dates to which the Base Rent and any Additional Rent and other charges
arising  hereunder  have been paid;  (c) as to the amount of any prepaid Rent or
any  credit  due to the  Tenant  hereunder;  (d) that the  Tenant  has  accepted
possession of the Premises, and the date on which the Term commenced;  (e) as to
whether,  to the best  knowledge,  information  and belief of the signer of such
certificate,  the Landlord or the Tenant is then in default in performing any of
its  obligations  hereunder  (and,  if so,  specifying  the  nature of each such
default);  and (f) as to any other fact or condition reasonably requested by the
Landlord or such other addressee; and

--------

(49)   ten (10) days

       

<PAGE>

     14.2.  acknowledging  and  agreeing  that any  statement  contained in such
certificate may be relied upon by the Landlord and any such other addressee.

     14.3.  In the event that  Tenant  fails to  deliver in a timely  manner the
estoppel  certificate  described in Section 14,  Landlord  may  complete  such a
certificate  on behalf of Tenant,  which  certificate  shall be binding  against
Tenant as if Tenant itself  signed such  certificate.  For such purpose,  Tenant
hereby    irrevocably    constitutes   and   appoints   Landlord   as   Tenant's
attorney-in-fact  (which  appointment  shall be deemed coupled with an interest)
for and in its name to prepare  and sign on  Tenant's  behalf  such an  estoppel
certificate,  Tenant hereby ratifying and confirming all the said attorney shall
lawfully do or choose to do or be done by virtue hereof, it being understood and
agreed  that the  aforesaid  provisions  impose no burden or  obligation  on the
Landlord to do or perform any act  whatsoever.  After said estoppel  certificate
has been prepared by Landlord,  Landlord  shall  provide  Tenant a copy thereof.
Unless  Tenant  modifies  such  certificate  as may be  appropriate  to make the
certificate  fully  accurate,  and signs and returns to Landlord the certificate
within three (3) days after receipt from  Landlord,  Landlord  shall be entitled
and authorized to sign such estoppel certificate and deliver to any Mortgagee or
other person such estoppel certificate in the name and on behalf of Tenant.

SECTION 15. QUIET ENJOYMENT.

     The  Landlord  hereby  covenants  that the  Tenant,  on paying the Rent and
performing the covenants set forth herein,  shall peaceably and quietly hold and
enjoy,  throughout the Term, (a) the Premises, and (b) such rights as the Tenant
may hold hereunder with respect to the remainder of the Property.

SECTION 16. NOTICES.

     Any notice, demand,  consent,  approval,  request or other communication or
document  to be  provided  hereunder  to a party  hereto  shall be (a)  given in
writing,  and (b) deemed to have been  given (i)  forty-eight  (48) hours  after
being sent as certified or registered  mail in the United States mails,  postage
prepaid,  return receipt  requested,  upon its hand delivery to such party, (50)
addressed as follows:

         If to Landlord:   Massachusetts Mutual Life Insurance Company
                           c/o Cambridge Asset Advisors Limited Partnership
                           560 Herndon Parkway,
                           Suite 210
                           Herndon, VA  20170

--------

(50) (ii) or by recognized overnight delivery service

<PAGE>

         With a Copy to:   Cornerstone Real Estate Advisors, Inc.
                           300 Two Premier Plaza
                           5605 Glenridge Drive
                           Atlanta, GA  30342

         If to Tenant:     Software Technology, Inc.
                           5904 Richmond Hwy., Suite 610
                           Alexandria, VA  22303
                           Attn:  James Campbell

                           Stuart P. Dawley
                           General Counsel
                           Exigent International, Inc.
                           1225 Evans Road
                           Melbourne, Florida  32904-2314
                           Fax # (407) 952-7555

     Each party may change its notice  address by giving  written notice of such
change to the other party in accordance with the terms of this Section 16.


<PAGE>

SECTION 17. LANDLORD'S LIEN. (51)

   
     
    

SECTION 18. GENERAL.

     18.1.  Effectiveness.  This Lease shall become effective upon and only upon
its execution by each party hereto.

     18.2.   Complete   understanding.   This  Lease   represents  the  complete
understanding  between the parties hereto as to the subject  matter hereof,  and
supersedes all prior written or oral negotiations, representations,  warranties,
statements or agreements between the parties hereto as to the same.

--------

(51) Notwithstanding anything contained herein to the contrary,  Landlord agrees
     to delete  Section 17, but expressly  reserves any statutory  liens for the
     Rent in Landlord's  favor as well as all rights and remedies  granted under
     the Uniform Commercial Code.

<PAGE>


     18.3.  Amendment.  This Lease may be  amended by and only by an  instrument
executed and delivered by each party hereto.

     18.4.  Applicable  law.  This Lease shall be given effect and  construed by
application  of the laws of the  Commonwealth  of  Virginia,  and any  action or
proceeding  arising  hereunder  shall be  brought in the  Circuit  Court for the
County of Fairfax of the Commonwealth of Virginia provided,  that if such action
or  proceeding  arises  under the  Constitution,  laws or treaties of the United
States of America, or if there is a diversity of citizenship between the parties
thereto so that it is to be brought in a United States  District Court, it shall
be brought in the United States  District Court for the Eastern  District of the
Commonwealth of Virginia.

     18.5. Waiver. This Landlord shall not be deemed to have waived the exercise
of any right which it holds  hereunder  unless such waiver is made expressly and
in writing  (and no delay or omission by the  Landlord  in  exercising  any such
right shall be deemed to be a waiver of its future exercise).  No such waiver as
to any  instance  involving  the  exercise  of any such right  shall be deemed a
waiver as to any other such instance, or any other such right.

     18.6. Time of essence. Time shall be of the essence of this Lease.

     18.7. Headings. The headings of the Sections,  subsections,  paragraphs and
subparagraphs  hereof  are  provided  herein  for and  only for  convenience  of
reference, and shall not be considered in construing their contents.

     18.8. Construction. As used herein,

               18.8.1.  the term "person" means a natural person,  a trustee,  a
corporation, a partnership and any other form of legal entity; and

               18.8.2.  all  references  made (a) in the  neuter,  masculine  or
feminine  gender shall be deemed to have been made in all such  genders,  (b) in
the singular or plural  number shall be deemed to have been made,  respectively,
in the plural or singular  number as well,  and (c) to any Section,  subsection,
paragraph or  subparagraph  shall,  unless  therein  expressly  indicated to the
contrary, be deemed to have been made to such Section, subsection,  paragraph or
subparagraph of this Lease.

         18.9.  Exhibits.  Each  writing  referred  to herein as being  attached
hereto as an exhibit or otherwise  designated herein as an exhibit hereto made a
part hereof.

         18.10.  Severability.  No determination by any court, governmental body
or otherwise that any provision of this Lease or any amendment hereof is invalid
or unenforceable in any instance shall affect the validity or  enforceability of
(a) any other such  provision,  or (b) such  provision in any  circumstance  not
controlled  by such  determination.  Each  such  provision  shall be  valid  and
enforceable to the fullest  extent  allowed by, and shall be construed  wherever
possible as being consistent with, applicable law.

<PAGE>

         18.11.  Definition of the "Landlord".

                  18.11.1.  As used herein,  the term the  "Landlord"  means the
person  hereinabove  named as such,  and its  heirs,  personal  representatives,
successors  and  assigns  (each of whom  shall have the same  rights,  remedies,
powers,  authorities  and  privileges  as it would have had,  had it  originally
signed this lease as the Landlord).

                  18.11.2.  No person holding the Landlord's  interest hereunder
(whether or not such person is named as the  "Landlord"  herein)  shall have any
liability  hereunder after such person ceases to hold such interest,  except for
any such liability accruing while such person holds such interest.

                  18.11.3.  Neither  the  Landlord  nor  any  principal  of  the
Landlord,  whether disclosed or undisclosed,  shall have any personal  liability
under any provision of this Lease.

         18.12.  Definition  of the  "Tenant".  As used  herein,  the  term  the
"Tenant" means each person  hereinabove  named as such and such person's  heirs,
personal  representatives,  successors and assigns,  each of whom shall have the
same obligations,  liabilities, rights and privileges as it would have possessed
had it  originally  executed  this Lease as the Tenant;  provided,  that no such
right or  privilege  shall inure to the  benefit of any  assignee of the Tenant,
immediate  or  remote,  unless  the  assignment  to  such  assignee  is  made in
accordance  with the  provisions  of Section 10.  Whenever  two or more  persons
constitute  the Tenant,  all such persons shall be jointly and severally  liable
for performing the Tenant's obligations hereunder.

         18.13. Commissions. Each party hereto hereby represents and warrants to
the other that, in connection  with the leasing of the Premises  hereunder,  the
party so representing  and warranting has not dealt with any real estate broker,
agent or finder,  other than The Fred Ezra Company and Cambridge  Property Group
L.P.,  and there is no other  commission,  charge or other  compensation  due on
account  thereof.  Each party hereto shall indemnify and hold harmless the other
against and from any inaccuracy in such party's representation.

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

<PAGE>

     18.15. Approval by Mortgages.  Anything contained in the provisions of this
Lease to the contrary  notwithstanding,  the  Landlord  shall be entitled at any
time  hereafter but before the Landlord  delivers  possession of the Premises to
the Tenant  hereunder,  to terminate this Lease by giving written notice thereof
to the Tenant,  if any Mortgagee fails to approve this Lease for purposes of the
provisions of its Mortgage, and in the manner set forth therein.

     18.16.  Waiver of Trial by Jury.  The Tenant hereby waives trial by jury in
any action or  proceeding  to which the Tenant and the  Landlord may be parties,
arising out of or in any way pertaining to (a) this Lease,  or (b) the Property.
It is agreed and  understood  that this waiver  constitutes a waiver of trial by
jury of all claims against all parties to such actions or proceedings, including
claims against parties who are not parties to this Lease.

     This waiver is knowingly, willingly and voluntarily made by the Tenant, and
the Tenant hereby  represents  that no  representations  of fact or opinion have
been made by any  individual to induce this waiver of trial by jury or to in any
way modify or nullify its effect. The Tenant further represents that it has been
represented  in the  signing of this  Lease and in the making of this  waiver by
independent  legal  counsel,  selected of its own free will, and that it has had
the opportunity to discuss this waiver with counsel.

     18.17. Financial Information.  At Landlord's request,  Tenant shall deliver
certified  copies of Tenant's most recent and historical  financial  statements.
Such statements shall include Balance Sheets,  Income and Expense  Statements as
well as any other  supporting  documents  required  by Landlord or any person or
institution providing financing to the Property or relating to the Property.

     18.18. Authority.  The person executing and delivering this Lease on behalf
of Landlord represents and warrants that he has full power,  authority and right
to do so pursuant to the  ownership  and of Landlord.  The person  executing and
delivering  this Lease on behalf of Tenant  represents  and warrants that he has
full power, authority and right to do so on behalf of Tenant. (52)

--------

(52) 19.1. Building Directory.  The Building shall have a directory displayed in
     the entrance lobby, setting forth Tenant's name and suite number.

     19.2.  Access.  Tenant  shall have access to the  Premises and the Building
     twenty-four (24) hours per day each day of the year.

     19.3.  Key  Access.  The  Landlord,  as of the  Commencement  Date,  and at
     Landlord's  expense,  will  provide key access to the  Building,  and shall
     supply keys for the above in a  reasonable  quantity as required by Tenant.
     Thereafter, Tenant shall pay for any additional keys.

     19.4.  Telephone and Electric Room Access.  Tenant shall have access to the
     Common Area Telephone and Electric Rooms of the Building  twenty-four  (24)
     hours a day, seven (7) days a week, except in the case of an emergency,  in
     which case Tenant  shall not have access to said Rooms.  Tenant  shall have
     access to said Rooms for inspection of their  telephone  lines and electric
     meters only, and shall not perform any work in said Rooms.

<PAGE>

         By signing below,  the  undersigned  individuals  represent and warrant
that they have all requisite  authority to sign this Lease Agreement and to bind
the entity on behalf of which they sign this Lease.

         IN WITNESS  WHEREOF,  each party hereto has executed and ensealed  this
Lease or  caused  it to be  executed  and  ensealed  on its  behalf  by its duly
authorized representatives, the day and year first above written.

WITNESS:             Landlord:   Massachusetts Mutual Life Insurance Company

                                 By: Cornerstone Real Estate Advisors, Inc.,
                                     its duly authorized agent

                                By:  /s/ Robert R. Villeneuve, Vice President
                                    -------------------------------------------
                                Date: September 4, 1998
                                      -----------------------------------------


WITNESS:             TENANT:    Software Technology, Inc.

/s/ Patricia A. Frank           By:  /s/ B.R. Smedley
---------------------------         -------------------------------------------

                                    Name:  B.R. Smedley
                                           ------------------------------------

                                    Title: President
                                           ------------------------------------

                                    Date:  September 1, 1998
                                           ------------------------------------




<PAGE>



                               AGREEMENT OF LEASE
                                 by and between

                  Massachusetts Mutual Life Insurance Company

                                      and

                           Software Technology, Inc.

                                   EXHIBIT A

                                    PREMISES

         The Premises  consists of approximately  11,188 rentable square feet in
Chantilly  Plaza, a 144,875  square foot,  office/warehouse  project  located at
Chantilly,  Fairfax County,  Virginia; to be located in the approximate location
shown on the plan attached hereto as Exhibit A-1.




<PAGE>




                               AGREEMENT OF LEASE
                                 by and between

                  Massachusetts Mutual Life Insurance Company

                                      and

                           Software Technology, Inc.

                                  EXHIBIT A-1

                                   SITE PLAN




<PAGE>




                               AGREEMENT OF LEASE
                                 by and between

                  Massachusetts Mutual Life Insurance Company

                                      and

                           Software Technology, Inc.

                                   EXHIBIT B

                              TENANT IMPROVEMENTS



A.        DEMISING PARTITIONS

          1.   Sound insulated separation between tenants as required.

          2.   Walls to be drywall (to conform  with local  code)  painted  with
               latex flat paint and 2 1/2" vinyl cove base (office areas only).

          3.   Walls  to be  built  to  underside  of roof  deck or  ceiling  as
               required by code.

B.        INTERIOR OFFICE PARTITIONS

          1.   Walls to be1/2"  drywall  painted with latex flat paint and 21/2"
               vinyl cove base.

          2.   Walls to be built to underside of finished ceiling.

C.        DOORS, HARDWARE AND FRAMES

          1.   Doors  will  be  3'0" x 7'0"  hollow  core  finished  with  latex
               semi-gloss paint.

          2.   Finished  hardware  will  include  11/2pair  of butts  per  door,
               passage set on all doors.

          3.   Door frames to be punched for  silencers,  furnished  with finish
               hardware and painted with latex semi-gloss paint.

D.        PERIMETER WALLS

          1.   Walls to be 1/2" drywall painted with latex flat paint and 2 1/2"
               vinyl cove base insulated as per construction drawings.


<PAGE>




E.        VINYL TILE FLOORS

          1.   Vinyl tile  floors to be 12" x 12" x 1/8"  Armstrong  Excellon or
               equal.

F.        CARPET

          1.   Carpet will be 26 oz. level loop carpet.

G.        ACOUSTICAL CEILINGS

          1.   Ceilings to be 2' x 4' white lay in 5/8" mineral fiberboard tiles
               with exposed suspended white grid system.

EXHIBIT B-TENANT IMPROVEMENTS

 H.       BLINDS

          1.   Blinds to be 1" Levelor Series or equal (by tenant).

I.        PLUMBING

          1.   Each tenant area shall be serviced by a toilet  room(s)  equipped
               to  conform  to  all  local  handicapped   requirements  and  all
               miscellaneous accessories.

          2.   Plumbing fixtures shall be as follows;

               a.   Water Closet - Porcelain elongated  bowl/tank  type/white in
                    color.

               b.   Lavatory.

               c.   Hot Water  Heater - "Rheem" or equal,  glass lined unit 6-20
                    gallon capacity as required.

J.        MECHANICAL

          1.   Office Areas - Electric/Gas roof top unit HVAC system.

               a.   Cooling - Outside  temperature 95 degrees dry bulb. Interior
                    temperature 78 degrees dry bulb with approximately 50% R.H.

               b.   Heating - Outside temperature 0 degree/interior  temperature
                    65 degrees.

          2.   Warehouse Areas - Unit heaters.

               a.   Heating - Outside temperature 0 degree/interior  temperature
                    50 degrees.


<PAGE>


          3.   All sheet metal to conform to S.M.A.C.N.A. standards.

          4.   Supply Air Ducts to be insulated with 1/2" foil-faced  fiberglass
               blankets if required.

K.        ELECTRICAL

          1.   Electrical service shall be 100 AMP - standard.

          2.   Office light fixtures to be 2' x 4' four tube fluorescent lay-in,
               in sufficient quantity to maintain 70 foot candles at desk height
               (one per 85 square feet typical).

          3.   Warehouse  light fixtures to be 8' two tube  fluorescent  surface
               mount in sufficient quantity to maintain 25 foot candles.

          4.   One duplex electrical outlet per 150 square feet (office area).

          5.   One electrical switch per 250 square feet (office area).

          6.   All areas will receive emergency  lighting systems as required by
               local codes.

          7.   Each toilet room to receive one (1) exhaust fan.

L.        SPRINKLER

          1.   Sprinkler heads will be dropped into each office area as required
               by local codes.

<PAGE>


                               AGREEMENT OF LEASE
                                 by and between

                  Massachusetts Mutual Life Insurance Company

                                      and

                           Software Technology, Inc.

                                  EXHIBIT B-1

                                   SPACE PLAN




<PAGE>

                               AGREEMENT OF LEASE
                                 by and between

                  Massachusetts Mutual Life Insurance Company

                                      and

                           Software Technology, Inc.

                                  EXHIBIT B-2

                              TENANT IMPROVEMENTS



1.   In accordance  with Section 5.1 of the Agreement of Lease,  Landlord  shall
     make the improvements to the Premises as herein  specified.  Landlord shall
     bear the  costs of the  buildout  only to the  extent  provided  for in the
     Lease.  Tenant shall bear the  responsibility  for costs above such amount.
     Prior to the date construction  commences  certain of these  specifications
     may  be  modified  (with  Landlord  consent,  which  consent  shall  not be
     unreasonably conditioned, withheld, delayed or denied) or deleted by Tenant
     in order to control  the cost above that  provided  by  Landlord.  Any such
     modification  or deletions  must be made within 5 business days of Tenant's
     receipt of the final bids from Landlord's contractor.  Additionally, Tenant
     may directly contract for the modification,  installation  and/or repair of
     the  Premises  alarm  system,  as herein  provided,  and submit to Landlord
     application for  reimbursement of the costs therefor (which amount will not
     be subject to any  additional  costs or fees and will be deducted  from the
     buildout allowance provided in Section 5 of the Lease).

2.   All Walls repaired and painted;  

3.   All Carpets  replaced with commercial grade carpet,  unclassified  area use
     similar grade carpet;

4.   Remove all room number holders;  

5.   Replace all damaged ceiling tiles, to include stained;

6.   Determine and fix  suspected  leak in room 123. This room has visible water
     stain areas;

7.   Fix all emergency lights;

<PAGE>

8.   Install red flashing  ceiling  lights in every hall,  light must be visible
     from each office; 

9.   Emergency  Lighting in room 128 and individual HVAC; 

10.  Close up interior door of office 116;

11.  Close up left side door of room 122;  

12.  Remove  frame of hallway  doors  (label "5" on  diagram)  and sheet rock in
     where possible;

13.  Room  104 -  needs  Power  Challenge  L Nema  6-20R  which  is a  220V  20A
     receptable;

14.  Doors:
     
     All  perimeter  SCIF doors  must be  plumbed in their  frames and the frame
     firmly affixed to the  surrounding  wall. Door frames must be of sufficient
     strength to preclude distortion that could cause improper alignment of door
     alarm sensors, improper door closure or degradation of audio security.

     Doors 7 and 8 must be equipped  with an automatic  door closer and a Unican
     Simplex  L-1000  cipher lock. If doors are equipped with hinge pins located
     on the  exterior  side of the door,  the hinges  must be treated to prevent
     removal of the door (e.g. welded, set screws, etc.)

     All emergency doors must be fitted with automatic door closer.

     Door 8 must also have a Sargeant & Greenleaf  Model SM 183 (or  comparable)
     sliding dead bolt  installed on the SCIF side of the door.  Please have the
     Sargeant & Greenleaf Model 8470R  combination  lock with  anti-drill  plate
     currently on the door to Room 128 relocated and installed on door 7.

     The Common  Hallway  Door into Room 130 must be treated  with an  automatic
     door closure, treated hinge pins and a key lock. The door should allow easy
     egress but  require a key to enter.  Install a metal plate over the locking
     device portion of the lock to prevent a break-in.

     The  two  Emergency  Exit  Doors  (# 3)  must be  constructed  of  material
     equivalent  in  strength  and  density  to Doors 7 and 8. The door  must be
     secured  with  deadlocking   panic  hardware  (Alarm  Lock  Model  #70R  or
     comparable) on the inside and have no exterior hardware.  Outside hinges to
     be pinned or spot welded.  They will be equipped with a local enunciator in
     order to alert people  working in the area that someone exited the facility
     due to an emergency.


<PAGE>

     Door construction of SCIF and/or Emergency Exit Doors should be either:

     a.   Solid wood core door, a minimum of 1 3/4 inches thick. OR

     b.   Metal fire or acoustical  protection  doors, a minimum of 1 3/4 inches
          thick.

     All SCIF exterior doors must be treated for sound  protection  (sound seals
     with drop seal on bottom).

15.  Any exterior wall penetrations must be patched, repaired and match existing
     finishes.

16.  Relocate current access control device on Room 128 to Room 145.

17.  Install Unican Simplex L-1000 on Room 128.

18.  Room 151 remove doors and both walls - open up area.

19.  Replace existing lighting system with parabolic or para-wedge system.

20.  Verify condition of HVAC systems prior to move in.

21.  Install  power sub panel  (60 amp) box with 4 20-amp  circuit  in room 128.
     Wall has been marked to indicate location of new sub panel power box.

     o    Sub Panel will include a shunt trip alarm, HONEYWELL T7075B, that will
          provide  both  audible  and  visual  alarms and be tied into the alarm
          system. Alarm company will handle the alarm system component.

     o    Ground Bar

     o    Verify  DeMarc in  telephone  room  associated  with T1 block in comms
          room.

22.  Remove old twist lock outlet box and quadplex outlet box from current power
     panel in room 128.  

23.  Install a new 2' x 2' light in room 128  where  ceiling  tile is  currently
     missing.  

24.  Install a new 2' x 2' light in room 128 directly behind the A/C vent.

25.  Install  a  commercial  telephone  in room 128 on wall  just  inside  room.
     Location of phone is marked with tape.

26.  Alarm  sensor in room 128 needs to be  relocated  to the ceiling  tile just
     inside the door.

27.  Alarm  requirements:

     o    Converting existing 3-4 zoned systems into one.

     o    Will utilize all existing sensors

     o    New Control  panel will be a Focus 100 with serial  printer  interface
          for alarm printouts

     o    Herisch access control system with serial printout

     o    Wiring the four separate alarm systems into one.

     o    Keypad controls for both entries

     o    Honeywell temperature control

28.  2 extra dual duplex outlet boxes in room 146 to be placed 6" apart from the
     alarm control boxes. Exact location can be provided.

<PAGE>

                               AGREEMENT OF LEASE
                                 by and between

                  Massachusetts Mutual Life Insurance Company

                                      and

                           Software Technology, Inc.

                                   EXHIBIT C

                         Current Rules and Regulations

1.   The  sidewalks,  lobbies,  passages,  elevators and stairways  shall not be
     obstructed by the Tenant and used by the Tenant for any purposes other than
     ingress and egress from and to the Tenant's offices.  The Landlord shall in
     all cases  retain the right to control  or  prevent  access  thereto by any
     person whose presence, in the Landlord's judgment,  would be prejudicial to
     the safety, peace, character or reputation of the Building or of any tenant
     of the Property.

2.   The toilet rooms, water closets, sinks, faucets, plumbing and other service
     apparatus of any kind shall not be used by the Tenant for any purpose other
     than those for which they were installed, and no sweepings,  rubbish, rags,
     ashes,  chemicals or other refuse or injurious  substances  shall be placed
     therein  or used in  connection  therewith  by the  Tenant,  or left by the
     Tenant in the lobbies, passages, elevators or stairways of the Building.

3.   No skylight,  window,  door or transom of the Building  shall be covered or
     obstructed by the Tenant,  and no window  shade,  blind,  curtain,  screen,
     storm window,  awning or other material shall be installed or placed on any
     window  or in any  window  space,  except as  approved  in  writing  by the
     Landlord.  If the Landlord has  installed or hereafter  installs any shade,
     blind,  or curtain in the Premises,  the Tenant shall not remove it without
     first obtaining the Landlord's written consent thereto.

4.   No sign, lettering, insignia, advertisement, notice or other thing shall be
     inscribed,  painted,  installed,  erected  or placed in any  portion of the
     Premises  which may be seen from  outside the  Building,  or on any window,
     window  space or other part of the  exterior or  interior of the  Building,
     unless first approved in writing by the Landlord.  Names on suite entrances
     shall be provided by and only by the Landlord and at the Tenant's  expense,
     using in each instance  lettering of a design and in a form consistent with
     the other  lettering in the Building,  and first approved in writing by the
     Landlord.  The Tenant shall/will not erect any stand,  booth or showcase or
     other article or matter in or upon the Premises and/or the Building without
     first obtaining the Landlord's written consent thereto.


<PAGE>


5.   The Tenant shall not place any additional lock or security devices upon any
     door within the Premises or elsewhere upon the Property without  Landlord's
     consent (53), and shall surrender all keys for all such locks at the end of
     the Term. The Landlord shall provide the Tenant with one set of keys to the
     Premises when the Tenant assumes possession thereof.

6.   The delivery of towels,  ice, water, food,  beverages,  newspaper and other
     supplies,  equipment  and  furniture  will  be  permitted  only  under  the
     Landlord's direction and control.

7.   The Tenant shall not do or permit to be done  anything  which  obstructs or
     interferes with the rights of any other tenant of the Property.  The Tenant
     shall not keep anywhere  within the Property any matter having an offensive
     odor, or any kerosene, gasoline, benzine, camphene, fuel or other explosive
     or  highly  flammable  material.  No bird,  fish or other  animal  shall be
     brought into or kept in or about the Premises.

8.   The Tenant  shall keep the  Premises  in a good state of  preservation  and
     cleanliness while in possession of the Premises.

9.   If the  Tenant  desires  to  install  signaling,  telegraphic,  telephonic,
     protective alarm or other wires,  apparatus or devices within the Premises,
     the  Landlord  shall  direct  where and how they are to be  installed  and,
     except  as so  directed,  no  installation,  boring  or  cutting  shall  be
     permitted.  The  Landlord  shall have the right (a) to prevent or interrupt
     the transmission of excessive, dangerous or annoying current of electricity
     or otherwise  into or through the Building or the Premises,  (b) to require
     the changing of wiring  connections or layout at the Tenant's  expense,  to
     the extent that the Landlord may deem necessary,  (c) to require compliance
     with such reasonable rules as the Landlord may establish  relating thereto,
     and (d) in the  event of  noncompliance  with such  requirements  or rules,
     immediately  to cut wiring or do whatever  else it  considers  necessary to
     remove the danger,  annoyance or electrical  interference with apparatus in
     any part of the Building. Each wire installed by the Tenant must be clearly
     tagged at each  distributing  board and  junction box and  elsewhere  where
     required  by  Landlord,  with the  number of the  office to which such wire
     leads and the purpose for which it is used,  together  with the name of the
     tenant or other concern, if any, operating or using it.

10.  No furniture,  package, equipment,  supplies or merchandise may be received
     in the  Building,  or carried  up or down in the  elevators  or  stairways,
     except  during  such  hours  as are  designated  for  such  purpose  by the
     Landlord,  and only after Tenant gives notice thereof to the Landlord.  The
     Landlord shall have the exclusive  right to prescribe the method and manner
     in which any of the same is brought into or taken out of the Building,  and
     the right to exclude from the Building any heavy  furniture,  safe or other
     article  which may  create a hazard  and to  require  it to be located at a
     designated  place in the  Premises.  The Tenant  shall not place any weight
     anywhere  beyond the safe carrying  capacity of the  Building.  The cost of
     repairing  any damage to the  Building  or any other  part of the  Property
     caused by taking any of the same in or out of the  Premises,  or any damage
     caused  while it is in the Premises or the rest of the  Building,  shall be
     borne by the Tenant.

-------- 

(53) which consent shall not be unreasonably withheld, conditioned or denied

<PAGE>

   

11.  Without the Landlord's  prior written  consent,  (a) any wall or partition,
     (b) no wall, or partition shall be painted, papered or otherwise covered or
     moved in any way or marked or broken,  (c) no  connection  shall be made to
     any electrical wire for running any fan, motor or other  apparatus,  device
     or  equipment,  (d) no  machinery  of any kind other than  customary  small
     business machinery shall be allowed in the Premises,  (e) no switchboard or
     telephone  wiring or equipment  shall be placed  anywhere  other than where
     designated by the Landlord, and (f) no mechanic shall be allowed to work in
     or about the  Building  other than one  employed  by the  Landlord,  unless
     approved in writing by Landlord.
    

12.  The Tenant shall have access to the Premises at all reasonable  times.  The
     Landlord  shall in no event be  responsible  for admitting or excluding any
     person  from  the   Premises.   In  case  of  invasion,   hostile   attack,
     insurrection,  mob violence,  riot,  public  excitement or other commotion,
     explosion,  fire or and casualty,  the Landlord shall have the right to bar
     or limit  access to the  Building to protect the safety of occupants of the
     Property, or any property within the Property.

13.  The Landlord  shall have the right to rescind,  suspend or modify the Rules
     and  Regulations  and to promulgate  such other Rules or Regulations as, in
     the Landlord's  reasonable  judgment,  are from time to time needed for the
     safety, care,  maintenance,  operation and cleanliness of the Building,  or
     for the  preservation of good order  therein.(54)  Upon the Tenant's having
     been  given  notice  of the  taking  of any  such  action,  the  Rules  and
     Regulations as so rescinded,  suspended, modified or promulgated shall have
     the same force and effect as if in effect at the time at which the Tenant's
     lease was entered into  (except  that nothing in the Rules and  Regulations
     shall be deemed in any way to alter or impair any provision of such lease).

14.  The use of any room within the  Building  as sleeping  quarters is strictly
     prohibited at all times.

--------

(54) , provided such changes do not materially  affect Tenant's normal course of
     business.

<PAGE>


15.  The Tenant  shall keep the  windows  and doors of the  Premises  (including
     those opening on corridors and all doors between rooms  entitled to receive
     heating or air conditioning  service and rooms not entitled to receive such
     service), closed while the heating or air conditioning system is operating,
     in order to minimize the energy used by, and to conserve the  effectiveness
     of, such  systems.  The Tenant shall comply with all  reasonable  Rules and
     Regulations  from time to time  promulgated by the Landlord with respect to
     such systems or their use.

16.  Nothing in these Rules and  Regulations  shall give any Tenant any right or
     claim  against the Landlord or any other  person if the  Landlord  does not
     enforce any of them against any other tenant or person  (whether or not the
     Landlord has the right to enforce them against such tenant or person),  and
     no such nonenforcement with respect to any tenant shall constitute a waiver
     of the  right to  enforce  them as to the  Tenant  or any  other  tenant or
     person. (55)

--------

(55) Notwithstanding the foregoing,  Landlord shall not (a) discriminate against
     Tenant in enforcing the Rules and Regulations;  (b) unreasonably  withhold,
     condition or delay its consent from Tenant for any approval  required under
     the Rules and Regulations, except where otherwise permitted. Landlord shall
     use its commercially reasonable efforts to secure compliance by all tenants
     and other occupants with the Rules and Regulations, as applied to them, but
     Landlord may permit  reasonable  waivers  with respect to other  parties so
     long as such waivers do not materially adversely affect Tenant.


<PAGE>


                               AGREEMENT OF LEASE
                                 by and between

                  Massachusetts Mutual Life Insurance Company

                                      and

                           Software Technology, Inc.

                                   EXHIBIT D

                                   BASE RENT



<TABLE>
<CAPTION>
                                              ANNUAL
LEASE YEAR     RENTAL RATE    SQUARE FEET    BASE RENT    MONTHLY BASE RENT

<S> <C>           <C>           <C>          <C>              <C>       
    1             $12.00        11,188       $134,256.00      $11,188.00
    2             $12.36        11,188       $138,283.68      $11,523.64
    3             $12.73        11,188       $142,432.19      $11,869.35
    4             $13.11        11,188       $146,705.16      $12,225.43
    5             $13.50        11,188       $151,106.31      $12,592.19
</TABLE>


<PAGE>

                               AGREEMENT OF LEASE
                                 by and between

                  Massachusetts Mutual Life Insurance Company

                                      and

                           Software Technology, Inc.

                                   EXHIBIT E

                              SPECIAL STIPULATIONS



1.   Option to  Terminate.  Provided  Tenant is not then in an Event of Default,
     beyond any applicable  cure period,  under the terms of this Lease,  Tenant
     shall have the one-time  right to terminate this Lease as of the end of the
     thirty-sixth  (36th) month of the Lease Term.  Tenant must provide Landlord
     at least ninety (90) days prior written notice (i.e.,  90 days prior to the
     end of the 36th month of the Lease Term) of its  election to exercise  this
     Option to Terminate.  If Tenant fails to provide Landlord with such written
     notice  on or  before  such  ninety  (90) day  period,  Tenant's  Option to
     Terminate  shall  become  null and void and  Tenant  shall  have no further
     Option(s)  to  Terminate.  In  connection  with  said  termination  and  as
     liquidated  damages to compensate  Landlord for the damage it will incur in
     connection  with an early  termination,  Tenant shall pay a fee to Landlord
     equal to all unamortized tenant  improvement costs and leasing  commissions
     amortized  over sixty (60) months at a per annum rate of ten percent  (10%)
     per annum plus four (4) months  Base Rent and  Annual  Operating  Costs and
     Taxes as the then current rates.  The parties  acknowledge that it would be
     difficult  to  calculate  Landlord's  damages  in  the  event  of an  early
     termination  and  that  the  above  sum is a  reasonable  estimate  of such
     damages.  Tenant shall pay such sum at the time of its giving the foregoing
     notice  or such  notice  shall  be null and void  and  Tenant's  Option  to
     Terminate shall thereupon be null and void. In addition,  the parties shall
     execute a termination agreement in connection with such early termination.

2.   Option to Extend.  As long as Tenant  has not been in an Event of  Default,
     beyond any applicable cure period, during the initial Term of the Lease and
     is not in an Event of Default, beyond any applicable cure period, under the
     Lease at the time of its exercise of this option, Tenant shall have one (1)
     Option to Extend the Term of this Lease in accordance  with the  provisions
     of this paragraph for an additional term of five (5) years, on all the same
     terms and conditions  with the exception of Base Rent payable under Section
     2 hereof,  which shall be the-then  prevailing  base rent being charged for
     reasonably comparable space in the Chantilly, Virginia market. In addition,
     Landlord shall not provide Tenant any improvement allowance in connection


<PAGE>



     with the extension,  unless otherwise  agreed to by the parties.  If Tenant
     elects to exercise the foregoing  Option to Extend,  it shall give Landlord
     written  notice of its election to do so on or before the date which is 180
     days prior to the expiration of the  then-current  term of the Lease,  time
     being of the essence, which notice shall also request that Landlord furnish
     Tenant with the Base Rent for the  extended  term which shall be derived as
     aforesaid.  Provided,  however,  in the event  Landlord and Tenant have not
     signed an amendment to this Lease, using good faith efforts, for any reason
     confirming  the extended  term of the Lease and setting forth the Base Rent
     for that  term of the  Lease,  time  being of the  essence,  then  Tenant's
     extension  of the Lease  shall be deemed null and void and this Lease shall
     expire on the expiration date as if the above extension option had not been
     exercised.  This Option to Extend is personal  to Tenant  only,  and is not
     assignable.  Tenant has no  Option(s)  to Extend  this Lease  except as set
     forth in this paragraph.

3.   Right of First  Offer.  During  the first two (2) Lease  years,  as long as
     Tenant  has not been in an Event of  Default,  beyond any  applicable  cure
     period,  during  the Term of the Lease  and is not in an Event of  Default,
     beyond  any  applicable  cure  period,  under  the Lease at the time of its
     exercise  of  this  right,  and so  long  as this  right  is  exercised  in
     connection with an expansion of Tenant's Premises and for no other purpose,
     and  subject  to the  prior  rights of any  other  tenant in the  Building,
     Landlord  thereby  grants to Tenant a one-time  Right of First Offer on the
     terms and  conditions  contained  in this  paragraph  to Lease any space in
     Building 3 which becomes  available and is not subject to the rights of any
     other tenant (the "Offer Space").  Once this right is offered one time on a
     space, such offer shall be deemed terminated in all aspects with respect to
     such space and Tenant shall have no further  rights  thereto.  The rent for
     such  Space  shall be at the  greater of (i) the  then-prevailing  rate for
     similar  space in the  Chantilly,  Virginia  market,  or (ii) the same rate
     Tenant is then paying for the Premises,  as escalated.  Such Lease shall be
     coterminous  with the Lease for the  existing  Premises and if such Term is
     then less than three (3) Lease Years,  the Term for the  existing  Premises
     and the Offer Space shall be extended so that it will expire at least three
     (3) Lease Years from the  commencement  date of Tenant's Lease of the Offer
     Space.  Landlord  shall  also  provide  Tenant  with a  tenant  improvement
     allowance in the amount of Three Dollars  ($3.00) per rentable  square foot
     for  improvements  to the Offer Space. In the event any Offer Space becomes
     available for Lease during the Term,  Landlord shall give notice thereof to
     Tenant which notice shall  contain the  foregoing  terms to Lease the Offer
     Space.  Within five (5)  business  days of such  notice,  time being of the
     essence,  Tenant shall give Landlord notice that it either does or does not
     wish to Lease the Offer Space.  In the event Tenant's  notice provides that
     it does not wish to  Lease  the  Offer  Space  or if  Tenant  fails to give
     Landlord  notice of its  desires  respecting  the Offer  Space  within  the
     foregoing  required five (5) business day period,  then  Landlord  shall be
     entitled to proceed to market and/or Lease the Offer Space to a third party
     free and clear of  Tenant's  Right to First  Offer and such right  shall be
     deemed  terminated in all respects and Tenant shall have no further  Rights
     to First Offer.


<PAGE>


     In the event  Tenant gives  Landlord a notice as required in the  preceding
     paragraph that it wishes to lease the Offer Space, then Landlord and Tenant
     shall have  twenty  (20) days from the date of the notice  within  which to
     amend  this  Lease by adding  the Offer  Space on the terms and  conditions
     contained in Landlord's  notice.  In the event  Landlord and Tenant fail to
     sign such amendment to this Lease,  using good faith  efforts,  within said
     twenty (20) day period,  time being of the essence,  then Landlord shall be
     entitled to proceed to market and/or lease the Offer Space to a third party
     free and clear of such right and such right shall be deemed  terminated  in
     all  respects.  Once  Landlord  has made the off the to Tenant to lease any
     Offer Space during the Term,  whether or not Tenant leases such space, this
     Right of First Offer shall  automatically  terminate  in all  respects  and
     Tenant  shall have no  further  Rights of First  Offer with  respect to any
     other Offer  Space.  In the event  Tenant  expands in the  Building per the
     Right of First Offer and Tenant has a duly authorized  broker,  in writing,
     and said  broker  materially  and  constructively  is engaged  in  Tenant's
     expansion  negotiations,  then Landlord  shall pay said broker a commission
     for  such  expansion.  Landlord  shall  not  pay any  broker  of  Tenant  a
     commission for any future renewals of this Lease.

4.   Designation of Agent.  Landlord's resident agent for the purpose of service
     of any process, notice, order, or demand required or permitted by law to be
     served upon Landlord and the agent's office address is R. Harvey  Chappell,
     Jr., 909 E. Main Street, Suite 1200, Richmond, Virginia 23219.




<PAGE>




                               AGREEMENT OF LEASE

                                 by and between

                  Massachusetts Mutual Life Insurance Company

                                      and

                           Software Technology, Inc.

                                   EXHIBIT F

                        ANNUAL OPERATING COST EXCLUSIONS



1.   Principal or interest payments on and any other charges paid by Landlord in
     connection   with  any  mortgage,   deeds  of  trust  or  other   financing
     encumbrances.

2.   Rental payments (including  percentage rent and any increases in base rent)
     made under any ground  Lease,  except to the extent  such  rental  payments
     represent payment of Real Estate Taxes (as hereinafter defined).

3.   Leasing  commissions  payable by Landlord and  advertising  and promotional
     expenditures associated with marketing vacant space in the Building.

4.   Deductions for depreciation for the Building.

5.   Capital  improvements  that are not deducted by Landlord in  computing  its
     federal income tax  liability,  except to the extent  permissible.  Capital
     improvements or expenditures incurred to reduce Operating Expenses shall be
     included in Operating Expenses in the amount of the actual annual savings.

6.   All costs of insurance premiums,  special services, tenant improvements and
     concessions,  repairs, maintenance items or utilities separately chargeable
     to, or  specifically  provided  for,  individual  tenants  of the  Building
     (including Tenant),  including,  without limitation, the cost of preparing,
     repainting, decorating, planning and designing spaces for any tenant in the
     Building  in  connection  with the  renewal  of its Lease  and/or  costs of
     preparing or renovating any vacant space for Lease in the Building.

7.   Any costs or  expenses  related  exclusively  to retail  space which are in
     excess of normal office use; it being  understood  that any cost or expense
     related to the  Building  exterior  (except for store  windows),  the lobby
     elevators,  do not  relate to retail  space at the  Building  and are fully
     permissible  in  Operating  Expenses  to  the  extent  otherwise  permitted
     hereunder.


<PAGE>



8.   Wages,  salaries and all other compensation  (including fringe benefits and
     other  direct and  indirect  personnel  costs) of  partners,  officers  and
     executives  above  the  grade of  superintendent  or  building  manager  of
     Landlord or the managing agent.

9.   Costs and expenses incurred by Landlord in connection with damage, casualty
     or  condemnation  of all or a portion of the Building;  provided,  however,
     that with  respect to the cost to repair  damage,  Landlord  may include in
     Operating Expenses (1) the amount of a commercially  reasonable  deductible
     applied to each such  occurrence  and (2) if  Landlord  determines,  in its
     reasonable  judgment,  that the effect of making a claim  under  Landlord's
     insurance  policy or policies would be to increase,  in the aggregate,  the
     future  cost of  insurance  premiums  and repair and  maintenance  expenses
     relating to the Building, Landlord may include in Operating Expenses in the
     cost to repair  such  damage to the  extent  such cost does not  exceed two
     hundred percent (200%) of the deductible amount applicable under Landlord's
     insurance policy or policies to such occurrence;  provided,  however,  that
     Landlord  may only include  such cost in  Operating  Expenses,  if Landlord
     actually  makes  such  repair  and does not  submit an  insurance  claim in
     connection therewith.

10.  Costs  and  expenses  of  administration   and  management  of  partnership
     activities  of Landlord and corporate  activities of the managing  agent of
     the Building.

11.  Costs and expenses incurred by Landlord in curing,  repairing and replacing
     any  structural  portion  of the  Building  made  necessary  as a result of
     defects in design, workmanship or materials.

12.  Any costs and expenses  incurred by Landlord in connection with causing the
     common and public area of the Building which are within Landlord's sole and
     exclusive control to comply with applicable Legal Requirements,  including,
     without limitation, the Americans with Disabilities Act of 1990.

13.  Reserves  established by Landlord for bad debts or rent losses attributable
     to  tenants  of  the   Building   and/or  for  repairs,   maintenance   and
     replacements.  Reserves or  set-asides  for future  asphalt,  roof repairs,
     repainting and replacements.

14.  Costs and  expenses  incurred  by  Landlord to abate,  to  encapsulate,  to
     investigate,   to  remove  and  to  respond  to  any  hazardous   materials
     contamination, exposure or release.


<PAGE>

15.  Costs and expenses incurred by Landlord for services which are duplicate of
     or any normally included in any management fees paid by Landlord.

16.  That  portion  of any  Operating  Expenses  which  is  paid  to any  entity
     affiliated  with  Landlord  which is in excess of the  amount  which  would
     otherwise be paid to an entity which is not  affiliated  with  Landlord for
     the provision of the same service.

17.  Sums paid by Landlord for any  indemnity,  damages,  fines,  late  charges,
     penalties  or interest  for any late  payment of Real  Estate  Taxes or any
     Operating Expenses or to correct violations of Legal Requires applicable to
     the  Building,  except  for  expenditures  for  repairs,   maintenance  and
     replacement  or other  items that  would  otherwise  reasonably  constitute
     Operating Expenses.

18.  Attorney's fees and disbursements,  brokerage commissions,  transfer taxes,
     recording costs, and taxes, title insurance  premiums,  title closer's fees
     and gratuities and other similar costs incurred in connection with the sale
     or  transfer  of an  interest  in  Landlord  or the  Building  or with  the
     refinancing of any debt secured by the Building.

19.  Costs and expenses directly  resulting from the gross negligence or willful
     misconduct of Landlord or its employees.

20.  Rental  for  personal  property  leased  to  Landlord  except  for rent for
     personal  property  leased to Landlord  the  purchase  price for which,  if
     purchased,  would be fully  included in  Operating  Expenses in the year of
     purchase.

21.  Expenses incurred in painting, decorating or renovating any noncommon areas
     of the  Building,  specifically  as it  relates  to other  Tenant's  in the
     Building.

22.  Legal  expenses (as they relate to  Landlord/Tenant  issues) and accounting
     expenses, except as reasonably permissible.

23.  Any  costs   reimbursed  by  insurance  or  the  warranty  of  any  general
     contractor, subcontractor or supplier.

24.  Fees,  costs and  expenses  incurred  by  Landlord  in  connection  with or
     relating to claims  against or disputes with Tenants of the Building or the
     negotiation  of leases  with  tenants or  prospective  tenants,  including,
     without limitation, legal fees and disbursements.

25.  Costs and expenses attributable to charitable contributions of Landlord.


<PAGE>



26.  Any sums  paid by  Landlord  for any  fines,  late  charges,  penalties  or
     interest for any late payment.

27.  Costs or expenses incurred in connection with any Bankruptcy proceedings.

28.  The cost of overtime or other expense to Landlord in curing its defaults or
     performing work expressly provided in this Lease.

     In the calculation of any Operating  Expenses  hereunder,  it is understood
     that no expense  shall be charged  more than once.  Landlord  shall use its
     good faith  efforts to effect an equitable  proration of bills for services
     rendered to the Building.

     Subject to the  provisions  of 2.5, Real Estate Taxes shall not include (1)
     any rental or other charges or fee imposed upon Landlord in connection with
     the Lease or use of any vault space or (2) any income taxes, excess profits
     taxes,,  excise taxes,,  franchise taxes,  estate taxes,  succession taxes,
     gains taxes, inheritance taxes and transfer taxes, except to the extent any
     of  such  taxes  are  in  the  nature  of  or  are  in  substitution  for a
     recharacterization  or  replacement  of Real Estate Taxes or (3) any fines,
     interest or  penalties  imposed  upon  Landlord  for failure to make timely
     payments of Real Estate Taxes.



<PAGE>