DEED of LEASE




                                    between




                           ENTERPRISE CENTER LIMITED
                            PARTNERSHIP NUMBER TWO,

                                    Landlord





                                      and



                           SOFTWARE TECHNOLOGY, INC.,

                                     Tenant



                            For Premises Located At

        Enterprise Center, Lafayette Business Park, Chantilly, Virginia

<PAGE>

                                   DEED OF LEASE

                  THIS  DEED OF LEASE  (this  "Lease")  is made  this 3rd day of
January,  2000, by ENTERPRISE CENTER LIMITED  PARTNERSHIP NUMBER TWO, a Virginia
limited  partnership  ("Landlord"),  and  SOFTWARE  TECHNOLOGY,  INC., a Florida
corporation ("Tenant").

                  Landlord  and Tenant,  intending  legally to be bound,  hereby
covenant and agree as set forth below.

                                   ARTICLE 1
                             BASIC LEASE PROVISIONS

      The following terms, when  used herein, shall have the  meanings set forth
below.

1.1  Premises.  The Premises is deemed to be 27,670 square feet of rentable area
as outlined on Exhibit A attached  hereto.  Said space  measurement  shall be in
accordance with the 1989 "WDCAR"  Standard  Method of Measurement  which will be
confirmed by Landlord's architect and subject to a Building "core factor" not to
exceed nine percent (9%). The Premises consist of the entire second floor of the
Building and are known as Suite 200.

1.2  Building. The building in which the Premises are located.  The Building has
three (3) floors, contains 79,420 square feet of rentable area, and includes all
alterations,  additions,  improvements,  restorations  or  replacements  now  or
hereafter  made thereto.  The address of the Building is 4100  Lafayette  Center
Drive, Enterprise Center in Lafayette Business Park, Chantilly, Virginia 22021.

1.3 Term. If the  Commencement  Date is the first day of a month, the Term shall
be 120 full months.  If the Term is not the first day of a calendar  month,  the
Term shall be 120 full months plus the time period from the Commencement Date to
the last day of the month in which the Commencement Date falls.

1.4  Commencement  Date.  May 1,  2000,  subject to  adjustment  as set forth in
Article 4.

1.5  Expiration  Date.  April 30, 2010,  subject to  adjustment  as set forth in
Article 4.

1.6  Advance Rent.  $43,810.83.  Said  Advance  Rent  shall  be  deposited  with
Landlord thirty (30) days prior to Commencement Date.
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1.7  Base Rent.: The Base Rent shall be as follows:

        Lease Year          Annual Base Rent          Monthly Base Rent
 ----------------------- ------------------------ --------------------------
           1                  $525,730.00                $43,810.83
           2                  $538,873.25                $44,906.10
           3                  $552,345.08                $46,028.76
           4                  $566,153.71                $47,179.48
           5                  $580,307.55                $48,358.96
           6                  $594,815.24                $49,567.94
           7                  $609,685.62                $50,807.13
           8                  $624,927.76                $52,077.31
           9                  $640,550.95                $53,379.25
           10                 $656,564.73                $54,713.73

1.8  Security Deposit. $43,810.83.

1.9  Complex.  That complex of buildings  owned by Landlord known as "Enterprise
Center"  containing  one  hundred  eighty-nine  thousand,   one  hundred  twenty
(189,120) rentable square feet (of which the Building is a part), as outlined on
Exhibit E attached hereto, and including any easements, rights and appurtenances
thereto  (including  private streets,  storm detention  facilities and any other
service facilities).

1.10 Lafayette  Business Park. That Complex of buildings in Chantilly,  Virginia
known by the same name, of which the Complex,  Building and premises are a part,
and including any easements, rights and appurtenances thereto.

1.11 Base Year. Calendar year 2000.

1.12 Tenant's Proportionate Share of Operating Expenses. 34.84% of the Operating
Expenses allocable to the Building  ("Tenant's  Proportionate  Share of Building
Operating  Expenses"),  and 14.63% of the  Operating  Expenses  allocable to the
Complex  ("Tenant's   Proportionate   Share  of  Complex  Operating   Expenses")
(collectively, "Tenant Proportionate Share of Operating Expenses).

1.13 Tenant's  Proportionate  Share of Real  Estate  Taxes.  14.63%  ("Tenant's
Proportionate Share of Real Estate Taxes").

1.14 Parking Space Allocation.  3.6 parking spaces in the Parking Facilities per
each 1,000 rentable square feet of the Premises,  including any additional space
leased by Tenant after the date hereof. Fifteen (15) of the parking spaces shall
be reserved (the "Reserved Spaces"), and the remainder shall be unreserved.  The
location of the Reserved Spaces is shown on Exhibit F attached hereto.

1.15 Permitted  Use.  Tenant  shall have the right  to use the  Premises for any
lawful purpose permitted by applicable zoning  ordinances,  and without limiting
the generality of the foregoing,  for offices and the repair and  maintenance of

<PAGE>

electronics  products  and the sale of  replacement  parts and  accessories  and
activities associated with any of the foregoing;  provided that Tenant expressly
acknowledges  that on-site  sales  (retail or  otherwise)  from the Premises are
expressly  prohibited.  Tenant  shall,  during the Term,  conform the use Tenant
makes of the Premises to all  applicable  laws,  statutes,  orders,  ordinances,
rules and  regulations of all federal,  state or political  subdivisions  having
jurisdiction over the Premises,  now in force or that may be enacted  hereafter,
provided  that the  provisions  of this  Paragraph  shall not require  Tenant to
rebuild, repair or alter the Premises and/or the Tenant Improvements to make the
Premises and/or Tenant Improvements comply with any such laws, statutes, orders,
ordinances,  rules or regulations, and provided further that if Tenant is unable
to use the  Premises for the purposes  specified  herein,  Tenant shall have the
right to terminate this Lease  effective  ninety (90) days following  Landlord's
receipt of Tenant's  written notice of  termination,  which notice shall specify
that it is delivered pursuant to this Section 1.15.

1.16 Tenant's Trade Name.  STI.

1.17 Broker(s).

(a)  Landlord's: Spaulding & Slye (Robert B. Shue and Harry Klaff).

(b)  Tenant's: The Fred Ezra Company

1.18 Landlord's Address for Payment of Rent.

                   Enterprise Center L.P. #2
                   c/o ELV Associates, Inc. 3340 Peachtree Road, NE, Suite 2675
                   Atlanta, GA 30326
                   Attn: Ms. Theresa F. McLaughlin

1.19 Landlord's Address for Notice Purposes.

                   c/o ELV Associates, Inc.
                   1076 Thomas Jefferson Street, N.W.
                   Washington, DC 20007
                   Attn: Ms. Theresa F. McLaughlin
                   Telephone: (202) 625-6100

1.20 Tenant's Address.

                   Before occupancy:
                   Software Technology, Inc.
                   14175 Sullyfield Circle, Suite G
                   Chantilly, Virginia  20151
                   Attention: Jim Campbell, Doug Shorter


<PAGE>

                   After Occupancy:
                   Software Technology, Inc.
                   4100 Lafayette Center, Suite 200
                   Chantilly, Virginia  22021
                   Attention: Jim Campbell, Doug Shorter

                   With a copy to:

                   Stuart P. Dawley
                   Executive Vice President
                   Exigent International, Inc.
                   1225 Evans Road
                   Melbourne, Florida 32904-2314

                                   ARTICLE 2
                                  DEFINITIONS

     The  following  terms, when  used herein, shall have the meanings set forth
below.

2.1  Additional Rent.  As defined in Article 5.3.

2.2  Agents.  Officers,  partners,  directors,   employees,  agents,  licensees,
customers, invitees and affiliates.

2.3  Alterations.  Alterations,  decorations,  additions  or improvements of any
kind  or  nature  to  the  Premises  or the Building, whether structural or non-
structural, interior, exterior or otherwise, including Cabling.

2.4  Association.  The  Lafayette Business Center Association, which is governed
by a Declaration of Covenants,  Conditions and Restrictions  dated  November 16,
1984 as recorded among the land records of Fairfax County, Virginia in Deed Book
6057 at page 396, as amended from time to time (as amended, the "Covenants").

2.5  Cabling. All cabling and wiring  installed by Tenant in the Building at any
time in connection  with any telephone,  computer,  telecommunications  or other
system.

2.6  Common Area. All areas, improvements, facilities and equipment from time to
time  designated  by  Landlord  for the common  use or benefit of Tenant,  other
tenants of the Complex  and their  Agents,  including  roadways,  entrances  and
exits, landscaped areas, open areas, exterior lighting,  service drives, loading
areas, pedestrian walkways,  sidewalks,  stairs, ramps, maintenance and utility,
rooms and closets,  exterior  utility lines,  common window areas,  common trash
areas and Parking Facilities.

2.7  Event of Default.  As defined in Article 22.
<PAGE>

2.8  Guarantor.  None.

2.9  Hazardous Materials.  As defined in Article 26.

2.10 Herein,  hereafter,  hereunder and hereof. Under this Lease,  including all
Exhibits and any Riders.

2.11 Interest Rate.  Eighteen  percent (18%) per annum,  but in no event greater
than the maximum rate permitted by law.

2.12 Holidays. As defined in the Rules and Regulations attached as Exhibit D.

2.13 Land. The piece or parcel of land upon which the Complex is located and all
rights, easements and appurtenances thereunto belonging or pertaining.

2.14 Lease Year.  The first Lease Year shall commence on the  Commencement  Date
and terminate on the last day of the twelfth  (12th) full  calendar  month after
the  Commencement  Date. Each  subsequent  Lease Year shall commence on the date
immediately  following  the  last day of the  preceding  Lease  Year  and  shall
continue for a period of twelve (12) full calendar months,  except that the last
Lease Year of the Term  shall  terminate  on the date this  Lease  expires or is
otherwise terminated.

2.15 Legal  Requirements.   All  laws,  statutes,   ordinances,  orders,  rules,
ordinances,   regulations  and  requirements   (including  any  and  all  energy
conservation  requirements  applicable  to the  Complex and  customary  industry
indoor air quality standards and practices) of all federal,  state and municipal
governments,  and the appropriate agencies,  officers,  departments,  boards and
commissions  thereof  whether  now or  hereafter  in force  which  relate or are
applicable  to the Land,  Premises,  the  Building  or the  Complex  or any part
thereof.

2.16  Mortgage.Any mortgage, deed of trust, security interest or title retention
interest affecting the Building, the Land or the Complex.

2.17  Mortgagee.The holder of any note or obligation secured by a mortgage, deed
of trust,  security interest or title retention  interest affecting the Complex,
the Building or the Land, including lessors under ground leases, sale-leasebacks
and lease-leasebacks.

2.18  Operating Expenses.  As defined in Article 7.

2.19  Parking  Facilities. All parking areas now or hereafter  made available by
Landlord  for use by tenants,  including  open-air  parking  within the Complex,
whether reserved, exclusive,  non-exclusive or otherwise. As of the date hereof,
the Parking Facilities consist of open air surface parking areas.

2.20  Real Estate Taxes.  As defined in Article 8.

2.21  Rent.  Base Rent and Additional Rent.
<PAGE>

2.22  Substantial Completion.  As defined in the Work Agreement  attached hereto
and made a part hereof as Exhibit B.

2.23  Substantial  Part.  More than fifty,  percent (50%) of the rentable square
feet of the Premises, the Building or the Complex. as the case may be.

2.24  Tenant's Property.Any and all personal property, furniture, business trade
fixtures,  inventory and  equipment  located in the Premises and owned by Tenant
together with all leasehold and tenant improvements and Alterations installed in
or  performed  by Tenant or its Agents or on behalf of Tenant or by  Landlord on
behalf of Tenant pursuant to the Work Agreement (as hereinafter  defined) or the
terms of this  Lease  but  expressly  excluding  those  items of  standard  base
building  work  insured by Landlord  and  provided at  Landlord's  sole cost and
expense, if any, as more fully described in the Work Agreement.

2.25  Work Agreement.  Attached hereto as Exhibit B.

                                   ARTICLE 3
                                  THE PREMISES

3.1   Lease of Premises.  In  consideration  of the agreements contained herein,
Landlord  hereby  leases the Premises to Tenant,  and Tenant  hereby  leases the
Premises  from  Landlord,  for the  Term  and  upon  the  terms  and  conditions
hereinafter provided.  The Premises are leased subject to, and Tenant agrees not
to violate,  all present and future  covenants,  conditions and  restrictions of
record  which affect the Land.  The  Premises  shall not include an easement for
light, air or view.

3.2   Landlord's Reservations. In addition to the other rights of Landlord under
this Lease,  Landlord reserves the right (i) to change the street address and/or
name of the Building or the Complex,  (ii) to install,  erect, use, maintain and
repair mains, pipes, conduits and other such facilities to serve the Complex and
the Building in and through the Premises, (iii) to grant to anyone the exclusive
right to conduct any particular business or undertaking in the Complex,  (iv) to
establish a condominium regime for the Complex,  the Land and/or the Common Area
and to include  the  Premises  therein,  (v) to control  the use of the roof and
exterior walls of the Building and the Complex for any purpose, and (vi) perform
such other acts and make such other changes with respect to the Common Area, the
Complex  and the  Building as Landlord  may, in the  exercise of sound  business
judgment,  deem  to be  appropriate.  Landlord  may  exercise  any or all of the
foregoing  rights  without  being deemed to be guilty of an eviction,  actual or
constructive,  or a  disturbance  or  interruption  of the business of Tenant or
Tenant's use or occupancy of the Premises;  provided the exercise of said rights
does not materially and unreasonably  adversely affect Tenant's normal course of
business and/or require Tenant to reconfigure,  alter or enhance the Premises or
security installations within the Premises.
<PAGE>

                                   ARTICLE 4
                                      TERM

4.1   Lease Term. The Term shall commence on the Commencement Date and expire at
midnight on the Expiration  Date. If Substantial  Completion of the Premises has
not occurred on the date set forth in Article 1 as the  Commencement  Date, then
the  Commencement  Date shall be the date of Substantial  Completion;  provided,
that if Tenant uses or accepts the Premises before Substantial Completion or the
date set forth in Article 1 as the Commencement Date, then the Commencement Date
shall be the date upon which Tenant uses or accepts the Premises (i.e., the date
on which Tenant begins to move furniture,  furnishings,  inventory, equipment or
trade fixtures into the Premises).  In such event,  the Expiration Date shall be
adjusted accordingly so that the period of the Term is not changed. If requested
by  Landlord,  Tenant  shall  within  fifteen  (15) days of such  request sign a
declaration  acknowledging  the Commencement Date and the Expiration Date in the
form attached  hereto and made a part hereof as Exhibit C. If Landlord,  for any
reason  other  than  Tenant  Delay (as  defined in the Work  Agreement),  cannot
deliver  the  Premises  in  condition  for  occupancy  by Tenant to conduct  its
business therein on the Commencement  Date specified in Article 1 of this Lease,
rent shall abate for the period between said Commencement Date and the time when
Landlord  can deliver  such  possession.  In the event the  Premises  are not in
condition for occupancy ninety (90) days after the  Commencement  Date specified
in  Article 1 hereof for any reason  other than Force  Majeure  events or Tenant
Delay,  the Tenant shall have the sole right to cancel or terminate  this Lease,
without any further  obligation on its part,  upon giving  written notice of its
intention  to do so (which  notice shall  specify  that it is given  pursuant to
Section 4.1 of this Lease),  provided  Tenant's  option to cancel and  terminate
this Lease must be exercised by written notice to Landlord, served no later than
thirty  (30) days after such right to cancel  and  terminate  arises.  If Tenant
shall give such notice,  then this Lease and the Term and estate hereby  granted
shall terminate on the date of the giving of such notice with the same effect as
if such date were the date herein  before  specified  for the  expiration of the
Term of this Lease and  neither  party  shall  have any  further  obligation  to
perform hereunder.

                                   ARTICLE 5
                                      RENT

5.1   Base  Rent. Tenant shall pay to  Landlord  the Base Rent as  specified  in
Article 1.7

5.2   Payment of Base Rent.  Base Rent for each  Lease Year shall be  payable in
equal monthly  installments,  in advance,  without  demand,  notice,  deduction,
offset or counterclaim except as and to the extent expressly provided herein, on
or  before  the  first day of each and every  calendar  month  during  the Term;
provided,  however,  that the installment of the Base Rent payable for the first
full calendar month of the Term (and, if the Commencement  Date occurs on a date
other than on the first day of a calendar  month,  Base Rent  prorated from such
date until the first day of the following month) shall be due and payable on the
full  execution  and delivery of this Lease.  Tenant shall pay the Base Rent and
all Additional Rent, by good check or in lawful currency of the United States of

<PAGE>

America,  to Landlord at Landlord's Address, or to such other address or in such
other  manner as  Landlord  from time to time  specifies  by  written  notice to
Tenant.  Any  payment  made by Tenant to Landlord on account of Base Rent may be
credited by Landlord to the payment of any Base Rent then past due before  being
credited to Base Rent currently due.

5.3   Additional  Rent.  All sums payable by Tenant under this Lease, other than
Base Rent,  shall be deemed  "Additional  Rent," and, unless otherwise set forth
herein, shall be payable in the same manner as set forth above for Base Rent.

5.4   Late Payment. If during any period of twelve consecutive months during the
Term  Tenant  shall fail on more than two  occasions  to pay any Rent within ten
(10) days after such Rent  becomes due and  payable,  then on the third and each
subsequent  occasion  (a) Tenant  shall pay to  Landlord  a late  charge of five
percent  (5%) of the  amount of such  overdue  Rent,  and (b) any such late Rent
payment  shall bear  interest  from the date such Rent became due and payable to
the date of payment thereof by Tenant at the Interest Rate. Such late charge and
interest  shall be due and payable  within five (5) business  days after written
demand from Landlord is received by Tenant.

5.5   Advance Rent.Simultaneously with the execution of this Lease, Tenant shall
deposit with Landlord the Advance Rent in cash, as payment,  in advance, of Base
Rent due under this Lease. The Advance Rent shall serve Landlord as security for
Tenant's  performance of its obligations under this Lease until such time as the
first  monthly  installment  of Base Rent  becomes due.  When the first  monthly
installment  of Base Rent  becomes  due,  Landlord  shall apply the Advance Rent
against  such  installment,  and  thereafter  against  each  additional  monthly
installment  of Base Rent due under this  Lease,  until such time as the Advance
Rent is exhausted.

                                   ARTICLE 6
                               SECURITY DEPOSIT

6.1   General.  Simultaneously  with  the  execution of this Lease, Tenant shall
deposit   with  Landlord   the  Security   Deposit  in   cash,  which  shall  be
held by Landlord,  with interest for the account of Tenant, as security, for the
performance of Tenant's obligations and covenants under this Lease. All interest
accrued on the Security  Deposit  shall be added to and be  considered a part of
the Security  Deposit,  for  disposition  as set forth  herein.  For purposes of
reporting  interest  income,  Tenant's  Federal  tax  identification  number  is
59-1826343.  The Security  Deposit is not an advance rental deposit or a measure
of  Landlord's  damages in case of an Event of  Default.  If an Event of Default
shall occur beyond any  applicable  notice and cure period or if Tenant fails to
surrender  the Premises in the condition  required by this Lease,  Landlord may,
and without  prejudice to any other  remedy  which  Landlord may have on account
thereof,  to apply  all or any  portion  of the  Security  Deposit  to cure such
default or to remedy the condition of the  Premises.  If Landlord so applies the
Security  Deposit or any portion  thereof before the Expiration  Date or earlier
termination of this Lease, Tenant shall deposit with Landlord,  upon demand, the
amount  necessary to restore the Security  Deposit to its  original  amount.  If
Landlord shall sell or transfer its interest in the Building or the Complex,  or
in the event of a foreclosure,  Landlord shall transfer the Security  Deposit to

<PAGE>

such purchaser or transferee, in which event Tenant shall look solely to the new
landlord for the return of the Security  Deposit,  Landlord  thereupon  shall be
released  from all  liability to Tenant for the return of the Security  Deposit,
and the new owner shall be liable for Tenant's  Security  Deposit.  Although the
Security Deposit shall be deemed the property of Landlord, any remaining balance
of the  Security.  Deposit  shall be  returned  to Tenant at such time after the
Expiration  Date or  earlier  termination  of this  Lease  that all of  Tenant's
obligations under this Lease have been fulfilled. Landlord shall conduct a "Post
Move-Out  Inspection"  of the  Premises  within  fifteen  (15)  days  after  the
Expiration Date or earlier termination of this Lease.


                                   ARTICLE 7
                              OPERATING EXPENSES

7.1   Tenant's Proportionate Share of Operating Expenses.Commencing on the first
day of the second  Lease Year and  continuing  throughout  the  remainder of the
Term, Tenant shall pay to Landlord,  as Additional Rent, Tenant's  Proportionate
Share of the amount by which the  Operating  Expenses  during each calendar year
exceed the  Operating  Expenses  during  the Base Year.  If the first day of the
second  Lease  Year or the  Expiration  Date are  other  than the first day of a
calendar year, then Tenant's  Proportionate Share of Operating Expenses shall be
adjusted to reflect the actual period of occupancy during such calendar year.

7.2   Operating Expenses Defined.

      (a) As used herein, the term "Operating Expenses" shall mean all expenses,
disbursements and costs of every kind and nature which  Landlord  incurs because
of or in connection with the ownership, maintenance, management, repair, altera-
tion,   replacement  and operation of the Building and Complex  (which expressly
includes  the  Land,  the  Parking Facilities and the Common Area) including the
following:

          (1)     Wages and  salaries of all  employees,  including  an  on-site
management agent and staff, whether employed by  Landlord or the Building's man-
agement company and all costs related  to or  associated  with such employee  or
the  carrying  out  of  their duties,  including   uniforms and their  cleaning,
taxes,  auto  allowances  and insurance and benefits (including contributions to
pension and/or profit sharing plans and vacation or other paid absences);

          (2)     All supplies and materials, including janitorial and lighting
supplies;

          (3)     All  utilities,  including  electricity,  telephone (including
all costs and  expenses  of telephone service for the sprinkler alarm system, if
any), water,  sewer, power, gas,  heating,  lighting and  air  conditioning  for
the Building,  except  to the extent such  utilities are charged  directly to or
paid directly by, a tenant of the Building;

          (4)     All  insurance  (including  any   deductibles)  purchased   by
Landlord  or  the  Building's management  company relating to  the Building  and
any equipment or other property contained therein or  located  thereon including
casualty, liability, rental loss, sprinkler and water damage insurance;
<PAGE>

          (5)     All repairs  to  the  Building and  all  mechanical components
and equipment therein (excluding  repairs  paid for by the proceeds of insurance
or by Tenant or other third  parties  other   than  as a part  of the  Operating
Expenses),  including interior,  exterior,  structural  or  non-structural,  and
regardless of whether foreseen or unforeseen;

          (6)     All maintenance of the Building and all mechanical  components
and equipment therein including  painting,  ice and snow' removal.  landscaping,
groundskeeping  and  the  patching,  painting  and  resurfacing of driveways and
parking lots;

          (7)    A  management   fee  payable to  Landlord and/or the company or
companies  managing  the  Building, not to exceed four percent (4%) of aggregate
annual base rents;

          (8)    All   maintenance,  operation  and service  agreements  for the
Building, and any equipment related thereto,including service and/or maintenance
agreements  for  the sprinkler system in the Building,  if  any (excluding those
paid for by  Tenant or  any  third  parties  other  than  as a part of Operating
Expenses);

          (9)    Accounting,  consulting  and  legal fees (whether  attributable
to Landlord's in-house attorneys or paralegals);

          (10)    Any  additional  services  not provided to the Building at the
Commencement Date but thereafter provided by Landlord  as  Landlord  shall  deem
necessary or desirable;

          (11)    All condominium dues and related  charges and all assessments,
whether general, special or otherwise, levied  against Landlord, the Building or
Complex  pursuant to any condominium regime or any declaration or other  instru-
ment affecting the Building or any part or component thereof;

          (12)    All computer rentals for energy management or  security  moni-
toring systems, if any;

          (13)    Any   capital  improvements  made  to  the  Building after the
Commencement  Date  (other than those made for the  addition of rentable  square
footage to the Building or for the sole benefit or a Building tenant pursuant to
its lease),  the  cost  of which shall be  amortized  over  the  useful  life of
such  expenditure  according  to  generally  acceptable  accounting   principles
("GAAP"),  together with interest on the unamortized balance of such cost at the
Interest Rate or such higher rate as may  have  been  paid  by Landlord on funds
borrowed  for  the  purposes of constructing said capital  improvements but only
to  the  extent  that  such  capital  improvement is (i) intended by Landlord to
result in the reduction of Operating Expenses but only to  the  extent  that the

<PAGE>

same results in an actual reduction of Tenant's costs,  (ii) necessary or advis-
able to comply with  Legal  Requirements. or (iii)  necessary  or  advisable  to
comply  with  insurance  requirements  or  recommendations of Landlord's insurer
or Mortgagee;

          (14)    The cost of any transportation  program fees, mass transporta-
tion  fees  or  similar  fees  charged  or  assessed  by  any   governmental  or
quasi-governmental entity or pursuant to any Legal Requirements; and

          (15)    Any  payments  made  by  the  Landlord  under  any easement or
license agreement, declaration, restrictive covenant or instrument pertaining to
the payment of sharing of costs among property owners.

      (b) If during any calendar year  (including  the Base Year), the average
occupancy rate for the Building is less than ninety-five percent (95%) or Land-
lord is not supplying services to 95% of the rentable  area of the  Building at
any time during any such  calendar year,  Operating  Expenses for such calendar
year shall be deemed to include all additional costs and  expenses of ownership,
maintenance,  management and operation of the Building which Landlord determines
that  it  would  have  paid  or  incurred  during any such calendar year if such
average  occupancy  rate  for  the Building had been 95% and had  Landlord  been
supplying services to 95% of the rentable square feet of the Building throughout
such  calendar  year.  In  the event  that after the Base Year Landlord provides
services,  the cost of which would be included in Operating  Expenses, that were
not provided during the Base Year, then the cost of such services shall be added
to the Base Year "gross-up" as if such services existed and were provided on the
Commencement Date. If any amounts comprising Operating Expenses are incurred not
just with respect to the office area of the  Building,  but also with respect to
the retail area of the Building, if any, then Landlord  shall  endeavor  in good
faith and  use its  reasonable  efforts to allocate  such  amounts  between  the
office and retail areas of the Building. Such allocation shall be made on a fair
and  equitable  basis,  based  on  the  usage of  or  benefits received from the
service, utility or item in question.  It is not  the intent of this  provision,
commonly  referred  to as a "gross up" clause,  to  permit  Landlord  to  charge
Tenant  for  any Operating Expenses attributable to unoccupied space, or to seek
reimbursement  from Tenant for costs the Landlord never  incurred.  Rather,  the
intent of this provision is to allow Landlord  to  recover  only those increases
in  Operating  Expenses  properly  attributable  to  the occupied  space in  the
Building,  and  is  thus  designed  to calculate  the  actual cost of  providing
variable Operating Expense services (i.e.,  Operating Expenses that are affected
by variations in occupancy levels, such as char  service)  to the  rentable area
of the  Building  receiving  such service.

7.3   Exclusions from Operating Expenses.

      (a)     Operating Expenses shall not include the following:

              (1) Legal fees, space planners' fees, real estate brokers' leasing
commissions,   advertising    expenses   and   all  other   costs   incurred  in
connection with the original or future leasing of space in the Building;

              (2) Costs  and  expenses  of  alterations or  improvements  of the
Premises or the leasehold premises of other individual tenants in the Building;
<PAGE>

              (3)   Costs of  correcting  defects  in, or   inadequacy  of,  the
design or construction of the Building or the materials used in the construction
of  the  Building  or the  equipment  or  appurtenances  thereto  to  the extent
covered by  warranties  and recovered by Landlord;

              (4)  Depreciation,  interest  and  principal payments on mortgages
and  other financing  costs, if  any  including attorneys' fees, title insurance
premiums,  recording  costs,  or any other costs  attributable to such activity,
other than  amortization  of  and  the interest factor attributable to permitted
capital improvements;

              (5) Costs  and  expenses  associated  with  the  operation  of the
business of  the  person or entity which  constitutes  Landlord  as the same are
distinguished from the costs of operation of the Building,  including accounting
and  legal  matters,  costs  of  defending   any  lawsuits  with  any  Mortgagee
(except to the extent the actions of Tenant or any other tenant may be in issue)
costs of selling or financing  any of Landlord's  interest  in  the Building and
outside fees paid in connection with disputes with other tenants;

              (6) Costs  and   expenses   directly   resulting  from  the  gross
negligence  or  willful  misconduct  of  Landlord  or  its  Agents to the extent
provable by Tenant;

              (7) Real Estate Taxes;

              (8)     Landlord's income taxes;

              (9) Landlord's costs of any service sold or provided to any tenant
or occupant of the Building for which  Landlord is  reimbursed  as an additional
charge or rental over and above the base rent and escalations  payable under the
lease or  occupancy  agreement  with that  tenant or other  occupant  (including
after-hours HVAC costs or over-standard electrical consumption costs incurred by
other  tenants or occupants or excess  insurance  costs  arising from a tenant's
specific use or equipment) and costs of services  provided to some tenants,  but
not to Tenant;

              (10) The initial cost of construction of the Building;

              (11) Expenses   for  repairs or  replacements  to the extent  such
expenses are covered by and reimbursed to Landlord by virtue of warranties  from
contractors or suppliers;

              (12) The cost of any  item of  service  or  repair  to the  extent
covered by and reimbursed to Landlord under any warranty,  guaranty or insurance
policy maintained or held by Landlord;

              (13) Any  Operating  Expenses  which  are  payable  by any  tenant
directly to the provider of the service or for which  Landlord is entitled to be
and is reimbursed directly by a tenant, or by insurance proceeds;
<PAGE>

              (14) Legal  or  accounting  fees,  costs   and  disbursements  for
negotiating  leases or enforcing the lease  obligations  of other tenants in the
Complex;

              (15)  Damage and repairs  attributable  to  condemnation,  fire or
other  casualty  to the  extent  covered by  insurance  actually  maintained  or
required  under the  provisions  of this Lease to be  maintained by Landlord and
collected by Landlord;

              (16) Interest,  penalties or other costs arising out of Landlord's
failure to make timely  payments  of its  obligations,  unless  such  failure is
caused by Tenant's conduct;

              (17) Repairs required to correct  violations of Legal Requirements
existing as of the Commencement Date;

              (18)  Compensation of officers or executives of Landlord above the
level of property manager;

              (19) Costs to acquire  sculpture,  paintings  or other  objects of
act;

              (20) Costs  arising from the presence of Hazardous  Materials  (as
defined in Article 26) in, about or below the Building or Complex; and

              (21) Reserves for repairs, maintenance and replacements.

                   Landlord  shall not  collect  more  than one  hundred
percent (100%) of the Operating Expenses actually incurred
by Landlord and shall not recover any items of cost more than once.

      (b) All Operating Expenses  shall be reduced by the amount of insurance or
other  reimbursement,  recoupment,  payment,  discount or allowance  received by
Landlord.  Landlord  shall, at all times during the entire term and its options,
operate,  manage,  maintain and repair the Building in a lawful,  efficient  and
businesslike  manner in  accordance  with sound  property  management  practices
consistent with comparable first class office buildings in the northern Virginia
metropolitan  area. Tenant shall only be liable for Operating Expenses which are
attributable to term of this Lease or such time as Tenant occupies the Premises,
whichever is greater.

7.4 Estimated Payments. Landlord shall submit to Tenant, before the beginning of
each calendar year, a statement of Landlord's estimate of the Operating Expenses
payable by Tenant  during  such  calendar  year.  In  addition to the Base Rent,
Tenant  shall pay to  Landlord  on or before the first day of each month  during
such  calendar  year an amount  equal to  one-twelfth  (1/12)  of the  estimated
Operating  Expenses  payable  by Tenant for such  calendar  year as set forth in
Landlord's  statement.  If Landlord fails to give Tenant notice of its estimated
payments  due under this  Article  for any  calendar  year,  then  Tenant  shall
continue making monthly  estimated  payments in accordance with the estimate for
the previous  calendar  year until a new  estimate is provided by  Landlord.  If
Landlord determines that, because of unexpected  increases in Operating Expenses
or other  reasons,  Landlord's  estimate of the Operating  Expenses was too low,

<PAGE>

then  Landlord  shall have the right to give a new  statement  of the  estimated
Operating Expenses due from Tenant for such calendar year or the balance thereof
and to bill  Tenant  for any  deficiency  which  may have  accrued  during  such
calendar year, and Tenant shall thereafter pay monthly estimated  payments based
on such new statement.

7.5 Actual  Operating  Expenses.  Within one hundred twenty (120) days after the
end of each calendar year, Landlord shall submit a reasonably detailed statement
to Tenant  showing the actual  Operating  Expenses  for such  calendar  year and
Tenant's  Proportionate  Share of the  amount by which such  Operating  Expenses
exceed the  Operating  Expenses  during the Base Year;  provided that failure by
Landlord to deliver such  statement  within the time  specified  above shall not
relieve Tenant of any of its  obligations  hereunder.  If for any calendar year,
Tenant's estimated monthly payments exceed Tenant's  Proportionate  Share of the
amount by which the actual Operating  Expenses for such calendar year exceed the
Operating  Expenses  during the Base Year,  then  Landlord  shall give  Tenant a
credit in the amount of the overpayment toward Tenant's next monthly payments of
estimated  Operating  Expenses.  If for any  calendar  year  Tenant's  estimated
monthly  payments are less than  Tenant's  Proportionate  Share of the amount by
which the actual Operating  Expenses for such calendar year exceed the Operating
Expenses  during the Base Year,  then Tenant  shall pay the total amount of such
deficiency  to Landlord  within  thirty (30) days after receipt of the statement
from  Landlord.   Landlord's  and  Tenant's  obligations  with  respect  to  any
overpayment or underpayment  of Operating  Expenses shall survive the expiration
or earlier termination of this Lease.

7.6 Tenant's Right to Audit.  In the event of any good faith dispute  concerning
the  charges or  computation  of the  amounts  payable to  Landlord  pursuant to
Articles 7.4 and 7.5 herein,  Tenant shall pay into escrow, in an escrow account
and with an escrow agent both reasonably acceptable to Landlord,  the portion of
the amount in dispute  pending the  resolution of the dispute,  and such payment
shall be without  prejudice  to  Tenant's  right to continue  to  challenge  the
disputed  charges or computation.  All fees,  charges and expenses of the escrow
agent shall be paid by Tenant at it's sole cost and  expense.  In no event shall
Tenant be permitted to make  payments of Base Rent, as specified in Article 1.7,
into such escrow account. In the event Tenant shall dispute the amount set forth
in  Landlord's  statement as described in Article 7.5 herein and Tenant pays the
full amount set forth in Landlord's  reconciliation  statement with any disputed
amount paid into such escrow  account  then,  Tenant  shall have the right,  not
later  than  ninety  (90) days  following  receipt of such  statement,  to cause
Landlord's  books and records with respect to the preceding  calendar year to be
audited and/or  inspected by Tenant itself or with the assistance of accountants
or other  consultants,  and who shall not be compensated on a contingency basis.
Such audit shall occur upon not less than twenty (20) days prior written  notice
to  Landlord,  at  Landlord's  place  of  business  or the  actual  location  of
Landlord's  books and records if different  from  Landlord's  place of business,
during Landlord's normal business hours.  Subject to Landlord's right to dispute
the results of Tenant's  audit as  hereinafter  described,  the amounts  payable
under this Article by Landlord to Tenant or by Tenant to  Landlord,  as the case
may be,  shall be  appropriately  adjusted on the basis of such  audit.  If such
audit  discloses a liability for further  refund by Landlord to Tenant in excess
of five percent (5%) of the payments previously made by Tenant for such calendar
year, then, subject to Landlord's right to dispute the results of Tenant's audit
as  hereinafter  described,  (a) the  actual  out-of-pocket  cost of such  audit
incurred by Tenant shall be borne by Landlord  and paid within  thirty (30) days

<PAGE>

of demand from Tenant and (b) Tenant and/or its  representatives  shall have the
right to  audit/inspect  Landlords  books and records  for the year  immediately
preceding  the prior  audit year for any  potential  excess  payments by Tenant;
otherwise, the cost of such audit shall be borne by Tenant.  Notwithstanding the
foregoing,  in no event shall  Landlord's cost for such audit (not including any
excess payment by Tenant) exceed Three Thousand  Dollars  ($3,000).  If Tenant's
audit  discloses  a liability  for  further  refund by Landlord to Tenant of one
percent (1%) or less or a liability for further payment by Tenant,  then in that
event the actual  out-of-pocket  cost to respond to Tenant's  audit  incurred by
Landlord (including reasonable  consultants' and attorneys' fees), not to exceed
Three Thousand Dollars ($3,000), shall be borne by Tenant and paid within thirty
(30) days of demand from Landlord.  In the event that the Landlord  disputes the
results of the Tenant's  audit,  Landlord shall notify Tenant within thirty (30)
days of delivery of the results of the Tenant's audit  together with  reasonably
detailed documentation related thereto. If Landlord disputes the Tenant's audit,
Landlord  shall within said 30-day period,  designate an  independent  Certified
Public Accounting firm from one of the "Big-Six" (i.e., Arthur Anderson & Co. or
similar  company)  and said  firm  shall  review  the  Tenant's  audit  and,  if
necessary,  shall  re-audit the  Landlord's  books and records and issue a final
report within ninety (90) days of the expiration of said 30-day  period.  Tenant
shall fully  cooperate  and  instruct  its auditor to fully  cooperate  with the
review  conducted by the Big-Six firm. The findings of the Big-Six firm shall be
conclusive  and binding on the parties  hereto as it relates to the statement at
issue.  In the event that the Big-Six firm's report  confirms the Tenant's audit
then the  Landlord  shall pay the cost of the  Big-Six  audit  which shall be in
addition  to any  obligation  Landlord  may  have to pay  Tenant's  expenses  as
aforesaid.  In the event that the report  discloses a  liability  by Landlord to
Tenant of less than the amount indicated in Landlord's  statement,  then in that
event the  Tenant  shall pay the cost of the  Big-Six  audit  which  shall be in
addition  to any  obligation  Tenant  may  have to pay  Landlord's  expenses  as
aforesaid.  If  Tenant  shall  not  request  an  audit  in  accordance  with the
provisions  of this  Article  within  ninety (90) days of receipt of  Landlord's
reconciliation  statement of actual Operating Expenses,  such statement shall be
conclusive and binding upon Landlord and Tenant.

                                   ARTICLE 8
                                     TAXES

8.1 Tenant's  Proportionate Share of Real Estate Taxes.  Commencing on the first
day of the second  Lease Year and  continuing  throughout  the  remainder of the
Term, Tenant shall pay to Landlord,  as Additional Rent, Tenant's  Proportionate
Share of the amount by which Real Estate Taxes during each  calendar year exceed
Real Estate  Taxes  during the Base Year.  If the first day of the second  Lease
Year or the  Expiration  Date are other than the first day of a  calendar  year,
then  Tenant's  Proportionate  Share of Real  Estate  Taxes shall be adjusted to
reflect the actual period of occupancy during such calendar year.

8.2  Definition  of Real Estate  Taxes.  As used  herein,  the term "Real Estate
Taxes"  shall mean all taxes and  assessments,  general or special,  ordinary or
extraordinary,  foreseen  or  unforeseen,  assessed,  levied or  imposed  by any
governmental  authority  upon the  Complex  and upon  the  fixtures,  machinery,
equipment or systems in, upon or used in connection  with any of the  foregoing,
and the rental, revenue or receipts derived therefrom,  under the current or any
future  taxation or assessment  system or  modification  of,  supplement  to, or
substitute  for such  system.  Real  Estate  Taxes  also  shall  include-special

<PAGE>

assessments which are in the nature of or in substitution for real estate taxes,
including road improvement  assessments,  special use area  assessments,  school
district  assessment,  vault space  rentals and any business,  professional  and
occupational license tax payable by Landlord in connection with the Building. If
at any time the  method  of  taxation  prevailing  on the date  hereof  shall be
altered so that in lieu of, as a  substitute  for or in addition to the whole or
any part of the taxes now levied or assessed,  there shall be levied or assessed
any of the  following,  then the same  shall be  included  within the term "Real
Estate Taxes" hereunder:  a tax, assessment,  levy fee or other charge (i) on or
measured by the rents  received from the Building or the Complex,  (ii) measured
by or based in whole or in part upon the  Building  or the  Complex  and imposed
upon Landlord, or (iii) measured by the rent payable by Tenant under this Lease.
Except to the extent provided in the preceding sentence, Real Estate Taxes shall
not include any franchise, corporation, income or profit tax calculated upon the
Landlord's net income.  In no event shall any inheritance,  estate,  succession,
transfer,  gift tax, or capital levy be included in Real Estate Taxes.  Further,
for the purposes of this Article, Real Estate Taxes shall include the reasonable
expenses  (including  attorneys'  fees)  incurred by Landlord in  challenging or
obtaining  or  attempting  to  obtain a  reduction  of such Real  Estate  Taxes,
regardless  of the outcome of such  challenge.  Notwithstanding  the  foregoing,
Landlord  shall  have no  obligation  to  challenge  Real  Estate  Taxes  unless
requested by tenants in the Building representing fifty percent (50%) or more of
the rentable space in the Building. If as a result of any such challenge,  a tax
refund is made to Landlord,  then the amount of such refund less the expenses of
the  challenge  shall be deducted  from Real Estate  Taxes due in the Lease Year
such refund applies,  and if any portion of such refund applied to a tax year in
which  Tenant has paid Real Estate  Taxes,  Landlord  shall  refund to Tenant an
amount equal to Tenant's  pro-rata  share of such reduction of Real Estate Taxes
as has  actually  been paid by Tenant to  Landlord  in the tax year to which the
reduction applies.  Landlord's obligation to refund to Tenant its pro-rata share
of such reduction shall survive the expiration or termination of this Lease. The
Real Estate Taxes  Statement shall  reasonably  detail the Real Estate Taxes for
such calendar year. Landlord further covenants and agrees to pay all Real Estate
Taxes no later than the date on which such taxes are due and payable.

8.3  Estimated  and  Actual  Payments.  Landlord  shall  charge  Tenant  for its
Proportionate  Share of Real Estate  Taxes and Tenant  shall pay such charges in
accordance  with  the  procedures  established  under  Articles  7.4 and 7.5 for
payment of Operating Expenses.

                                   ARTICLE 9
                                    PARKING

9.1 Parking  Spaces..  During the Term, and at no additional  fee,  Tenant shall
have the exclusive right to use the Reserved Spaces and the non-exclusive  right
to use the  unreserved  portion  of the  Parking  Facilities  to the  extent  of
Tenant's unreserved Parking Space Allotment.

9.2 Reserved  Spaces.  Landlord,  at its cost,  shall keep the  Reserved  Spaces
marked with the words "Reserved,  Software Technology" to designate the Reserved
Spaces.  Landlord  shall have no  obligation  to police the use of the  Reserved
Spaces by persons other than Tenant and its Agents.
<PAGE>

9.3 Rules and  Regulations  for Parking.  Tenant  shall abide by any  reasonable
rules or regulations for the use of the Parking  Facilities which may be adopted
by the  Landlord  for the general  safety,  care,  cleanliness  and order of the
Parking Facilities,  the Building and the users thereof.  Upon notice to Tenant,
such  rules  and  regulations  may be  changed  from  time to  time as  Landlord
reasonably deems necessary. Landlord may assign and reassign, from time to time,
particular  parking spaces  (except for the Reserved  Spaces) for use by persons
selected by Landlord.

9.4 Changes to Parking  Facilities.  Landlord shall have the right, from time to
time,  with Tenant's  consent not to be  unreasonably  withheld,  conditioned or
delayed,  to change,  alter, add to,  temporarily  close or otherwise affect the
Parking Facilities;  provided,  that Landlord endeavor in good faith and use its
reasonable   efforts  to  minimize  any  material   interference  with  Tenant's
beneficial  use of the Premises.  Tenant shall not use more parking  spaces than
the Parking Space Allotment.

                                   ARTICLE 10
                                       USE

10.1 General. Tenant shall occupy the Premises solely for the Permitted Use. The
Premises  shall  not be used for any other  purpose  without  the prior  written
consent  of  Landlord  which  consent  shall  not  be   unreasonably   withheld,
conditioned or delayed.  Tenant shall comply, at Tenant's expense,  with (i) all
Legal  Requirements,  and (ii)  any  reasonable  requests  of  Mortgagee  or any
insurance company providing coverage with respect to the Premises.  Tenant shall
not use or occupy the  Premises in any manner that is unlawful or  dangerous  or
that shall constitute an unreasonable annoyance or a violation of the Covenants.

10.2  Tenant's  Personal  Property.  Tenant  shall pay  before  delinquency  any
business,  rent or other tax or fee that is now or hereafter assessed or imposed
upon Tenant's use or occupancy of the Premises, the conduct of Tenant's business
in the  Premises  or  Tenant's  Property.  If any such tax or fee is  enacted or
altered so that such tax or fee is imposed upon  Landlord or so that Landlord is
responsible for collection or payment thereof,  then Tenant shall pay the amount
of such tax or fee as Additional Rent.

                                    ARTICLE 11
                            ASSIGNMENT AND SUBLETTING

11.1 Consent. Tenant shall not assign, transfer,  mortgage or otherwise encumber
this  Lease or sublet or rent (or  permit a third  party,  to occupy or use) the
Premises,  or any part  thereof,  nor shall any  assignment  or transfer of this
Lease or the right of  occupancy  hereunder  be effected by  operation of law or
otherwise,  without the prior written  consent of Landlord,  which consent shall
not be unreasonably withheld or delayed (any such valid assignment,  sublease or
any of the other  foregoing  shall  sometimes  be  hereinafter  referred to as a
"transfer").  For purposes of the foregoing prohibitions,  a transfer at any one
time or from  time to time of twenty  percent  (20%) or more of an  interest  in
Tenant  (whether  stock,  partnership  interest  or other form of  ownership  or
control) by any  person(s) or entity  (ties)  having an interest in ownership or
control of Tenant on the date hereof shall be deemed to be an assignment of this

<PAGE>

Lease.  Any assignment,  encumbrance,  or sublease  without  Landlord's  written
consent shall be voidable by Landlord and, at Landlord's election, constitute an
Event of Default hereunder.  Notwithstanding the foregoing, in any event, Tenant
shall be strictly  prohibited  from  assigning or subletting  its interest in or
rights under this Lease in any way during the final Lease Year of the Term. This
Article 11.1 is subject to Article 11.6.

11.2  Landlord's  Options.  If at any time or from time to time during the Term,
Tenant  desires to effect a transfer,  Tenant shall deliver to Landlord  written
notice  ("Transfer  Notice")  setting  forth  the terms  and  provisions  of the
proposed transfer and the identity of the proposed assignee,  sublessee or other
transferee  (sometimes referred to hereinafter as a "Transferee").  Tenant shall
also deliver to Landlord with the Transfer Notice, a current financial statement
for the  Transferee  and such  other  information  as  Landlord  may  reasonably
request. Landlord shall have the option, exercisable by written notice delivered
to Tenant within ten (10) days after Landlord's  receipt of the Transfer Notice,
such financial statements and other information, either to:

      (a)      approve or disapprove such transfer; or

      (b)  terminate this Lease with respect to the entire  Premises (or, in the
case of a proposed sublease,  only that portion of the Premises which the Tenant
has requested to Sublease),  which  termination  shall be effective  thirty (30)
days after Tenant's receipt of Landlord's notice;  provided,  however, that this
clause (b) shall not apply  unless the  proposed  transfer  (either by itself or
when taken  together  with all prior  transfers  hereunder)  would result in the
transfer of 50% or more of the  Premises.  Should  Landlord  attempt to exercise
such right to  terminate  this Lease  provided for under this clause then Tenant
shall have the right,  exercisable  within five (5) business  days of receipt of
landlords intent to terminate this Lease, to withdraw the transfer  request,  in
which event Landlord's exercise of its termination right under this clause shall
be null and void.

In the event that  Landlord  refuses to consent  to a  sublease,  assignment  or
transfer,  then Landlord shall  simultaneously  provide Tenant with a reasonably
detailed  written  explanation  for  such  refusal.  Landlord  will  provide  to
subtenants and assignees all rights and services provided for in this Lease.

11.3  Assignment  or Sublet  Premium.  If  Landlord  approves an  assignment  or
subletting of all or any portion of the  Premises,  Tenant shall pay to Landlord
as Additional  Rent,  as and when  received by Tenant,  an amount equal to fifty
percent  (50%) of the  difference  between  (i) all sums paid by or on behalf of
such  assignee or  subtenant  under the  assignment  or  sublease,  and (ii) the
Monthly  Base  Rent and  Additional  Rent paid by Tenant  under  this  Lease and
attributable  to the portion of the Premises  assigned or sublet;  provided that
Tenant  shall be entitled to deduct from such  premium  prior to such payment to
Landlord  all  reasonable  costs and  expenses  actually  incurred  by Tenant in
procuring such assignee or subtenant, such as but not limited to brokerage fees,
advertising,  legal  expenses  incurred in  connection  with such  assignment or
sublease,  other economic concessions granted to such assignee or subtenant, and
expenses of such  improvements  constructed in such assigned or subleased  space
and actually  paid for by Tenant (such costs and expenses are referred to herein
as "Tenant Transfer Costs").
<PAGE>

11.4 Release.  No transfer  shall release Tenant of Tenant's  obligations  under
this  Lease or alter  the  primary  liability  of  Tenant to pay the rent and to
perform all other obligations to be performed by Tenant  hereunder.  In the case
of a transfer  consisting  of an  assignment  and not a  sublease,  if  Landlord
consents to the proposed  assignment,  Landlord may require that any  Transferee
remit  directly  to  Landlord  on a monthly  basis all monies due Tenant by said
Transferee;  provided  that, in the event that (a) all sums paid by or on behalf
of such assignee under the assignment shall exceed (b) the Monthly Base Rent and
Additional Rent paid by Tenant under this Lease and  attributable to the portion
of the Premises  assigned  (such excess,  if any, of (a) over (b) is referred to
herein as the "Excess Amount"),  then to the extent that such Excess Amounts are
received  by  Landlord,  (i)  Landlord  shall pay to Tenant  all of such  Excess
Amounts until and to the extent the such  aggregate  amount of all such payments
so made by Landlord  to Tenant  shall be equal to all of Tenant  Transfer  Costs
incurred in connection with such assignment, and (ii) thereafter, Landlord shall
pay to Tenant fifty percent (50%) of all such Excess Amounts.  The acceptance of
rent by  Landlord  from any other  person  shall not be deemed to be a waiver by
Landlord of any provision hereof.  Consent by Landlord to one transfer shall not
be deemed consent to any subsequent  transfer.  If an Event of Default occurs by
any Transferee of Tenant or any successor of Tenant in the performance of any of
the terms  hereof,  Landlord may proceed  directly  against  Tenant  without the
necessity of exhausting  remedies against such Transferee or successor.  In such
event (but only in the case of a Transferee constituting an assignee of, but not
a sublessee under,  this Lease,  Landlord shall not exercise any right or remedy
which it holds under any  provision of this Lease or  applicable  law unless and
until:  (1) the Landlord  has given  written  notice to the Tenant;  and (2) the
Tenant has failed  (i) if such  Event of  Default  consists  of a failure to pay
money,  within five (5) business days after written  notice is received,  to pay
such  sums  due to  Landlord,  or (ii) 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.  Landlord  may
consent to subsequent  assignments  of the Lease or sublettings or amendments or
modifications to the Lease with assignees of Tenant,  without  notifying Tenant,
or any successor of Tenant,  and without  obtaining its or their consent thereto
and any such actions shall not relieve Tenant of liability, under this Lease.

11.5  Administrative  and  Attorneys'  Fees.  If Tenant  effects a  transfer  as
provided  for under  Section 11.6 herein or Landlord  consents to any  transfer,
then Tenant shall,  upon demand,  pay Landlord a non- refundable  administrative
fee of Five Hundred Dollars  ($500.00),  plus any  consultants',  engineers' and
reasonable  attorneys'  fees,  not to exceed  Five  Hundred  Dollars  ($500.00),
incurred  by Landlord in  connection  with such  transfer or request for consent
(whether   attributable  to  Landlord's  in-house  attorneys  or  paralegals  or
otherwise).  Acceptance of the $500.00  administrative  fee and reimbursement of
Landlord's  attorneys' and paralegal fees shall in no event obligate Landlord to
consent to any proposed transfer.

11.6  Assignment  or sublease  with an  Affiliate.  Tenant,  without  Landlord's
consent,  may enter into a transfer  with an  "Affiliate"  (as  defined  below);
provided that (i) Tenant remains  liable under this Lease,  and (ii) the parties
execute an assignment  of lease on a form  approved by Landlord.  In this Lease,
the term  "Affiliate"  means an  entity  at least  50% of which is under  common
ownership or control with Tenant.
<PAGE>

                                   ARTICLE 12
                             MAINTENANCE AND REPAIR

12.1  Landlord's  Obligation.  Landlord  shall  not be  responsible  to make any
repairs,  renovations  or  maintenance  to any part of the  Premises  except  as
expressly  provided  herein.  Except for repairs that Tenant is required to make
pursuant to Article  12.2,  Landlord  shall (a) keep and maintain in good repair
and working order the Building and roof area (excluding Tenant's Property),  (b)
make all repairs and  replacement  to all  exterior  structural  portions of the
Building,  including, but not limited to, the exterior Building walls (including
doors), roof and foundations,  adjoining sidewalks, driveways, service areas and
curbs  (irrespective of any duty on the part of any governmental  agency to make
or order such  repairs  and  replacements),  and all  repairs  and  replacements
necessary  to put and  maintain  the  exterior of the  Building and parking area
(including,  but not limited to,  filling holes and resealing as necessary,  but
subject to normal wear and tear),  including all  improvements  now or hereafter
thereon,  and all appurtenances  thereto (including sewer and sewer connections,
water and gas pipes and connections, electrical wires and connections) in a safe
and tenantable condition and in good order and repair,  except for those repairs
made  necessary by the negligent acts or default of the Tenant or its employees,
and (c) provide for lawn,  landscaping and shrubbery care and snow removal.  The
cost of all of the  foregoing  shall be included in the  Operating  Expenses and
paid by Tenant on a pro rata  basis as and to the extent  provided  in Article 7
herein.  Tenant shall  immediately give Landlord written notice of any defect or
need for repairs of which the Tenant becomes aware. After such notice,  Landlord
shall have a reasonable  opportunity  to repair or cure such defect.  Landlord's
liability with respect to any defects, repairs or maintenance for which Landlord
is responsible under any of the provisions of this Lease shall be limited to the
cost of such repairs or  maintenance  or the curing of such  defect.  Landlord's
liability with respect to any defects, repairs or maintenance for which Landlord
is responsible under any of the provisions of this Lease shall be limited to the
cost of such repairs or maintenance or the curing of such defect.

12.2 Tenant's Obligation.  Tenant shall, at its own expense,  maintain all parts
of the Premises and Tenant's Property (except those for which Landlord is either
expressly responsible or elects to undertake pursuant to Article 12.1 or 12.3 of
this  Lease) in good  condition,  promptly  making all  necessary,  repairs  and
replacements,  including  interior,  windows,  glass  and  plate  glass,  doors,
interior  walls and  finish  work,  floors  and  floor  covering,  lighting  and
electrical  systems,  and HVAC and mechanical  systems  (including  fixtures and
equipment).  Tenant,  at its expense,  shall install and maintain any additional
fire  extinguishers  and other fire  protection  devices as may be required from
time to time by any Legal Requirement or agency having  jurisdiction over, or by
the underwriters  issuing  insurance for, the Building.  During the Term of this
Lease and any extension thereof,  Tenant shall provide, at its expense,  proper,
periodic  and  normal  maintenance  and  inspection  for  such  heating  and air
conditioning  equipment as exists upon the Premises at the Commencement Date. If
such equipment  requires repairs or replacement of parts, or both, of a major or

<PAGE>

substantial  nature (i.e., in excess of proper,  periodic and normal maintenance
and  inspection),  such  repairs  or  replacements,  or  both,  shall be made by
Landlord at its expense (such  expense to be included in Operating  Expenses and
paid for by Tenant on a pro rata basis as provided in Article 7 hereof),  unless
Tenant's  misuse or abuse of same  necessitates  the repair or  replacement,  or
both.  Examples of "parts of a major or  substantial  nature"  are  compressors,
boilers  and fan  units.  If any  heating  and  air  conditioning  equipment  is
installed  as part of the  Tenant  Improvements,  Landlord  shall (to the extent
transferable) transfer to Tenant all warranties received from the manufacturers,
dealers  and/or  installers  of such  heating  and air  conditioning  and  other
mechanical  equipment,  and agrees to assist Tenant, to a reasonable  degree, in
enforcing  any such  warranty,  except  enforcement  shall be at  Tenant's  sole
expense.

12.3  Landlord's  Right to Pay,  Maintain  or Repair.  If,  within ten (10) days
following  receipt of written  notice to Tenant,  Tenant fails to pay any amount
Tenant has agreed to pay hereunder or fails to commence to repair or replace any
item which is Tenant's  obligation  to perform,  and  diligently  pursue  timely
completion of such repair and  replacement,  Landlord may. at its option,  cause
all such payments,  required  maintenance,  repairs or  replacements to be made.
Tenant shall pay Landlord all costs incurred in connection  therewith (including
reasonable  attorneys' fees and costs of collection,  if any) within thirty (30)
days of the receipt by the Tenant of an invoice from  Landlord.  Interest  shall
accrue  thereon at the Interest  Rate if not paid within said 30-day period from
the due date until paid.


                                   ARTICLE 13
                        INITIAL CONSTRUCTION; ALTERATIONS

13.1 Initial  Construction.  Landlord and Tenant agree that the  construction of
the Landlord  Work and other initial  construction  with respect to the Premises
shall be  performed  in  accordance  with  Exhibit B (Work  Agreement)  attached
hereto.

13.2 Alterations. Except with regard to decorative or non-structural Alterations
which  do not  exceed  One  Dollar  ($1.00)  per  rentable  square  foot  in the
aggregate,  Tenant  shall not make or permit any  Alterations  without the prior
written consent of Landlord which consent shall not be unreasonably  withheld or
delayed. Landlord may impose any reasonable conditions to its consent, including
(i) delivery to Landlord of written and unconditional  waivers of mechanic's and
materialmen's liens as to the Premises,  the Building,  the Complex and the Land
for all work,  labor and services to be performed and materials to be furnished,
signed   by  all   contractors,   subcontractors,   materialmen   and   laborers
participating  in  the  Alterations,  (ii)  prior  approval  of  the  plans  and
specifications and Tenant's contractor(s) with respect to the Alterations, (iii)
supervision  by  Landlord's   representative   at  Landlord's   expense  of  the
Alterations  and (iv)  delivery to Landlord  of payment  and  performance  bonds
naming Landlord and Mortgagee as obligees.  The Alterations shall conform to the
requirements of Landlord's and Tenant's  insurers and of any Legal  Requirements
applicable to the Premises,  shall be performed in accordance with the terms and
provisions  of this Lease in a good and  workmanlike  manner  befitting  a first
class  office/industrial  building  and shall not  adversely  affect  the value,
utility or character of the Premises.  If the  Alterations  are not performed as
herein required,  Landlord shall have the right, at Landlord's  option,  to halt
any further  Alterations,  or to require  Tenant to perform the  Alterations  as
herein  required or to require  Tenant to return the  Premises to its  condition
before such  Alterations.  Notwithstanding  the foregoing,  if any mechanic's or
materialmen's  lien is filed against the Premises,  the Building or the Land for
work claimed to have been done for, or materials  claimed to have been furnished

<PAGE>

to or for the benefit of,  Tenant,  such lien shall be  discharged  of record by
Tenant within ten (10) business days by the payment thereof or the filing of any
bond required by law. If Tenant shall fail to discharge any such lien,  Landlord
may (but shall not be obligated to) discharge the same,  the cost of which shall
be paid by  Tenant  within  three  (3)  business  days of  receipt  of demand by
Landlord. Such discharge by Landlord shall not be deemed to waive or release the
default of Tenant in not discharging the same. Neither Landlord's consent to the
Alterations  nor  anything  contained  in this  Lease  shall be deemed to be the
agreement or consent of Landlord to subject Landlord's interest in the Premises,
the Building,  the Complex or the Land to any mechanic's or materialmen's  liens
which may be filed in respect of the Alterations.

13.3 Removal of  Alterations.  Except to the extent Tenant requests and Landlord
designates otherwise at the time Landlord approves such Alterations,  all or any
part  of the  Alterations  made  after  the  Commencement  Date  of  this  Lease
(including  wall-to-wall  carpet),  whether  made with or without the consent of
Landlord, shall, at the election of Landlord, either be removed by Tenant at its
expense  before the expiration of the Term or shall remain upon the Premises and
be surrendered  therewith at the Expiration Date or earlier  termination of this
Lease as the property of Landlord  without  disturbance,  molestation or injury.
Notwithstanding  the previous  sentence,  Tenant shall in all cases,  remove all
Cabling installed at any time during the Lease Term and any applicable extension
or  renewal  term.  If  Landlord  requires  the  removal  of all or  part of the
Alterations,  Tenant, at its expense, shall repair any damage to the Premises or
the Building  caused by such removal.  If Tenant fails to remove the Alterations
upon  Landlord's  request,  then  Landlord may (but shall not be  obligated  to)
remove the same and the cost of such removal and repair of any damage  caused by
the same,  together  with any and all  damages  which  Landlord  may  suffer and
sustain by reason of the failure of Tenant to remove the same,  shall be charged
to Tenant and paid upon demand.

13.4 Landlord Alterations. Subject to Article 12.1, 13.1 and Exhibit B, Landlord
shall have no obligation to make any  Alterations in or to the Premises.  Except
as  expressly  provided  in the  preceding  sentence,  Tenant  shall  accept the
Premises in its "AS-IS" condition.

                                   ARTICLE 14
                                      SIGNS

14.1 General.  Landlord,  at its cost,  shall provide Tenant with Tenant's share
(which shall be the same percentage as Tenant's  Proportionate Share of Building
Operating  Expenses) of the available  listings on the Building lobby directory.
Except as  provided  in the  previous  sentence  and in Article  14.2,  no sign,
advertisement  or  notice  shall  be  inscribed,  painted,  affixed,  placed  or
otherwise  displayed by Tenant or such  subtenant on any part of the Land or the
outside or the inside  (including  windows) of the Complex,  the Building or the
Premises without the Landlord's prior written approval, which approval shall not
be  unreasonably  withheld,  conditioned  or delayed.  If any  prohibited  sign,
advertisement or notice is nevertheless exhibited by Tenant, Landlord shall have
the right to remove the same, and Tenant shall pay any and all expenses incurred
by Landlord in such  removal,  together  with  interest  thereon at the Interest

<PAGE>

Rate. as Additional  Rent.  Landlord  shall have the right to prohibit any sign,
advertisement,  notice or  statement  to the  public  by  Tenant  in  Landlord's
reasonable discretion.

14.2 Exterior Sign. Subject to all Legal Requirements,  Tenant, at its cost, may
install  a sign  with its name and logo  ("Tenant's  Exterior  Sign") on the top
signage band of the Building facing Lafayette Center Drive. The design, size and
location of Tenant's  Exterior Sign shall be approved by Landlord.  Tenant shall
maintain Tenant's Exterior Sign in good condition at all times,  shall remove it
at the end of the Term,  and shall  repair  any damage  caused by this  removal.
Tenant shall comply with all Legal Requirements  pertaining to Tenant's Exterior
Sign.

                                   ARTICLE 15
                         TENANT'S EQUIPMENT AND PROPERTY

15.1  Moving  Tenant's  Property.  Any and all damage or injury to the  Premises
caused by installation,  removal or moving of the Tenant's  Property into or out
of the  Premises,  or due to the same being on the  Premises,  shall be promptly
repaired by Tenant.

15.2 Installing and Operating Tenant's Equipment. Except as provided in the Work
Agreement, without first obtaining the written consent of Landlord which consent
Landlord shall not unreasonably  withhold or delay,  Tenant shall not install or
operate  in the  Premises  (i) any  electrically  operated  equipment  or  other
machinery,  other than normal and customary equipment  reasonably  necessary for
Tenant's Permitted Use of the Premises and that does not require wiring, cooling
or other service in excess of existing Building  systems,  (ii) any equipment of
any kind or nature  whatsoever  which will require any changes,  replacements or
additions  to, or  changes  in the use of, any  water,  heating,  plumbing,  air
conditioning or electrical system of the Premises or the Building,  or (iii) any
equipment  which causes the floor load to exceed the load limits set by Landlord
for the Building. Machines and equipment which cause noise or vibration that may
be transmitted to the structure of the Building or to any space therein so as to
be objectionable to Landlord shall be installed and maintained by Tenant, at its
expense, on vibration  eliminators or other devices sufficient to eliminate such
noise and vibration.

                                   ARTICLE 16
                                 RIGHT OF ENTRY

16.1 General.  Tenant shall permit Landlord or its Agents, with reasonable prior
notice,  during normal  business hours and  accompanied by a  representative  of
Tenant  (except  in the case of an  emergency),  to enter  the  Premises  (i) to
examine,  inspect and protect the Premises,  (ii) to make such  alterations  and
repairs or perform such  maintenance  which in the sole judgment of Landlord may
be deemed  necessary  or  desirable,  or (iii) to exhibit the same to present or
future Mortgagee; provided that all such non-emergency access by Landlord or its
agents  shall be subject  to all  governmental  laws,  rules,  regulations,  and
requirements regarding secret,  confidential,  or other sensitive items, work or
material;  provided,  further,  in the event the nature of  Tenant's  work in or
about the Premises  precludes any access by Landlord to a particular area of the
Premises at any given inspection time, Landlord and Tenant agree to cooperate in
mutual good faith to arrange an alternative  inspection  arrangement or time. In
exercising its rights pursuant to this Section or during any other access to the
Premises,  Landlord  shall use  reasonable  efforts to  minimize  disruption  or

<PAGE>

inconvenience  to Tenant in connection  with  Landlord's  entry to the Premises.
Notwithstanding anything herein to the contrary, if Tenant shall fail to provide
Landlord  with means  for,  or  otherwise  take any  action  that would  prevent
Landlord from,  obtaining emergency access to the Premises  (including,  without
limitation,  placing  additional  locks or bolts of any kind  upon any  doors or
windows, changing existing locks or the mechanism thereof, or failure to key all
locks to a master  key and to deliver a copy of said  master  key to  Landlord),
Landlord may obtain such emergency access by forcible entry,  without  liability
to Tenant,  and Tenant shall pay to Landlord,  upon demand,  all costs to repair
all any and all damage  (whether to the  Building,  the  Premises or  otherwise)
resulting  from such entry;  provided that Landlord  shall make no such forcible
entry unless it believes in good faith that an emergency condition exists within
the Premises.

16.2 Access.  The Landlord grants to Tenant the  non-exclusive  right to ingress
and egress to the premises over the existing streets and highways  adjoining the
Premises.  The Landlord will not  interrupt or disturb any entrances  except for
those associated with repairs and replacements in the ordinary course.  Landlord
will use  reasonable  efforts to prevent any such  interruption,  disturbance or
deprivation  by any third party,  provided that Landlord shall have no liability
to Tenant, nor shall Tenant have any right to abatement or rent or other remedy,
by reason of such third  party  acts.  Additionally,  The  Landlord  shall grant
Tenant  access  to the  telephone  rooms  and  electric  rooms  of the  Building
twenty-four (24) hours a day, seven (7) days a week.

                                   ARTICLE 17
                                   INSURANCE

17.1 Insurance Rating. Tenant shall not conduct or permit any activity, or place
any equipment or material, in or about the Premises,  the Building,  the Complex
or the Common Area which will  increase  the rate of fire or other  insurance on
the  Building or the  Complex;  and if any  increase in the rate of insurance is
stated by any insurance company or by the applicable  insurance rating bureau to
be due to any  activity,  equipment  or  material  of  Tenant  in or  about  the
Premises,  the Building, the Complex or the Common Area, such statement shall be
conclusive  evidence that the increase in such rate is due to the same and, as a
result thereof,  Tenant shall pay such increase to Landlord upon demand but only
for so long as the acts or omissions of Tenant is the basis for such increase.

17.2 Liability  Insurance.  Tenant shall, at its sole cost and expense,  procure
and maintain  throughout the Term a commercial general liability policy insuring
against claims,  demands or actions for bodily injury,  death,  personal injury,
and loss or damage to property  arising out of or in  connection  with:  (i) the
Premises;  (ii) the condition of the Premises;  (iii)  Tenant's  operations  in,
maintenance and use of the Premises, Building and Common Area, and (iv) Tenant's
liability  assumed  under this Lease.  Such  insurance  shall have such combined
single limit as  reasonably  required by Landlord  from time to time,  but in no
event  less than One  Million  Dollars  ($1,000,000.00)  per  occurrence,  on an
occurrence basis, and shall be primary over any insurance carried by Landlord.
Endorsements shall be obtained for cross-liability and contractual liability.
<PAGE>

17.3  Insurance  for  Tenant's  Property.  Tenant  shall,  at its sole  cost and
expense,  procure and maintain  throughout the Term a property  insurance policy
(written on an "All Risk" basis) insuring all of Tenant's Property, for not less
than the full replacement cost of said property.  All proceeds of such insurance
shall  be used to  repair  or  replace  Tenant's  Property.  If  this  Lease  is
terminated as the result of a casualty in accordance with Article 21 herein, the
proceeds of said insurance  attributable to the repair and/or replacement of any
leasehold  improvements,  tenant improvements or Alterations  performed by or on
behalf of Tenant or by Landlord  pursuant to the terms of the Work  Agreement or
this Lease shall be the  property,  of the  Landlord  and paid to Landlord  upon
demand together with interest thereon at the Interest Rate until paid.

17.4     Additional Insurance.

      (a)  Tenant shall,  at its sole cost and  expense,  procure  and  maintain
business  interruption  insurance  in an amount  not less than the Base Rent due
hereunder  for the first Lease Year,  which amount shall be revised from time to
time upon the reasonable request of the Landlord or its Mortgagee.

      (b) Tenant shall,  at all times during the term hereof, maintain in effect
workers' compensation insurance as required by applicable Legal Requirements.

17.5  Requirements  of Insurance  Coverage.  All such  insurance  required to be
carried by Tenant  herein  shall be with an  insurance  company  licensed  to do
business in the  Commonwealth  of Virginia and rated not lower than A-XII in the
A.M. Best Rating Guide.  Such  insurance (i) shall contain an  endorsement  that
such  policy  shall  remain in full  force and effect  notwithstanding  that the
insured has released its right of action against any party before the occurrence
of a loss;  (ii) shall name  Landlord as an  additional  insured  party and loss
payee; and (iii) shall provide that the policy shall not be canceled,  failed to
be renewed  or  materially  amended  without at least  thirty  (30) days'  prior
written notice to Landlord and, at Landlord's reasonable request, any Mortgagee.
On or before the Commencement  Date and,  thereafter,  not less than thirty (30)
days before the  expiration  date of the  insurance  policy,  an original of the
policy  (including  any  renewal  or  replacement  policy) or a  certified  copy
thereof.,  together with evidence satisfactory to Landlord of the payment of all
premiums for such policy, shall be delivered to Landlord. Any insurance required
by the terms of this Lease to be carried by Tenant may be under a blanket policy
(or policies)  covering  other leases of Tenant and/or its related or affiliated
corporations.  If such insurance is maintained  under a blanket  policy,  Tenant
shall  procure and  deliver to Landlord a statement  from the insurer or general
agent of the  insurer  setting  forth the  coverage  maintained  and the amounts
thereof allocated to the risks intended to be insured hereunder.

17.6 Waiver of Subrogation.  Each party, hereby releases the other party, hereto
from  liability,  for any loss or damage to any building,  structure or tangible
personal  property,,  or any resulting loss of income,  or losses under worker's
compensation  laws and  benefits,  notwithstanding  that  such  loss,  damage or
liability  may arise  out of the  negligent  or  intentionally  tortious  act or
omission of the other party or its Agents,  if such loss or damage is covered by

<PAGE>

insurance benefiting the party, suffering such loss or damage or was required to
be covered by  insurance  pursuant to this Lease.  Each party,  hereto shall use
reasonable  efforts to have a waiver of subrogation  clause (providing that such
waiver of right of  recovery,  against  the other  party  shall not  impair  the
effectiveness of such policy or the insured's  ability,  to recover  thereunder)
included in its said policies, and shall promptly notify the other in writing if
such clause cannot be included in any such policy; if such waiver of subrogation
clause shall not be available,  then the  foregoing  waiver of right of recovery
shall be void.

17.7  Security . Tenant  shall enter into a contract to maintain  the  security,
system for the Premises.  Such  engagement  shall in no way increase  Landlord's
liability,  for occurrences and/or  consequences which such a system is designed
to detect or avert and Tenant  shall look solely to its insurer as set out above
for claims for damages or injury to any person or property.

17.8 Landlord's Insurance.  Beginning on the date of this Lease and at all times
thereafter during the term of this Lease, Landlord shall maintain:

      (a) standard  all-risk fire (boiler and  machinery  coverage) and casualty
insurance,  covering the  Building in amounts at least equal to the  replacement
cost of the  Building  at the time in  question,  but in no event less than such
coverage as is required to avoid coinsurance provisions;

      (b)  commercial liability  insurance with minimum limits of $5,000,000 for
injury to or death of one or more persons in any one  occurrence  and for damage
to or destruction of property in any one occurrence;

      (c) employer's liability insurance for bodily injury;

      (d) excess liability insurance;

      (e) worker's compensation insurance in statutory limits; and

      (f) such other insurance coverage as is customarily  carried in respect of
Comparable Buildings.

The limits shall be  increased by Landlord  from time to time during the term of
this Lease to at least such minimum limits as shall then be customary in respect
of  Comparable  Buildings.  All  policies of  insurance  required  hereby  shall
provide, to the extent available, that they will not be cancelled upon less than
thirty  (30) days'  prior  notice to Tenant.  Landlord  shall  furnish  Tenant a
certificate or certificate of insurance  certifying that the insurance  coverage
required hereby is in force.  Any insurance  required by the terms of this Lease
to be carried by Landlord may be under a blanket  policy (or policies)  covering
other properties of Landlord and/or its related or affiliated  corporations.  If
such insurance is maintained under a blanket policy,  Landlord shall procure and
deliver to Tenant a statement  from the insurer or general  agent of the insurer
setting forth the coverage  maintained and the amounts thereof  allocated to the
risks intended to be insured hereunder.
<PAGE>


                                   ARTICLE 18
                         LANDLORD SERVICES AND UTILITIES

18.1 Ordinary  Services to the Premises.  As long as no Event of Default  beyond
any applicable notice and cure period has occurred and is continuing and subject
to Legal  Requirements  and Force Majeure events,  Landlord shall furnish to the
Premises  throughout the Term (i) electricity  appropriate for the Permitted Use
(but not less  than  six (6)  watts of  electrical  energy  per  square  foot of
rentable  area,  connected  load,  to  the  Premises),   (ii)  heating  and  air
conditioning  appropriate  for the  Permitted  Use  during the  following  hours
(collectively,  the "Building  Hours"):  8:00 a.m. to 6:00 p.m.,  Monday through
Friday,  and 8:00 a.m. to 1:00 p.m. on Saturday,  exclusive  of Holidays,  (iii)
janitorial  service  (including  regular  trash removal from the  Premises),  in
accordance with the cleaning  specifications  attached hereto as Exhibit G, (iv)
hot and cold water from points of supply,  (v) adequate  supplies for  restrooms
located in the Common Area, (vi) elevator service,  provided that, as long as at
least one (1) elevator is in service at all times, Landlord shall have the right
to remove such elevators from service as may be required for moving,  freight or
for  maintaining  the elevators or the Building or for security  reasons,  (vii)
replacement  of building  standard  light bulbs,  (viii) a  reasonable  security
system for the Building  (which,  as of the date hereof,  requires use of access
cards to enter the Building during non-Building Hours), and (ix) maintenance and
repair of HVAC  systems.  As long as no Event of Default  beyond any  applicable
notice and cure  period has  occurred  and is  continuing  and  subject to Legal
Requirements and Force Majeure events,  Tenant shall have access to the Premises
seven (7) days per week,  twenty-four (24) hours per day, every day of the year.
The cost of all services provided by Landlord hereunder shall be included within
Operating  Expenses,  unless  charged  directly  (and  not as part of  Operating
Expenses) to Tenant or another  tenant of the Building.  The foregoing  services
shall be  furnished by Landlord  and  reimbursed  by Tenant as part of Operating
Expenses;  provided,  however, that Landlord shall be under no responsibility or
liability for failure,  defect or  interruption in such services caused by Force
Majeure, breakage,  accident,  strikes, repairs or for any other cause or causes
beyond  the  control  of  Landlord,  nor  in  any  event  for  any  indirect  or
consequential  damages;  and  failure or  omission  on the part of  Landlord  to
furnish such service  shall not be construed as an eviction of Tenant,  nor work
an abatement of Rent, nor render Landlord liable in damages,  nor release Tenant
from prompt  fulfillment of any of the covenants under this Lease.  Landlord may
comply with voluntary controls or guidelines  promulgated  pursuant to any Legal
Requirements  relating to the use or conservation of energy,  water, gas, light,
or  electricity  or the  reduction  of  automobile  or other  emissions  without
creating any  liability of Landlord to Tenant under this Lease.  Landlord  shall
not be  responsible  if the normal  operation of the  Building  air-conditioning
system shall fail to provide  conditioned  air within  comfortable  temperatures
levels (A) in any  portions of the  Premises  which have a connected  electrical
load for all  purposes  (including  lighting  and  power) or which  have a human
occupancy in excess of the average  electrical load and human occupancy  factors
for which the  Building  air-conditioning  system is  designed,  (B)  because of
Alterations made by or on behalf of Tenant,  (C) in any portions of the Premises
exposed to direct  sunlight in which Tenant fails to keep the window  treatments
closed,  or (D)  because of the  failure by Tenant or its Agents to use the HVAC
system  in the  manner in which it was  designed  to be used.  Tenant  agrees to
observe and comply with all  reasonable  rules from time to time  prescribed  by
Landlord for the proper  functioning  and  protection of the HVAC systems in the

<PAGE>

Building. Except in the case of an emergency, Landlord will give Tenant at least
two (2) days prior notice if Landlord intends to interrupt any services required
to be furnished by Landlord.

18.2 After-Hours  Services to the Premises.  If Tenant requires or requests that
the services to be furnished by Landlord (except building  standard  electricity
and  elevator  service) be provided  during  periods in addition to the Building
Hours, then Tenant shall obtain Landlord's  consent thereto and, if such consent
is  granted,  shall  pay  as  Additional  Rent  Landlord's  additional  expenses
resulting therefrom.  Landlord may, from time to time during the Term, set a per
hour charge for  after-hours  service  (which  hourly charge on the date of this
Lease is $35 per hour) which shall include the cost of utility,  service,  labor
costs, administrative costs and a cost for depreciation of the equipment used to
provide such after-hours service.

18.3 Excess Utility Charges. If Tenant's  consumption of electricity exceeds six
(6) watts of electrical energy per square foot of rentable area, connected load,
or if Tenant's electrical consumption consistently occurs beyond Building Hours,
Landlord, in its reasonable discretion,  acting in good faith, may (i) install a
separate  electric  meter or submeter for the Premises at Tenant's cost, or (ii)
bill Tenant for any usage of electric power (a) consistently  occurring  outside
of Building  Hours,  or (b) that exceeds six (6) watts of electrical  energy per
square foot of rentable area,  connected load, at the same cost paid by Landlord
for power usage. In addition,  Landlord shall, upon Tenant's written request and
at  Tenant's  expense,  install a separate  submeter  for the  Premises to meter
Tenant's after-hours electrical consumption (including HVAC, heating and lights)
outside of Building Hours. If Landlord installs a meter for the Premises, Tenant
shall then pay the cost of  electricity  it consumes  directly  to the  electric
company,  and  Landlord  shall  make an  appropriate  good faith  adjustment  to
Tenant's  Proportionate  Share of Operating  Expenses to reflect  such  separate
metering.  If  Landlord  elects to  install  and  installs  a  submeter  for the
Premises,  Tenant  shall be billed  periodically  by  Landlord  based  upon such
consumption,  and Landlord  shall make an appropriate  good faith  adjustment to
Tenant's  Proportionate Share of Operating Expenses to reflect such submetering.
If Landlord  installs a submeter for the  Premises at Tenant's  request to meter
Tenant's  electrical  consumption  outside of Building  Hours,  Tenant  shall be
billed  periodically by Landlord based upon such  consumption.  Tenant shall pay
each invoice that it receives from Landlord under this subarticle within 10 days
after receipt.

18.4 Year 2000  Compliance.  Landlord  warrants  to Tenant  that the  Building's
customary  systems and services are designed to be operational  during and after
the calendar year 2000, and that the Building's  customary  systems and services
will  operate  during those time periods  without any  interruption  of critical
services relating to year 2000 incompatibility.  Notwithstanding anything to the
contrary in this Lease,  if (i) Landlord  breaches the foregoing  warranty,  and
(ii) as a result of this breach,  services to the Premises are  interrupted  and
Tenant is unable to use the  Premises in whole or in part for more than five (5)
continuous days,  then,  starting with the sixth (6thh) day and continuing until
Tenant is again able to use the Premises,  Monthly Base Rent and Additional Rent
shall be  proportionately  abated to the extent that the Premises are  unusable.
Any additional  remedies against Landlord for Landlord's  breach of the warranty
provided in this Article 18.4 shall be limited to those  provided  under Article
22.6 hereof.
<PAGE>


                                   ARTICLE 19
                             LIABILITY OF LANDLORD

19.1  No  Liability.  Except  where  due to  Landlord's  negligence  or  willful
misconduct  provable  by Tenant,  Landlord  shall not be liable to Tenant or its
Agents for, and Tenant, for itself and its Agents,  does hereby release Landlord
and its Agents from  liability,  for, any damage,  compensation or claim arising
from (i) the  necessity  of  repairing  any  portion of the  Premises,  (ii) any
interruption  in the use of the  Premises  or the  Common  Area  for any  reason
including any interruption or suspension of utility service, (iii) fire or other
casualty or personal or property  injury,  damage or loss resulting from the use
or  operation  (by  Landlord,  Tenant,  or any other person  whomsoever)  of the
Premises, (iv) the termination of this Lease, (v) robbery,  assault or theft, or
(vi)  any  leakage  in the  Premises  from  water,  rain,  snow or  other  cause
whatsoever.  No such  occurrence  shall give rise to  diminution or abatement of
Rent  or  constructive  eviction.  Notwithstanding  the  foregoing,  any  goods,
automobiles,  property  or  personal  effects  stored or placed by Tenant or its
Agents in or about the  Premises,  shall be at the sole risk of  Tenant;  Tenant
hereby  expressly  waives its right to recover  against  Landlord and its Agents
therefor.  Tenant hereby waives any claim it might have against  Landlord or its
Agents for any  consequential  damages or business  losses  sustained  by Tenant
arising out of the loss or damage to any person or  property  of Tenant,  or any
interruption in the use of the Premises, for any reason. Tenant acknowledges its
obligation to insure against such losses and damages.

19.2 Indemnity.  Tenant shall indemnify,  defend,  protect and hold Landlord and
its Agents harmless from and against any and all damage, claim, liability,  cost
or expense (including attorneys' or other professionals' fees) of every kind and
nature  (including  those  arising  from any  injury or  damage  to any  person,
property or  business)  incurred by or claimed  against  Landlord or its Agents,
directly or indirectly,  as a result of, arising from or in connection  with (i)
Tenant's or its Agents' use and occupancy of the Premises;  (ii) Tenant's breach
of this Lease; or (iii) any act, omission or negligence of Tenant or its Agents;
provided that Tenant shall not be required to indemnify Landlord for any damage,
injury, loss or expense arising as a result of act(s), omission(s) or negligence
of Landlord or its Agents.  Tenant's  obligation  to indemnify and hold Landlord
harmless  shall be  limited  to the sum that  exceeds  the  amount of  insurance
proceeds, if any, received by the Landlord.

19.3 Limitation on Recourse. Notwithstanding anything contained in this Lease to
the contrary, the obligations of Landlord under this Lease (including any actual
or alleged breach or default by Landlord) do not constitute personal obligations
of  the  individual  partners,  directors,  officers,  shareholders,   trustees,
advisors or agents of Landlord or Landlord's partners, and Tenant shall not seek
recourse against the individual partners,  directors,  officers or shareholders,
trustees, advisors or agents of Landlord or Landlord's partners, or any of their
personal assets for satisfaction of any liability with respect to this Lease. In
addition,  in  consideration  of the benefits  accruing  hereunder to Tenant and
notwithstanding anything contained in this Lease to the contrary,  Tenant hereby
covenants and agrees for itself and all of its  successors  and assigns that the
liability  of  Landlord  for its  obligations  under this Lease  (including  any
liability  as a result  of any  actual or  alleged  failure,  breach or  default
hereunder  by  Landlord),  shall be  limited  solely to,  and  Tenant's  and its
successors' and assigns' sole and exclusive  remedy shall be against  Landlord's
interest  in  the  Building,   the  Complex  and  Land  and/or  such  respective

<PAGE>

partnership  interests or assets and proceeds therefrom,  and no other assets of
Landlord.  In the event that the original Landlord  hereunder,  or any successor
owner of the Building,  shall sell or convey the Building,  all  liabilities and
obligations on the part of the original Landlord, or such successor owner, under
this Lease occurring  thereafter shall terminate as of the day of such sale, and
thereupon  all such  liabilities  and  obligations  shall be  binding on the new
owner.

                                   ARTICLE 20
                             RULES AND REGULATIONS

20.1 General.  Tenant and its Agents shall at all times abide by and observe the
Rules  and  Regulations  and  any  amendments  thereto  that  may be  reasonably
promulgated  from time to time by Landlord for the operation and  maintenance of
the  Building,  the Complex  and the Common  Area and the Rules and  Regulations
shall be deemed to be covenants of the Lease to be performed  and/or observed by
Tenant.  Nothing  contained  in this Lease  shall be  construed  to impose  upon
Landlord any duty or  obligation  to enforce the Rules and  Regulations,  or the
terms or  provisions  contained in any other lease,  against any other tenant of
the Building or the Complex; provided,  however, that Landlord shall enforce the
Rules and  Regulations  in a  nondiscriminatory  manner.  Landlord  shall not be
liable to Tenant for any violation by any party of the Rules and  Regulations or
the terms of any  other  Building  lease.  Landlord  shall (a) not  unreasonably
withhold,  condition or delay its consent from Tenant for any approval  required
under the Rules and Regulations; and (b) exercise its judgement in good faith in
any  instance  providing  for the  exercise  of its  judgement  in the Rules and
Regulations.  Landlord  shall  use  commercially  reasonable  efforts  to secure
compliance by all tenants and other  occupants  with the Rules and  Regulations,
provided  that (i)  Landlord  shall  have no  liability  to  Tenant by reason of
non-compliance  by other tenant or other  occupant and (ii)  Landlord may permit
reasonable  waivers with respect to other parties so long as such waivers do not
materially and  unreasonably  adversely  affect Tenant's use or occupancy of the
Premises.  If there is any  inconsistency  between  this Lease and the Rules and
Regulations,  this Lease shall govern.  Landlord reserves the right to amend and
modify the Rules and Regulations as it deems necessary, provided such changes do
not materially  and  unreasonably  adversely  affect  Tenant's  normal course of
business or increase  Tenant's  costs.  The current  Rules and  Regulations  are
attached hereto as Exhibit D and made a part hereof.

                                   ARTICLE 21
                            DAMAGE AND CONDEMNATION

21.1 Minor  Destruction  of Premises.  In the event of damage to the Premises by
fire or any other cause which  renders fifty percent (50%) or less of the entire
area of the Premises  untenantable,  then  provided that such damage was not the
consequence  of the fault or negligence  of Tenant or its Agents,  the Base Rent
and Tenant's  Proportionate share shall be reduced,  for the period beginning on
the date of such damage and ending on the date that such damage  shall have been
repaired,  by the ratio that the rentable square footage of the Premises that is
rendered  so  untenantable  and is  unoccupied  by  Tenant  bears to the  entire
rentable square footage of the Premises before such damage.
<PAGE>

21.2  Substantial  Destruction  of  Premises.  In  the  event  of  damage  to or
destruction  of the  Premises by fire or any other cause which  renders the more
than fifty  percent (50%) of the entire area of the Premises  untenantable,  the
Rent shall wholly abate and be apportioned from the date the damage occurs until
the damage shall have been repaired.

21.3 Time For Repairs.  In the event of any damage or  destruction  described in
Section 21.2 hereof,  unless this Lease is terminated as hereinafter provided in
Section 21.5 or Section 21.6 hereof, as soon as practicable (taking into account
the time  necessary  to  effect a  satisfactory  settlement  with any  insurance
company  involved and any delays  beyond the direct  control of Landlord)  after
receipt of Tenant's notice to renew this Lease delivered under and in accordance
with Section 28.1 hereof (if such notice is given),  Landlord  shall commence to
repair and restore the Premises to the condition in which they were  immediately
prior to such damage, and Landlord shall substantially  complete such repair and
restoration with such due diligence and dispatch.  If the damage is not repaired
and restored  within a reasonable  time or in any event within two hundred (200)
days after the date the damage  occurs (such two hundred  (200) day period to be
extended by the period of any delay outside the direct  control of Landlord plus
a reasonable  period for a satisfactory  settlement  with any insurance  company
involved),  Tenant,  within  thirty  (30) days from the  expiration  of such two
hundred (200) day period (as the same may be extended), may terminate this Lease
by written notice to Landlord. Substantial completion of such repairs (exclusive
of punchlist items) shall be evidenced by a certificate of Landlord's architect,
which certificate shall include a list of punchlist items to be completed before
final completion.  All rent abatement and apportionment  shall cease on the date
such  certificate is delivered.  Punchlist items  specified in such  architect's
certificate be completed as soon as practicable. The Tenant shall have seven (7)
days after receipt of the  architect's  certificate  to inspect the premises and
notify the Landlord in writing as to any additional  punchlist  items not listed
in architect's  certificate and Landlord shall have thirty (30) days in which to
have such items which constitute defects completed.

21.4 General  Provisions  Regarding  Repairs.  Notwithstanding  anything in this
Lease to the contrary,  (a) in making any repairs  contemplated  by this Article
21,  (i)  Landlord's  obligation  to repair  such  damage  shall not  exceed the
proceeds of insurance  available to Landlord  (reduced by any proceeds  retained
pursuant to the rights of Mortgagee), and (ii) Landlord shall not be required to
rebuild,  replace or repair of the  Tenant's  Property,  and (b) Tenant shall be
required to repair or replace the Tenant's Property.

21.5 Right Of Termination.

      (a) In the event the Premises  are  damaged  to the  extent  described  in
Section  21.2  hereof at any time  during the eighth  (8th) Lease Year or at any
time  thereafter  during  the  initial  Term of this  Lease by fire or any other
cause,  then subject to paragraph (b) below, this Lease may be terminated at the
election  of either  Landlord  or Tenant by  giving  notice in  writing  of such
election  to the other party  within  thirty (30) days after the date the damage
occurs.  Upon such  termination,  any unearned  Rent or other  payments  paid in
advance beyond the date of damage shall immediately be refunded to Tenant.
<PAGE>

      (b) If Landlord elects to terminate this Lease under paragraph (a) of this
Section,  Tenant may by written notice to Landlord  exercise its option to renew
under  Article 28 hereof  within  twenty (20) days after  receipt of  Landlord's
notice of termination, and in such event, Landlord's notice of termination shall
be  void,   and  Landlord   shall  repair  the  Premises  as  herein   provided.
Notwithstanding  the  foregoing,  Landlord  shall have no obligation to commence
such repair unless and until such time as the parties have executed an amendment
to this Lease  establishing  the rent and other terms for the Renewal Period (as
defined  below) as  contemplated  by  Article  28. In the event  that  Tenant so
exercises  such renewal  option but such an amendment is not so executed  within
the time required by Article 28, then Landlord's termination of this Lease shall
be reinstated and,  notwithstanding anything herein to the contrary, there shall
be no rental abatement by reason of such damage.

      (c) In the event the Term of this Lease shall be extended  for the Renewal
Period  pursuant to Article 28 hereof and the Premises are damaged to the extent
described in Section 21.2 hereof at any time during the thirteenth (13th ) Lease
Year or at any time  thereafter  during the  Renewal  Period,  this Lease may be
terminated  at the  election of either  Landlord  or Tenant by giving  notice in
writing of such  election to the other party  within  thirty (30) days after the
date the  damage  occurs.  Upon such  termination,  any  unearned  Rent or other
payments paid in advance beyond the date of damage shall immediately be refunded
to Tenant.

21.6 Total Destruction.  Notwithstanding anything herein to the contrary, in the
event  that the  Building  is  totally  destroyed  or  damaged  by fire or other
casualty,  then  Landlord may terminate  this Lease by written  notice to Tenant
delivered within thirty (30) days after the date of such damage or destruction.

21.7  Condemnation.  If the whole or a  Substantial  Part of the Premises or the
Building shall be taken or condemned by any  governmental or  quasi-governmental
authority for any public or quasi-public  use or purpose  (including sale trader
threat of such a taking), then the Term shall cease and terminate as of the date
when title vests in such governmental or quasi-governmental  authority, and Rent
shall  be  prorated  to the  date  when  title  vests  in such  governmental  or
quasi-governmental  authority.  If (a)  less  than  a  Substantial  Part  of the
Premises  is  taken  or  condemned  by any  governmental  or  quasi-governmental
authority for any public or  quasi-public  use or purpose  (including sale under
threat of such a taking),  or (b) such  condemnation is not extensive  enough to
render the  Premises  unusable  for the  purposes  for which the  premises  were
leased,  and this Lease  shall not be  terminated  under the  provisions  of the
immediately  proceeding  sentence,  then (i) Landlord shall promptly restore the
Premises to a condition  comparable to its condition  immediately  prior to such
condemnation,  less the portion  thereof taken in such  condemnation,  (ii) Base
Rent and  Tenant's  Proportionate  Share  shall be reduced by the ratio that the
portion so taken bears to the rentable  square  footage of the  Premises  before
such taking,  effective as of the date when title vests in such  governmental or
quasi-governmental  authority,  and (iii) this Lease shall otherwise continue in
full  force  and  effect.  Tenant  shall  have no  claim  against  Landlord  (or
otherwise) as a result of such taking, and Tenant hereby agrees to make no claim
against  the  condemning  authority,  for any  portion of the amount that may be
awarded  as  compensation  or  damages  as a result  of such  taking;  provided,
however,  that  Tenant  may,  to the extent  allowed by law,  claim an award for
moving  expenses and for the taking of any of Tenant's  Property (other than its
leasehold  interest  in the  Premises)  which does not,  under the terms of this

<PAGE>

Lease.  become the property of Landlord at the  termination  hereof,  as long as
such claim is separate  and  distinct  from any claim of  Landlord  and does not
diminish  Landlord's  award.  Tenant  hereby  assigns to Landlord  any right and
interest it may have in any award for its leasehold interest in the Premises.

                                   ARTICLE 22
                                    DEFAULT

22.1 Events of  Default.  Each of the  following  shall  constitute  an Event of
Default:  (i) Tenant fails to pay Rent within five (5) days after written notice
from Landlord is received by Tenant; (ii) Tenant fails to observe or perform any
other term,  condition  or covenant  herein  binding upon or  obligating  Tenant
within  thirty  (30) days after  notice  from  Landlord  is  received by Tenant;
provided,  however,  that if such  failure is not able to be cured  within  said
30-day  period,  Tenant shall have a reasonable  period of time not to exceed an
additional ninety (90) days in which to satisfy or cure said breach  conditioned
upon Tenant promptly  commencing to cure such breach and diligently pursuing the
cure to completion,  (iii) Tenant  abandons the Premises  (other than the Sublet
Space);  (iv) Tenant or any Guarantor makes or consents to a general  assignment
for the benefit of  creditors or a common law  composition  of  creditors,  or a
receiver of the Premises or all or substantially  all of Tenant's or Guarantor's
assets is appointed; or (v) a transfer in violation of Article 11 herein.

22.2 Landlord's Remedies. Upon the occurrence of an Event of Default,  Landlord,
at its option,  without  further notice or demand to Tenant,  may in addition to
all other rights and remedies provided in this Lease, at law or in equity:

              (i) Terminate  this Lease and Tenant's  right of possession of the
Premises,  and  recover all  damages to which  Landlord  is entitled  under law,
specifically  including  all of  Landlord's  reasonable  expenses  of  reletting
(including market rental concessions to new tenants, repairs, Alterations, legal
fees and brokerage  commissions).  If Landlord  elects to terminate  this Lease,
every obligation of the parties shall cease as of the date of such  termination,
except that Tenant shall remain  liable for payment of Rent and  performance  of
all other terms and conditions of this Lease to the date of termination.

              (ii)  Terminate  Tenant's  right  of  possession  of the  Premises
without  terminating  this Lease, in which event Landlord shall use commercially
reasonable efforts to relet the Premises,  or any part thereof,  for the account
of  Tenant,  for  such  rent and term and  upon  such  other  conditions  as are
acceptable to Landlord.  For purposes of such reletting,  Landlord is authorized
to redecorate, repair, alter and improve the Premises to the extent commercially
reasonable. Until Landlord relets the Premises, Tenant shall remain obligated to
pay Rent to Landlord as provided  in this Lease.  If and when the  Premises  are
relet and if a sufficient sum is not realized from such reletting  after payment
of all Landlord's reasonable expenses of reletting (including rental concessions
to new tenants, repairs.  Alterations.  legal fees and brokerage commissions) to
satisfy the payment of Rent due under this Lease for any month. Tenant shall pay
Landlord any such deficiency  upon demand.  Tenant agrees that Landlord may file
suit to recover any sums due  Landlord  under this Article from time to time and

<PAGE>

that such suit or recovery of any amount due  Landlord  shall not be any defense
to any  subsequent  action  brought  for any  amount not  previously  reduced to
judgment in favor of Landlord.

              (iii) Terminate this Lease and Tenant's right of possession of the
Premises,  and recover from Tenant the net present  value (using a discount rate
of 6% per  annum)  of the  excess,  if any,  of all  Rent  due  from the date of
termination  until the Expiration  Date over the reasonable  rental value of the
Premises for that period;

              (iv)  Re-enter and  repossess  the Premises and remove all persons
and effects therefrom, by summary, proceeding,  ejectment or other legal action.
Landlord shall have no liability by reason of any such re-entry, repossession or
removal.

              (v) Recover from Tenant, to the extent permitted under the laws of
the  Commonwealth  of  Virginia,  the  value  and/or  cost  of  all  unamortized
concessions to Tenant under this Lease.

22.3  Rights Upon  Possession.  If Landlord  takes  possession  pursuant to this
Article,  upon terminating this Lease,  Landlord may, at its option,  enter into
the Premises. remove Tenant's Alterations,  signs, personal property,  equipment
and other  evidences of tenancy,  and store them at Tenant's risk and expense or
dispose of them as Landlord  may see fit,  and take and hold  possession  of the
Premises;  provided,  however,  that if Landlord  elects to take possession only
without  terminating this Lease,  such entry, and possession shall not terminate
this Lease or release  Tenant or any  Guarantor,  in whole or in part,  from the
obligation  to pay the Rent  reserved  hereunder  for the full  Term or from any
other obligation under this Lease or any guaranty thereof.

22.4 No Waiver.  If Landlord shall  institute  proceedings  against Tenant and a
compromise or settlement  thereof shall be made, the same shall not constitute a
waiver of any other covenant,  condition or agreement herein  contained,  nor of
any of Landlord's  rights  hereunder.  No waiver by Landlord of any breach shall
operate as a waiver of such  covenant,  condition or agreement,  or operate as a
waiver of such  covenant,  condition or agreement  itself,  or of any subsequent
breach  thereof.  No payment of Rent by Tenant or acceptance of Rent by Landlord
shall  operate as a waiver of any breach or default by Tenant  under this Lease.
No payment by Tenant or receipt by Landlord of a lesser  amount than the monthly
installment of Rent herein stipulated shall be deemed to be other than a payment
on account of the earliest  unpaid Rent, nor shall any  endorsement or statement
on any check or  communication  accompanying  a check for the payment of Rent be
deemed an accord and satisfaction, and Landlord may accept such check or payment
without  prejudice to Landlord's right to recover the balance of such Rent or to
pursue any other remedy provided in this Lease. No re-entry by Landlord,  and no
acceptance by Landlord of keys from Tenant, shall be considered an acceptance of
a surrender of the Lease.
<PAGE>

22.5 Right of Landlord to Cure  Tenant's  Default.  If an Event of Default shall
occur beyond any applicable notice and cure period, then Landlord may (but shall
not obligated to) make such payment or do such act to cure the Event of Default,
and charge the amount of the expense thereof,  together with interest thereon at
the Interest Rate, to Tenant. Such payment shall be due and payable upon demand:
however,  the making of such  payment or the taking of such  action by  Landlord
shall not be deemed to cure the Event of  Default or to stop  Landlord  from the
pursuit of any remedy to which  Landlord would  otherwise be entitled.  Any such
payment made by Landlord on Tenant's  behalf shall bear  interest  until paid at
the Interest Rate.

22.6 Landlord's  Failure to Furnish Services.  Notwithstanding  anything in this
Lease to the contrary, if (a) for any reason (other than Force Majeure events or
compliance with applicable Legal Requirements) there is a failure to furnish the
facilities,  utilities or services specified in this Lease or a condition (other
than Force Majeure  events or compliance  with  applicable  Legal  Requirements)
exists which interferes  substantially  with or prevents  Tenant's normal use of
the Premises or any material  part  thereof,  and (b) Landlord does not promptly
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, (i) within (5) business days after  Landlord's  receipt of written notice
from Tenant, 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 Tenant may deduct the cost  thereof  from the rent due
hereunder,  (iii) if such  interruption  of service shall  continue for five (5)
consecutive  business days, the Base Monthly Rental and Additional  Rental shall
abate,  based upon the  portion or  portions  of the  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  Premises,  until such
interruption  is remedied,  and (iii) if any such  interruption of service shall
continue  for more than thirty  (30)  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 Lease  shall  terminate  and  expire on the date set forth in such  notice,
which date shall be not more less than sixty (60) nor more than ninety (90) days
after the date of such notice.

                                   ARTICLE 23
                                   MORTGAGES

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

<PAGE>

shall,  within ten (10) business  days after receipt of a request  therefor from
Landlord, execute,  acknowledge and deliver any and all reasonable documents and
instruments  confirming the priority of this Lease.  In any event,  however,  if
this Lease shall have  priority  over the lien of a first  Mortgage,  this Lease
shall not become subject or subordinate to the lien of any subordinate Mortgage,
and Tenant shall not execute any subordination  documents or instruments for any
subordinate Mortgagee, without the written consent of the first Mortgagee.

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

23.2  Mortgagee  Protection.  Tenant  agrees to give any  Mortgagee by certified
mail.  return  receipt  requested,  a copy of any notice of default  served upon
Landlord,  provided  that before such notice Tenant has been notified in writing
of the address of such  Mortgagee.  Tenant further agrees that if Landlord shall
have failed to cure such  default  within the time  provided  for in this Lease,
then the Mortgagee  shall have an additional ten (10) business days within which
to  cure  such  default;  provided,  however,  that if such  default  cannot  be
reasonably  cured  within  that  time.  then  such  Mortgagee  shall  have  such
additional  time as may be  necessary  to cure such default so long as Mortgagee
has commenced and is diligently  pursuing the remedies  necessary,  to cure such
default (including the commencement of foreclosure  proceedings,  if necessary),
in which event Tenant  shall not  exercise  any remedies for default  while such
remedies are being so diligently  pursued. In the event of the sale of the Land.
the  Complex  or the  Building,  by  foreclosure  or deed in lieu  thereof,  the
Mortgagee or purchaser at such sale shall be  responsible  for the return of the
Security  Deposit only to the extent that such  Mortgagee or purchaser  actually
received the Security Deposit.

23.3   Modification   Due  to  Financing.   If,  in  connection  with  obtaining
construction or permanent financing for the Premises,  the Building, the Complex
or the Land, any lender (or Mortgagee) shall request reasonable modifications of
this Lease as a condition to such  financing,  Tenant shall  promptly  execute a
modification  of this  Lease,  provided  such  modifications  do not  materially
increase the financial  obligations of Tenant hereunder or materially  adversely
affect the leasehold  interest  hereby  created or Tenant's  reasonable  use and
enjoyment  of the  Premises.  Tenant  and any  Guarantor  shall  each,  prior to
execution and annually' throughout the Term upon request, provide such financial
information  and  documentation  about itself to Landlord or Mortgagee as may be
requested.

23.4  Attornment.  In the event of (i) a transfer of Landlord's  interest in the
Premises, (ii) the termination of any ground or underlying lease of the Complex,
the Building or the Land, or (iii) the purchase of the Complex,  the Building or
Landlord's  interest  therein  in a  foreclosure  sale  or by  deed  in  lieu of

<PAGE>

foreclosure  under any Mortgage or pursuant to a power of sale  contained in any
Mortgage, then in any of such events Tenant shall, at the request of Landlord or
Landlord's  successor in interest,  attorn to and  recognize  the  transferee or
purchaser of Landlord's  interest or the lessor under the  terminated  ground or
underlying  lease,  as the case may be, as  Landlord  under  this  Lease for the
balance then remaining of the Term, and thereafter  this Lease shall continue as
a direct lease between such lessor,  transferee or purchaser, as "Landlord," and
Tenant, as "Tenant," except that such lessor,  transferee or purchaser shall not
be liable for any act or omission of Landlord prior to such lease termination or
prior to its  succession  to title,  nor be  subject to any  offset,  defense or
counterclaim  accruing  prior  to  such  lease  termination  or  prior  to  such
succession to title, nor be bound by any payment of Base Rent or Additional Rent
prior to such lease  termination  or prior to such  succession to title for more
than one month in  advance.  Tenant  shall,  upon  request  by  Landlord  or the
transferee  or  purchaser  of  Landlord's  interest  or  the  lessor  under  the
termination  ground or underlying lease, as the case may be, execute and deliver
an  instrument  or  instruments  confirming  the  foregoing  provisions  of this
Article.  Tenant  hereby  waives the  provisions of any present or future law or
regulation  which gives or purports  to give  Tenant any right to  terminate  or
otherwise  adversely affect this Lease, or the obligations of Tenant  hereunder,
upon or as a result of the termination of any such ground or underlying lease or
the completion of any such foreclosure and sale.

23.5 Non-Disturbance Agreement. Notwithstanding anything to the contrary in this
Article,   Landlord   shall  (i)   obtain  a   subordination,   attornment   and
non-disturbance  agreement (an "SNDA") for the benefit of Tenant from Landlord's
existing  mortgagee,  which shall be executed at the time this Lease is executed
and shall be  substantially  in the form attached  hereto as Exhibit H, and (ii)
use  reasonable  efforts  to obtain a SNDA for the  benefit  of Tenant  from any
future  mortgagees of Landlord (each SNDA from any future  mortgagee shall be on
such mortgagee's standard form).


                                   ARTICLE 24
                             SURRENDER; HOLDING OVER

24.1 Surrender of the Premises. Tenant shall peaceably surrender the Premises to
Landlord  on the  Expiration  Date or  earlier  termination  of this  Lease,  in
broom-clean  condition and in as good condition as when Tenant took  possession,
including the repair of any damage to the Premises  caused by the removal of any
of Tenant's personal' property. or trade fixtures from the Premises,  except for
reasonable  wear and tear and  except  for loss by fire or other  casualty'  not
caused by Tenant or its Agents.  Any of Tenant's personal property left on or in
the Premises.  the Building, the Complex or the Common Area after the Expiration
Date or earlier termination of this Lease shall be deemed to be abandoned,  and,
at Landlord's option, title shall pass to Landlord under this Lease.

24.2 Holding Over. In the event that Tenant shall not immediately  surrender the
Premises to  Landlord  on the  Expiration  Date or earlier  termination  of this
Lease,  Tenant  shall be  deemed to be a month to month  tenant  upon all of the
terms and  provisions  of this Lease,  except the monthly Base Rent shall be one
hundred fifty percent  (150%) of the monthly Base Rent in effect during the last

<PAGE>

month of the Term.  Notwithstanding  the  foregoing,  if Tenant  shall hold over
after the Expiration  Date or earlier  termination  of this Lease,  and Landlord
shall  desire to regain  possession  of the  Premises,  then  Landlord  may upon
reasonable  prior written notice  forthwith  re-enter and take possession of the
Premises.  Tenant shall indemnify  Landlord  against all liabilities and damages
sustained by Landlord by reason of such retention of possession.

                                   ARTICLE 25
                                QUIET ENJOYMENT

25.1 General.  Landlord  covenants that if Tenant shall pay Rent and perform all
of the terms and  conditions  of this Lease to be  performed  by Tenant,  Tenant
shall during the Term peaceably and quietly  occupy and enjoy  possession of the
Premises  without  molestation or hindrance by Landlord or any successor  party'
claiming through or under Landlord,  subject to the provisions of this Lease and
any Mortgage to which this Lease is subordinate  and  easements,  conditions and
restrictions of record affecting the Land.

                                   ARTICLE 26
                     COVENANTS REGARDING HAZARDOUS MATERIALS

26.1 Definition.  As used in this Article,  the term "Hazardous  Material" means
any  flammable  items,  explosives,  radioactive  materials,  hazardous or toxic
substances,  material or waste or related  materials,  including any  substances
defined as or included in the definition of "hazardous  substances,"  "hazardous
wastes," "infectious wastes," "hazardous materials" or "toxic substances" now or
subsequently  regulated under any federal,  state or local laws,  regulations or
ordinances including oil,  petroleum-based  products,  paints,  solvents,  lead,
cyanide,  DDT,  printing inks,  acids,  pesticides,  ammonia compounds and other
chemical  products,  asbestos,  PCBs and similar  compounds,  and  including any
different  products and materials which are  subsequently  found to have adverse
effects on the environment or the health and safety, of persons.

26.2 Landlord's  Representations.  Landlord represents to Tenant that (a) to the
best of Landlord's  actual  knowledge,  except for cleaning  materials and other
substances  suitably stored and kept on or about the Building or the Premises in
the  ordinary  course of  Landlord's  business and in full  compliance  with all
applicable  Environmental Laws, there are no Hazardous Materials on or about the
Building or the Premises and, except as aforesaid,  Land has not been previously
used for the storage,  manufacture  or disposal of Hazardous  Materials,  (b) no
complaint,  order, citation or notice with regard to air emissions and Hazardous
Materials,  if  any,  or any  other  environmental,  health  or  safety  matters
affecting  the Land,  or any portion  thereof,  from any person,  government  or
entity, has been issued to the Landlord,  and (c) the Landlord has complied with
all federal,  state and local  environmental laws and regulations  affecting the
Land.

26.3 General Prohibition; Tenant Indemnity. Tenant shall not cause or permit any
Hazardous  Material to be  generated,  produced,  brought  upon,  used,  stored,
treated. discharged, released, spilled or disposed of on, in, under or about the
Premises,  the  Building,  the  Complex  or the Land by  Tenant  or its  Agents,
affiliates,  sublessees or assignees.  Tenant shall  indemnify,  defend and hold
Landlord  harmless from and against any and all actions  (including  remedial or
enforcement  actions of any kind,  administrative or judicial  proceedings,  and

<PAGE>

orders or  judgments  arising out of or  resulting  therefrom),  costs,  claims,
damages  (including   punitive   damages),   expenses   (including   attorneys',
consultants'  and experts'  fees,  court costs and amounts paid in settlement of
any claims or actions),  fines,  forfeitures or other civil,  administrative  or
criminal  penalties.  injunctive  or other  relief  (whether  or not based  upon
personal or bodily injury,  property  damage,  or  contamination  of, or adverse
effects upon, the environment,  water tables or natural resources),  liabilities
or losses  arising  from a breach of this  prohibition  by Tenant,  its  Agents,
affiliates,  sublessees or assignees.  Landlord recognizes and acknowledges that
Tenant or its Agents may use and store within the Building normal and customary,
quantities of office and cleaning  supplies which Tenant covenants to dispose of
in accordance with all applicable Legal Requirements.

26.4 Notice.  In the event that Hazardous  Materials are discovered upon, in, or
under the Premises,  the Building, the Complex or the Land. and any governmental
agency or entity  having  .jurisdiction  over the Premises.  the  Building,  the
Complex or the Land  requires the removal of such  Hazardous  Materials,  Tenant
shall be responsible  for removing those Hazardous  Materials  arising out of or
related  to the use or  occupancy  of the  Premises,  by Tenant  or its  Agents,
affiliates,   sublessees  or  assignees  but  not  those  of  its  predecessors.
Notwithstanding  the foregoing,  Tenant shall not take any remedial action in or
about  the  Premises,  the  Building,  the  Complex  or the Land  without  first
notifying  Landlord of Tenant's  intention to do so and  affording  Landlord the
opportunity  to  protect  Landlord's  interest  with  respect  thereto.   Tenant
immediately  shall  notify  Landlord  in writing  of:  (i) any  spill,  release,
discharge or disposal of any  Hazardous'  Material in, on or under the Premises,
the  Building,   the  Complex,  the  Land  or  any  portion  thereof,  (ii)  any
enforcement,  cleanup,  removal  or  other  governmental  or  regulatory  action
instituted,  contemplated, or threatened (if Tenant has notice thereof) pursuant
to any  Hazardous  Materials  Laws;  (iii) any claim made or  threatened  by any
person  against  Tenant,  the Premises,  the  Building,  the Complex or the Land
relating to damage, contribution,  cost recovery,  compensation, loss or injury,
resulting from or claimed to result from any Hazardous  Materials;  and (iv) any
reports  made  to  any  governmental  agency  or  entity  arising  out  of or in
connection  with any Hazardous  Materials in, on, under or about or removed from
the Premises,  the Building,  the Complex or the Land, including any complaints,
notices,  warnings,  reports or asserted  violations  in  connection  therewith.
Tenant also shall supply to Landlord as promptly as  possible,  and in any event
within five (5) business  days after  Tenant  first  receives or sends the same,
copies  of all  claims,  reports,  complaints,  notices,  warnings  or  asserted
violations relating in any way to the Premises,  the Building,  the Complex, the
Land or Tenant' s use or occupancy thereof.

26.5  Landlord  Indemnity.  Landlord  shall  indemnify,  defend and hold  Tenant
harmless from and against any and all actions (including remedial or enforcement
actions  of any kind,  administrative  or  judicial  proceedings,  and orders or
judgments  arising  out  of or  resulting  therefrom),  costs,  claims,  damages
(including punitive damages),  expenses (including attorneys',  consultants' and
experts'  fees,  court costs and  amounts  paid in  settlement  of any claims or
actions),  fines,  forfeitures  or  other  civil,   administrative  or  criminal
penalties.  injunctive  or other relief  (whether or not based upon  personal or
bodily injury,  property damage,  or contamination  of, or adverse effects upon,
the  environment,  water  tables or natural  resources),  liabilities  or losses
arising  the  generation,  production,  delivery  to, use,  storage,  treatment.
discharge, release, spill or disposed of any Hazardous Material on, in, under or
about the  Premises,  the  Building,  the Complex or the Land by Landlord or its

<PAGE>

Agents or affiliates.  Tenant  recognizes and acknowledges  that Landlord or its
Agents  may use and  store  within  the  Building  and the  Complex  normal  and
customary,  quantities of office and cleaning supplies which Landlord  covenants
to dispose of in accordance with all applicable Legal Requirements.

26.6  Survival.  The  respective  rights and  obligations of Landlord and Tenant
under this Article 26 shall  survive the  expiration or earlier  termination  of
this Lease.

                                   ARTICLE 27
                                  MISCELLANEOUS

27.1 No Representations by Landlord.  Tenant  acknowledges that neither Landlord
or its Agents nor any broker has made any representation or promise with respect
to the Premises,  the Building, the Complex, the Land or the Common Area, except
as herein expressly set forth, and no rights, privileges,  easements or licenses
are acquired by Tenant except as herein expressly set forth.  Tenant,  by taking
possession  of the Premises  shall accept the Premises and the Building "AS IS,"
and such taking of possession shall be conclusive evidence that the Premises and
the Building are in good and  satisfactory  condition at the time of such taking
of possession.

27.2 No  Partnership.  Nothing  contained  in this  Lease  shall  be  deemed  or
construed to create a partnership  or joint  venture of or between  Landlord and
Tenant,  or to create any other  relationship  between Landlord and Tenant other
than that of landlord and tenant.

27.3 Brokers.  Landlord  recognizes  Brokers as the sole brokers  procuring this
Lease  and shall  pay  Brokers a  commission  therefor  pursuant  to a  separate
agreement between Brokers and-Landlord.  Landlord and Tenant each represents and
warrants to the other that it has not employed any broker, agent or finder other
than Brokers  relating to this Lease.  Landlord shall  indemnify and hold Tenant
harmless,  and Tenant  shall  indemnify  and hold  Landlord  harmless,  from and
against any claim for brokerage or other  commission  arising from or out of any
breach of the indemnitor's  representation and warranty.  Furthermore,  Landlord
recognizes The Fred Ezra Company ("Ezra") as Tenant's agent and acknowledges and
agrees that: (i) notwithstanding  its payment of a brokerage  commission to Ezra
pursuant to such separate written agreement, Ezra has represented the Tenant and
not the Landlord in the procurement, negotiation, execution and delivery of this
Lease;  and (ii) Ezra owes no fiduciary duty to the Landlord in connection  with
same.

27.4 Estoppel  Certificate.  Tenant shall,  without charge, at any time and from
time to time,  within ten (10) business days after request therefor by Landlord,
Mortgagee,  any purchaser of the Land,  the Complex or the Building or any other
interested person,  execute,  acknowledge and deliver to such requesting party a
written  estoppel  certificate  certifying,  as of the  date  of  such  estoppel
certificate,  the following: (i) that this Lease is unmodified and in full force
and  effect  (or if  modified,  that the Lease is in full  force  and  effect as
modified and setting forth such modifications); (ii) that the Term has commenced
(and setting forth the commencement date and expiration date); (iii) that Tenant
is presently occupying the Premises;  (iv) the amounts of rent currently due and
payable by Tenant;  (v) that any alterations  required by the Lease to have been
made by Landlord have been made to the  satisfaction of Tenant;  (vi) that there

<PAGE>

are no  existing  set-offs,  charges,  liens,  claims or  defenses  against  the
enforcement  of any  right  hereunder;  (vii)  that no rent  (except  the  first
installment thereof') has been paid more than thirty (30) days in advance of its
due date;  (viii) that Tenant has no knowledge  of any then  uncured  default by
Landlord of its obligations  under this Lease (or, if Tenant has such knowledge,
specifying the same in detail); (ix) that Tenant is not in default; (x) that the
address to which  notices to Tenant  should be sent is as set forth in the Lease
(or, if not, specifying the correct address);  and (xi) any other certifications
requested by Landlord.  Any such estoppel certificate delivered pursuant to this
Article  may  be  relied  upon  by  any  mortgagee,  beneficiary,  purchaser  or
prospective purchaser of any portion of the Land, as well as their assignees.

27.5 Financial  Statements.  Within fifteen (15) days after request by Landlord,
but not more often than once in any Lease Year, Tenant shall deliver to Landlord
financial  statements  of Tenant for its most  recently  ended  fiscal  year and
interim  financial  statements for its most recently ended quarter to the extent
available such financial  statements shall be audited but if not available shall
be certified as true, correct and complete by Tenant's chief financial officer.

27.6 Waiver of Jury Trial. Landlord and Tenant hereby waive trial by jury in any
action,  proceeding  or  counterclaim  brought by either party against the other
with respect to any matter  whatsoever  arising out of or in an), way  connected
with this Lease,  the  relationship of Landlord and Tenant hereunder or Tenant's
use  or  occupancy  of  the  Premises.  In  the  event  Landlord  commences  any
proceedings for nonpayment of Rent, Tenant shall not interpose any counterclaims
other than compulsory counterclaims.  This shall not, however, be construed as a
waiver of Tenant's right to assert such claims in any separate action brought by
Tenant.

27.7 Notices. All notices or other communications  hereunder shall be in writing
and shall be deemed  duly given if  delivered  in person or upon the  earlier of
receipt,  if mailed by certified or registered  mail, or three (3) business days
after  certified  or  registered  mailing,  return  receipt  requested,  postage
prepaid,  addressed and sent, if to Landlord to Landlord's  Address specified in
Article  1.14 or if to Tenant to Tenant's  Address  specified  in Article  1.15.
Landlord  and  Tenant  may from  time to time by  written  notice  to the  other
designate another address for receipt of future notices.

27.8 Invalidity of Particular Provisions. If any provisions of this Lease or the
application  thereof  to any  person  or  circumstances  shall to any  extent be
invalid or  unenforceable,  the remainder of this Lease,  or the  application of
such  provision  to  persons  or  circumstances  other than those to which it is
invalid or unenforceable,  shall not be affected thereby,  and each provision of
this Lease shall be valid and be enforced to the full extent permitted by law.

27.9 Gender and Number.  All terms and words used in this Lease.  regardless  of
the  number or gender in which  they are used,  shall be deemed to  include  any
other number or gender as the context may require.

27.10 Benefit and Burden.  Subject to the provisions of Article 11 and except as
otherwise  expressly  provided,  the  provisions  of this Lease shall be binding
upon,  and shall inure to the  benefit of, the parties  hereto and each of their
respective representatives, heirs, successors and assigns.
<PAGE>

27.11  Entire  Agreement.  This  Lease  (which  shall be deemed to  include  the
Exhibits  and Rider  attached  hereto,  as well as the  Agreement)  contains and
embodies the entire  agreement of the parties  hereto,  and no  representations,
inducements or agreements, oral or otherwise,  between the parties not contained
in this Lease shall be of any force or effect.  This Lease (other than the Rules
and Regulations,  which may be changed from time to time as provided herein) may
not be modified,  changed or  terminated in whole or in part in any manner other
than by an agreement in writing duly signed by Landlord and Tenant.

27.12  Attorney's  Fees. If, as a result of any default of Landlord or Tenant in
its performance of any of the provisions of this Lease, the other party uses the
services of an attorney in order to secure  compliance  with such  provisions or
recover  damages  therefor,  or to  terminate  this Lease or evict  Tenant,  the
non-prevailing  party shall  reimburse the prevailing  party upon demand for any
and all reasonable  attorneys'  fees and reasonable  expenses so incurred by the
prevailing party.

27.13 Governing Law.  This Lease is governed by the laws of the Commonwealth  of
Virginia.

27.14 Force  Majeure.  Except for Tenant's  obligations  to pay Rent  hereunder.
neither  Landlord nor Tenant shall be required to perform any of its obligations
under this Lease,  nor shall such party be liable for loss or damage for failure
to do so,  nor  shall  the  other  party  thereby  be  released  from any of its
obligations  under this Lease,  where such failure by the  non-performing  party
arises  from or through  acts of God,  strikes,  lockouts,  labor  difficulties,
explosions,  sabotage,  accidents, riots, civil commotions, acts of war, results
of any warfare or warlike  conditions  in this or any foreign  country,  fire or
casualty,  Legal  Requirements,  energy  shortage  or other  causes  beyond  the
reasonable  control  of the  non-performing  party,  unless  such loss or damage
results from the willful  misconduct or gross  negligence of the  non-performing
party.

27.15 Headings. Captions and headings are for convenience of reference only.

27.16  Exhibits and Riders.  All Exhibits and Riders  attached to this Lease are
hereby incorporated in this Lease as though set forth at length herein.

27.17 Transportation  Management.  Tenant shall fully comply with all present or
future  programs  implemented by the  Association or Landlord or required by any
County, State or Federal Legal requirements (including the Covenants), to manage
parking,  transportation,  air pollution or emissions,  or traffic in and around
the Building or the metropolitan area in which the Building is located.

27.18 Interpretation.  "Include," "includes," and "including" mean considered as
part of a larger group,  and not limited to the items recited.  "Shall" means is
obligated to. "May" means "is permitted to." The necessary  grammatical  changes
required  to  make  the   provisions   hereof  apply  either  to   corporations,
partnerships,  or  individuals,  men or women,  as the case may be, shall in all
cases be assumed as though in each case fully expressed.
<PAGE>

27.19  Representations  and Warranties of Landlord.  Landlord hereby represents,
warrants and  covenants  to and with Tenant that as of the date  hereof,  on the
Commencement  Date and during the Term  hereof,  including  any  extensions  and
renewals hereof:

      (a)  Landlord is now,  and at all times  hereafter  either  Landlord,  its
successors or assigns will be, the true and lawful owner of the Building and the
Land,  free and  clear of all  liens,  claims  and  encumbrances  except  for an
existing first mortgage in favor of Crown Life Insurance  Company and except for
future first  mortgages  securing any financing or  refinancing of the Building,
the Land or the Complex;

      (b)  Landlord has the full right,  power and  authority to enter into this
Lease  and  to  perform  each  and  all  of the  terms,  provisions,  covenants,
agreements,  matters and things herein  provided to be performed by Landlord and
to  execute  and  deliver  all  documents  provided  herein to be  executed  and
delivered by  Landlord;  and this Lease does not,  nor will the  performance  by
Landlord of its obligations hereunder,  contravene any provision of any existing
law,  covenant,  indenture or agreement  binding upon  Landlord or upon the Land
and/or the Building;

      (c) The  signatories  to this Lease are  authorized  to sign this Lease on
behalf of Landlord;

      (d)  There  is no  litigation  pending  or,  to  the  best  of  Landlord's
knowledge,  threatened  which may adversely  affect the Building,  the Land, the
Premises or Tenant's  interest in the Premises.  Without limiting the generality
of the foregoing, there are no suits, judgments or notices from any governmental
agency  relating to any violation of the health,  pollution  control,  building,
fire or zoning laws or regulations of any governmental  body or agency or of any
other issues relating to the use and  maintenance of the Building,  the Land and
the Premises;

      (e) The  Building  and Land are zoned to  permit  use of the  Premises  as
described in Section 1.15 herein.

27.20  Representations  and  Warranties  of Tenant.  Tenant  hereby  represents,
warrants and covenants to and with  Landlord that as of the date hereof,  on the
Commencement  Date and during the Term  hereof,  including  any  extensions  and
renewals hereof:

      (a) Tenant is a corporation  duly organized,  validly existing and in good
standing  under  the  laws of the  jurisdiction  of its  incorporation,  is duly
qualified  to transact  business in the  Commonwealth  of Virginia  and in every
other  jurisdiction  wherein  the  failure to so  qualify  could have or cause a
material  adverse  effect  on  (i)  the  condition   (financial  or  otherwise),
operations, business, properties or prospects of the Tenant, (ii) the rights and
remedies  of the  Landlord  under this  Lease,  or the  ability of the Tenant to
perform its  obligations  under this Lease,  or (iii) the legality,  validity or
enforceability  of this Lease (a "Material  Adverse Effect);  and Tenant has all
corporate powers and all  governmental  licenses,  authorizations,  consents and
approvals  required  to  carry  on its  business  as now  conducted.  a
<PAGE>

      (b) The  execution,  delivery and  performance by the Tenant of this Lease
(i) are within Tenant's corporate powers,  (ii) have been duly authorized by all
necessary  corporate  action,  (iii)  require no action by or in respect  of, or
filing with, any governmental authority, (iv) do not contravene, or constitute a
default under, any Legal  Requirements  applicable to Tenant or of any judgment,
injunction,  order,  decree or other  instrument  binding  upon  Tenant,  or any
agreement,  instrument  or contract to which Tenant is a party or by or to which
Tenant or any properties of Tenant may be affected, bound or subject, and (v) do
not result in the creation or imposition of any lien or encumbrance on any asset
of Tenant;

      (c) This  Lease  constitutes  a valid  and  binding  agreement  of  Tenant
enforceable  in  accordance  with its terms,  provided  that the  enforceability
hereof  is  subject  in  each  case  to  general  principles  of  equity  and to
bankruptcy,  insolvency and similar laws affecting the enforcement of creditors'
rights generally.

      (d) The  signatories  to this Lease are  authorized  to sign this Lease on
behalf of Tenant; and

      (e) There is no action, suit or proceeding pending, or to the knowledge of
Tenant  threatened,  against or affecting Tenant or any of its affiliates before
any  court,  arbitrator  or  governmental  authority  that could have or cause a
Material  Adverse  Effect or that in any manner draws into question the validity
or  enforceability  of, or could  impair the  ability  of Tenant to perform  its
obligations under, this Lease.

27.21 Consent. Wherever in this Lease the consent of one party is required to an
act of the  other  party,  such  consent  shall  not be  unreasonably  withheld,
conditioned, or denied.


                                   ARTICLE 28
                                 OPTION TO RENEW

28.1 Exercise of Option.  Tenant shall have the right (the "Renewal  Option") to
extend the Term for one (1) period of five (5) Lease Years (a "Renewal  Period")
provided (i) Tenant gives written notice to Landlord of its election to exercise
its Renewal Option at least 270 days prior to the Expiration  Date,  (ii) Tenant
specifies in such notice all  amendments to the provisions of this Lease for the
Renewal  Period  ("Proposed  Amendments"),  other than the amount of Base Rental
which  shall be  determined  pursuant  to  Sections  28.2  through  28.4  below,
inclusive),  and (iii) no Event of Default exists beyond any  applicable  notice
and cure period at the time Tenant  exercises its Renewal  Option.  Tenant shall
not make any Proposed  Amendments  except those that would conform this Lease to
market based  conditions  then  prevailing for buildings of comparable  type and
quality in the northern  Virginia  metropolitan  area.  Within ten (10) business
days after Landlord's receipt of Tenant's renewal notice,  Landlord shall notify
Tenant of those Proposed Amendments, if any, acceptable to Landlord and of those
Proposed Amendments that Landlord has rejected.  If Landlord shall so reject any
Proposed Amendments, Tenant shall have the right, by written notice delivered to
Landlord  within five (5) business  days after  Tenant's  receipt of  Landlord's

<PAGE>

notice contemplated by the next preceding sentence,  to withdraw its exercise of
the Renewal  Legend.  If Landlord and Tenant shall mutually  agree on which,  if
any, Proposed  Amendments shall be included in this Lease for the Renewal Period
(such Proposed Amendments mutually agreed on are referred to herein as "Approved
Amendments"),  then the parties shall promptly commence to negotiate, and within
30 days  thereafter  reach agreement on, the final form of, an Amendment to this
Lease providing for such Approved Amendments.

28.2 Current Market Rent. Except for Approved Amendments,  if any, all terms and
conditions  of this  Lease  shall  remain in full  force and  effect  during the
Renewal Period, except that (i) annual Base Rent for the first Lease Year of the
Renewal Period and annual  escalations  thereof for each  subsequent  Lease Year
shall be  adjusted  so that  annual  Base Rent for each such Lease  Year  equals
ninety-five  percent (95%) of the "Current Market Rent" (as defined below), (ii)
the Base Year shall be 2010, and (iii) there shall be no further Renewal Option.
The "Current  Market Rent" for purposes of this Lease shall mean the  prevailing
market  rent as of the date such  market  rent is to go into  effect for renewal
leases of other  comparable  office space of the same quality,  size,  location,
level of finish,  and lease term in the Building and in other comparable  office
buildings  located in the northern Virginia  metropolitan  area, for a tenant of
credit-worthiness comparable to that of Tenant, taking into account all relevant
factors,  including the building's age and condition, any significant renovation
of the Building or the leased  space,  all  components of rent,  including  base
rent, the number, type and base year for various rent escalations, base year and
pass-throughs   for  operating   expenses  and  real  estate   taxes,   and  any
"Concessions" (as defined below). The determination of Current Market Rent shall
include  establishing  new Lease terms consistent with market terms at such time
relating to base rent,  base year, rent  escalations,  and pass throughs of real
estate taxes and operating  expenses,  to modify or replace as  appropriate  the
then existing  terms  contained in this Lease  relating to such items.  The term
"Concessions" means any free or reduced rent periods, construction allowances or
other concessions.

28.3 Initial  Negotiation  Period.Within ten (10) days after receipt of Tenant's
notice of its election to exercise the Renewal  Option,  Landlord  shall provide
Tenant with  Landlord's  good faith  determination  of the Current  Market Rent.
Tenant may accept or reject  such  determination  by Landlord  and shall  notify
Landlord in writing of it's  acceptance  or refection  within  fifteen (15) days
after Tenant's  receipt of Landlord's  determination of the Current Market Rent.
If Tenant so accepts  Landlord's  determination of the Current Market Rent, then
Tenant shall be bound to lease the  Premises  from  Landlord  during the Renewal
Period at the Current  Market  Rental so  determined  and,  within  fifteen (15)
business days after Landlord's receipt of Tenant written acceptance, the parties
shall execute a Lease amendment  reflecting such renewal, the new economic terms
and the Approved  Amendments,  but failure to execute such  amendment  shall not
affect the commencement of the Renewal Period or Tenant's obligation to pay rent
during the Renewal Period at the rate established pursuant to this Article.

28.4  Determination  of Rent by  Brokers  (i) If  Tenant  fails  to  agree  with
Landlord's  determination of the Current Market Rent within the fifteen (15) day
period set forth in Section 28.3, the Current Market Rent shall be determined by

<PAGE>

a panel of three (3) licensed real estate brokers, one of whom shall be named by
Landlord,  one by Tenant,  and the third selected by the two so appointed.  Each
member of the board of brokers  shall be licensed in Virginia as an  independent
real estate broker,  specializing  in the field of commercial  office leasing in
the northern  Virginia  metropolitan  area,  having no less than ten (10) years'
experience in such field,  and  recognized  as ethical and reputable  within the
field.  Landlord and Tenant shall each make its appointment within five (5) days
after the expiration of the fifteen (15) day period,  and shall notify the other
of its choice  within such time. If either party fails to select a broker within
such time,  the broker  selected by the other party shall  establish the Current
Market Rent. The two (2) brokers selected by Landlord and Tenant shall determine
the Current  Market Rent valuation  within ten (10) days after their  selection.
Should the two (2) brokers agree on a valuation then that valuation shall be the
Current  Market Rent.  In the event the two brokers  cannot agree on a valuation
within such ten (10) day period, then they shall promptly select a third broker.
If the brokers  selected by the parties  fail to select a third  broker five (5)
days after such ten (10) day valuation period, the parties may select such third
broker or either party may request such  appointment by the U.S.  District Court
for the Eastern  District of Virginia.  Within fifteen (15) days after the third
broker is selected,  the third broker shall determine the Current Market Rent in
accordance with the provisions above, and shall submit to the parties in writing
his or her  determination  of the Current  Market Rent.  The Current Market Rent
shall be (i) the third broker's  valuation,  if such valuation falls between the
valuations of the first two brokers;  or (ii) if the third brokers  valuation is
higher than the highest  valuation of the first two valuations  then the Current
Market Rent shall be the higher  valuation of the first two  brokers;  or if the
third  brokers  valuation  is lower than the lowest  valuation  of the first two
valuations  then the  Current  Market Rent shall be the lower  valuation  of the
first two  brokers,  and within ten (10) days  after such  determination  of the
Current  Market Rent,  Tenant shall notify  Landlord in writing  whether  Tenant
accepts such determination. If so accepted by Tenant, the parties shall be bound
by such decision.  If Tenant does not accept this  determination with the 10-day
period,  Tenant's exercise of the Renewal Option shall be revoked  automatically
and the Term shall expire on the Expiration  Date. In either case,  Landlord and
Tenant  shall each pay the fee of the broker  selected by it, and shall  equally
share the payment of the fee of the third broker.

              (ii) If Tenant  accepts the  determination  of Current Market Rent
pursuant to this Section 28.4,  then Tenant shall be bound to lease the Premises
from  Landlord  during  the  Renewal  Period  at the  Current  Market  Rental so
determined  and, within fifteen (15) business days after  Landlord's  receipt of
Tenant  written  acceptance,   the  parties  shall  execute  a  Lease  amendment
reflecting such renewal, the new economic terms and the Approved Amendments, but
failure to execute  such  amendment  shall not  affect the  commencement  of the
Renewal  Period or Tenant's  obligation to pay rent during the Renewal Period at
the rate established pursuant to this Article.

28.5 Paint and Carpet. As soon as practicable after  commencement of the Renewal
Period,  Landlord,  at its cost, will repaint the Premises with two (2) coats of
paint and will retile and recarpet the Premises.  The paint,  tile and carpet to
be used by Landlord  will be of  comparable  quality to those used in connection
with the construction of the Premises pursuant to the Work Agreement.
<PAGE>

28.6 Time is of the  Essence.  Time is of the essence  with  respect to the time
periods in this Article.



                                   ARTICLE 29
                            OPTION TO TERMINATE LEASE

29.1 Option to Terminate  Lease. At any time during the seventh (7th) Lease Year
or thereafter, Tenant shall have the option to terminate this Lease with respect
to the entire  Premises in accordance  with the  provisions of this Article 4.3.
(the  "Termination  Option").  Tenant  shall  have  the  right to  exercise  the
Termination Option upon delivery to Landlord of (i) a written termination notice
from Tenant to Landlord (the  "Termination  Notice") given on or after the first
day of the seventh  (7th) Lease Year,  which notice shall  specify the effective
date of termination (the "Termination  Date"),  which date shall be at least two
hundred  seventy  (270) days  following  the date the  Termination  Notice is so
delivered to Landlord, and (ii) on the Termination Date so specified, cash in an
amount,  determined as of the Termination Date (the "Termination Fee"), equal to
all unamortized  Landlord costs relating to this Lease (including brokerage fees
and commissions,  tenant improvement allowances, and legal expenses), calculated
on a straight-line basis over the initial Term. If Tenant leases any other space
in the  Building  (including  Expansion  Space or First Offer  Space)  while the
Termination  Option  remains  in  effect,  then  the  Termination  Fee  shall be
calculated  on the basis such  unamortized  Landlord  costs not only related not
only to the original Premises hereunder but for all such other space as well. If
exercised by Tenant in accordance  with this  Article,  the  Termination  Option
shall  terminate  this  Lease  effective  as of the  close  of  business  on the
Termination Date specified in Tenant's Termination Notice.

29.2 Payment of all Rent  Through  Termination  Date.  If Tenant  exercises  its
Termination  Option,  Tenant shall pay, in addition to the Termination  Fee, all
Rent as and  when it  becomes  due  under  this  Lease up to and  including  the
Termination Date.

29.3 Inapplicable  during Renewal Period. The Termination Option shall lapse and
shall be of no further force and effect during any Renewal Period.

29.4 Tenant may not be in  Default.  If the  Termination  Option has been timely
exercised  but on the  Termination  Date there is an uncured Event of Default by
Tenant for which the  applicable  notice and cure  period,  if any, has not then
expired,  then if such Event of Default  shall be cured  within such  applicable
notice and cure period,  the Termination Date shall occur on the day immediately
following the date that Tenant  effects such cure.  Should such Event of Default
continue  beyond  such  notice  and cure  period,  then at  Landlord's  election
Tenant's  right to terminate this Lease under this Article shall lapse and be of
no further force and effect.

29.5 Time  is of the Essence.  Time shall be of  the essence with respect to all
of the time periods set forth in this Article.
<PAGE>


                                   ARTICLE 30
                               OPTION TO EXPAND

30.1  Option to Lease  Expansion  Space.  Subject to the terms of this  Article,
Tenant shall have one (1) option to lease  additional space in the Building that
is vacant and available for lease during the period  starting on the date hereof
and  ending on the last day of the first  Lease Year (the  "Expansion  Period").
(Space  leased  pursuant  to  this  Article  is  referred  to  hereafter  as the
"Expansion Space.")

30.2 Exercise of Expansion  Option;  Determination of Expansion Space. If Tenant
desires to exercise its expansion option, Tenant shall so notify Landlord within
the Expansion  Period.  Tenant's notice shall identify the approximate  size and
location of the space that  Tenant  desires to lease.  Upon  receipt of Tenant's
notice,  Landlord  shall work with  Tenant in good faith to agree upon the exact
size and location of the Expansion Space,  taking into account the space that is
available at that time and Landlord's reasonable marketing  requirements for the
remaining  vacant  space.  If the  parties are unable to agree upon the size and
location of the Expansion Space within ten (10) days after Landlord's receipt of
Tenant's notice, Tenant's expansion option shall expire.

30.3 Terms for Expansion  Space. The Expansion Space shall be leased on the same
terms and conditions as the Premises as though it had been leased along with the
Premises  as of the  Commencement  Date,  except that (i) the lease term for the
Expansion Space shall commence on the date that the space is delivered to Tenant
(the  "Expansion  Space  Commencement   Date"),  (ii)  if  the  Expansion  Space
Commencement Date falls within the first Lease Year, Base Rent for the Expansion
Space shall be calculated at the rate of $19.00 per rentable  square foot,  with
two and one-half  percent (2.5%) annual  increases  occurring on commencement of
the  second  and each  subsequent  Lease  Year  during  the  Term,  (iii) if the
Expansion Space  Commencement Date falls within the second Lease Year, Base Rent
for the  Expansion  Space shall be calculated at the rate of $19.45 per rentable
square foot, with two and one-half percent (2.5%) annual increases  occurring on
commencement of the third and each  subsequent  Lease Year during the Term, (iv)
effective  as of the  later of the  first day of the  second  Lease  Year or the
Expansion Space Commencement  Date,  Tenant's  Proportionate  Share of Operating
Expenses  and  Tenant's  Proportionate  Share  of Real  Estate  Taxes  shall  be
increased to include the Expansion Space, (v) Landlord, at its cost, shall build
out the  Expansion  Space to the same level of finish and  pursuant  to the same
procedure  as is  provided  in the  Work  Agreement,  except  that  the  date of
substantial  completion  of  the  Expansion  Space  shall  be on or  before  the
Expansion Space  Commencement  Date, and (vi) Landlord may increase the Security
Deposit as it deems appropriate, in its reasonable judgment.

30.4 No Extension of Term. If Tenant leases the Expansion Space  hereunder,  the
Term of this Lease shall  remain  unchanged  from that  specified in Section 1.3
hereof.

30.5  Execution of Lease  Amendment.  The parties  shall execute an Amendment to
Lease  reflecting the lease of the Expansion Space within ten (10) business days
after Tenant  receives the Amendment from Landlord,  but failure to execute such
Amendment shall not affect the  commencement of the term for the Expansion Space
or Tenant's  obligation to pay rent for the Expansion  Space in accordance  with
this Article.
<PAGE>

30.6  Subordinate to Lease with  Crosswalk.  Tenant's  rights under this Article
shall be  subordinate  to all  rights to lease  space on the first  floor of the
Building that are granted to Crosswalk.com,  Inc.  ("Crosswalk") pursuant to the
Deed of Lease dated August, 1999 between Landlord and Crosswalk.

30.7 Tenant may not be in Default. This Article shall apply only as long as this
Lease is in full force and  effect  and there is no Event of  Default  hereunder
that remains uncured beyond any applicable notice or cure period.

30.8 Time is of the Essence.  Time shall be of the  essence  with respect to all
of the time periods set forth in this Article.

                                   ARTICLE 31
                              RIGHT OF FIRST OFFER

31.1 Grant of Right of First Offer. Subject to the terms of this Article, Tenant
shall have a right of first offer (the "First Offer Right") to negotiate for the
lease of any space in the Building  that becomes  available  for lease after the
expiration of the first Lease Year (each of such spaces being referred to as the
"First Offer Space").

31.2  Exercise  of Right of First  Offer.  If all or any part of the First Offer
Space  becomes  available  for lease at a time when the First  Offer Right is in
effect ("Available First Offer Space"), Landlord shall offer the Available First
Offer Space to Tenant  before  offering it to any other  party.  Landlord  shall
offer the Available First Offer Space to Tenant by submitting to Tenant a letter
of intent with respect  thereto,  identifying the date on which Landlord expects
the  Available  First Offer Space to be available  for  occupancy by Tenant (the
"First Offer Space Commencement Date"), and containing such terms and conditions
as are determined by Landlord,  in Landlord's reasonable  discretion,  acting in
good faith,  to be the market rate for  available  space in the  Building and in
other comparable  office buildings in the northern Virginia  metropolitan  area.
Tenant shall have the right within  thirty (30) days after Tenant  receives such
proposed  letter of intent to negotiate  the terms and  conditions  of a binding
letter of intent for such Available  First Offer Space (both Landlord and Tenant
acting in good faith) providing for a commencement date not later that the First
Offer Space Commencement Date specified in Landlord's proposed letter of intent;
provided  that if Landlord and Tenant fail to execute  such a binding  letter of
intent within such thirty (30) day period, then such Available First Offer Space
shall constitute "Rejected First Offer Space" within the meaning of Section 31.4
hereof.  The term for the First  Offer  Space  shall end on the same date as the
Term  for the  Premises;  provided,  however,  that  if the  First  Offer  Space
Commencement  Date will occur  within the last  three  Lease  Years of the Term,
Landlord may condition  the lease of the  Available  First Offer Space to Tenant
upon the extension of the  Expiration  Date for the entire  Premises to be three
(3) years  from the First  Offer  Space  Commencement  Date,  with Rent for such
additional  period being agreed to by Landlord and Tenant in the  negotiation of
the binding letter of intent.

31.3 Execution of Lease AmendmentThe parties shall execute an Amendment to Lease
reflecting  the lease of the  Available  First Offer Space  within ten (10) days
after Landlord and Tenant executes the binding letter of intent,  but failure to

<PAGE>

execute such  Amendment  shall not affect the  commencement  of the term for the
Available First Offer Space or Tenant's obligation to pay rent for the Available
First Offer Space in accordance with the letter of intent.

31.4 Rejected  First Offer Space.  Any  Available  First Offer Space that Tenant
fails to lease in accordance with this Article shall thereafter become "Rejected
First  Offer  Space."  Landlord  shall be free to  lease  all or any part of any
Rejected  First Offer Space to any other party without first offering all or any
part of the  Rejected  First Offer  Space to Tenant.  However,  if any  "Special
Rejected  First  Offer  Space" is so leased by  Landlord  to any other party and
later becomes  available  for lease during the Term,  then  notwithstanding  the
foregoing,  such Special  Rejected First Offer Space shall become and considered
as  Available  First Offer Space at the time such Special  Rejected  First Offer
Space so becomes  available for lease. As used herein,  "Special  Rejected First
Offer Space" means Available First Offer Space that becomes Rejected First Offer
Space during the first eighteen (18) full calendar months of the Term.

31.5 Subordinate to Existing Rights of Other Tenants.  Notwithstanding  anything
to the  contrary in this  Article,  no First  Offer  Space  shall be  considered
available for lease if (i) the tenant then  occupying the space desires to renew
its lease, whether pursuant to a renewal option or otherwise,  or (ii) the space
is subject to any other right of first offer,  first refusal or similar right of
another  tenant  (including  Crosswalk)  existing as of the  Commencement  Date.
Accordingly,  any such First  Offer  Space not  considered  available  for lease
pursuant to the  preceding  sentence  may be leased by Landlord to the  existing
tenant or party holding such other right without first offering it to Tenant.

31.6 Tenant may not be in Default. This Article shall apply only as long as this
Lease is in full  force and effect  and there is no  uncured  monetary  Event of
Default hereunder.

31.7  Time is of the Essence.  Time  shall be of the essence with respect to all
of the time periods set forth in this Article.

                                   ARTICLE 32
                                 SATELLITE DISH

32.1 Right to Have  Satellite  Dish.  Tenant shall have the right to install and
maintain on the roof of the Building one (1) satellite dish antenna or microwave
antenna,  together with the cables  extending from such antenna to the Premises,
subject to the  conditions  set forth in this Article.  (Said  satellite dish or
microwave dish antenna and all related cables,  boosters and other equipment are
referred to hereafter collectively as the "Antenna").

32.2 Approval of  Specifications.  The location,  size,  weight,  height and all
other  features  and  specifications  of the  Antenna  and the manner of initial
installation of it shall be mutually agreed upon by Landlord and Tenant.  Tenant
shall install  appropriate  screening of the Antenna as  reasonably  required by
Landlord.
<PAGE>

32.3  Compliance  with Legal  Requirements.  The Antenna,  and the  installation
thereof,  shall comply with all Legal  Requirements.  If, at any time during the
Term,  the Antenna  does not comply with all Legal  Requirements,  Tenant  shall
immediately  remove it or,  with  Landlord's  approval,  immediately  modify the
Antenna  to  bring it into  compliance  with all  Legal  Requirements.  Tenant's
failure to obtain any permit required in order to initially install the Antenna,
or a subsequent  inability to maintain the Antenna for any reason, shall have no
effect on this  Lease  other than to  nullify  the right to install  and use the
Antenna.

32.4  Maintenance.  Landlord shall have the right to regulate and control access
to the roof by Tenant,  its  employees,  agents and  contractors.  At all times,
Tenant shall  maintain the Antenna in clean,  good and safe  condition  and in a
manner that avoids interference with or disruption to Landlord and other tenants
of the Building.

32.5 Indemnification. Tenant's placement of the Antenna on the roof as aforesaid
shall be at Tenant's  sole risk and Landlord  shall have no liability for damage
thereto or loss thereof under any circumstances. Tenant shall indemnify and hold
Landlord  harmless  for any  liability,  damages,  costs or expenses  (including
reasonable attorneys' fees) incurred as a result of permitting the placement and
operation of the Antenna on the roof and allowing access thereto.











                [Remainder of this page intentionally left blank]
<PAGE>

32.6 Removal.  At the  expiration  or earlier  termination  of the term of this
Lease,  Tenant shall remove the Antenna from the Building and surrender the area
of the roof  occupied by the Antenna in good  condition,  ordinary wear and tear
and unavoidable damage by the elements excepted.

32.7 Electric Charges.  Tenant  shall  be  responsible  for  paying all electric
charges incurred in connection the operation of the Antenna.

32.8 Use of Roof by Other Parties. Landlord may grant other parties the right to
use the  roof for any  lawful  purposes  (including  the  installation  of other
satellite  dishes  and  antennas)  as long as this  use  does  not  unreasonably
interfere with Tenant's right to use the roof for its Antenna in accordance with
this Article.

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

                               LANDLORD:

                               ENTERPRISE CENTER LIMITED PARTNERSHIP NUMBER TWO,
                               a Virginia limited partnership
ATTEST:
                                 By:    ELV/ENTERPRISE II, INC., a Delaware
/s/ Theresa F. McLaughlin                corporation, its general partner

                                        By:  /s/ Scott W. Jenkins        (Seal)
Name:  Theresa F. McLaughlin                Scott W. Jenkins, Vice President
Title: Asset Manager

                               TENANT:

                               SOFTWARE TECHNOLOGY, INC., a Florida  corporation
ATTEST:
                               By:    /s/ Larry Whitfield
/s/ Sally Ball
                                                                         (Seal)
Name:  Sally Ball              Name:   Larry Whitfield
Title: VP Finance              Title:  President




<PAGE>



                                    EXHIBIT A

                              PLAN SHOWING PREMISES

                                [to be inserted]



<PAGE>


RALEIGH #320895 v 5                                      B-4

                                    EXHIBIT B

                                 WORK AGREEMENT

1.   Definitions.  The  following  terms,  when  used  herein,  shall  have  the
meanings set forth below.

1.1  Architect.  The person or firm selected by Tenant to prepare the Space Plan
and the  Construction  Documents.  Tenant's  selection of the Architect shall be
subject to Landlord's approval,  which shall not be unreasonably  withheld.

1.2  Change Order. Any change requested by Tenant to the  approved  Construction
Documents.

1.3 Construction  Documents.  The  construction  working  drawings,  mechanical,
electrical and other technical specifications, and the finishing details for the
Tenant  Improvements,  including  wall  finishes  and colors and  technical  and
mechanical equipment installations,  if any. The Construction Documents shall be
subject to Landlord's approval, which shall not be unreasonably withheld, except
that  Landlord,  in its  absolute  discretion,  may withhold its approval of any
improvements to the extent that they affect the Building's  structure or systems
or would be visible from the exterior of the Building or from any common area in
the Building

1.4  Contractor.  The person or firm  selected by Landlord to  construct  to the
Tenant Improvements.

1.5 Excess Cost.  The amount,  if any, by which the total cost of completing the
Tenant Improvements  (including design fees, construction costs, and the cost of
obtaining  building and occupancy  permits)  exceeds the Tenant  Allowance.  The
calculation  of Excess Cost shall not include  the  ADA-related  items for which
Landlord is responsible under Paragraph 4.B hereof.

1.6  Punchlist.  A  list  of  construction  items  to  be  completed  after  the
Commencement  Date that are minor in character and do not  materially  interfere
with Tenant's use of the Premises.

1.7 Space  Plan.  The plan  showing  the  outline  of the  Tenant  Improvements,
including the location of offices,  conference  rooms and other areas. The Space
Plan shall be subject to Landlord's  approval,  which shall not be  unreasonably
withheld.

1.8 Substantial Completion.  Completion of the Tenant Improvements substantially
in accordance with the Construction Documents, except for the Punchlist.
<PAGE>

1.9 Tenant Allowance.  $553,400.00.  The Tenant Allowance may be used to pay for
any of the following:  all costs incurred in completing the Tenant  Improvements
(including design fees,  construction  costs, and the cost of obtaining building
and occupancy  permits).  Any unused  portion of the Tenant  Allowance  shall be
credited  against Rent that is first due under the Lease or, at Tenant's option,
paid to Tenant on the  Commencement  Date;  provided that,  notwithstanding  the
foregoing,  no such credit or payment  shall be made  unless and until  Landlord
shall have received complete and final invoices labor and materials  relating to
the  installation  and  construction of the entire Tenant  Improvements and lien
waivers from all  contractors  and, if determined by Landlord to be necessary or
desirable,  subcontractors,  reasonably  satisfactory  in form and  substance to
Landlord.

1.10 Tenant Delay. Any delay in completing the Tenant Improvements caused by any
of the following: (i) Tenant's failure to meet any of the deadlines specified in
this Work  Agreement,  (ii) a Change Order,  (iii)  Tenant's  failure to pay the
Excess Cost when due, (iv)  interference  with the  construction  process by any
person  employed or  retained by Tenant,  (v)  Tenant's  insistence  on specific
materials,  finishes or  installations  that are not available as needed to meet
the Contractor's  schedule,  or (vi) any other Tenant-caused  delay. 1.11 Tenant
Improvements.  The improvements to the Premises being made pursuant to this Work
Agreement  in order to prepare the Premises  for  Tenant's  occupancy.  The term
"Tenant  Improvements"  shall not include Cabling or the  installation of any of
Tenant's furniture or equipment.

2. Design and Construction Schedule.

      2.1 The parties  shall  adhere to the  following  design and  construction
schedule.

     Action                                  Deadline
     ------                                  --------
     Tenant furnishes all                    December 22, 1999
     information to Architect
     needed for Space Plan.

     Tenant submits proposed                 February 3, 2000  or  3  wks  after
     Space Plan to Landlord                  architect is under contract, which-
     for approval.                           ever is later.

     Tenant furnishes all                    February 4, 2000  or  3  wks  after
     information to Architect                architect is under contract, which-
     needed for Construction                 ever is later.
     Documents (e.g., design finishes).
<PAGE>

     Finishes Selected                       February 11, 2000 or 3 wks and  one
                                             day after   architect is under con-
                                             tract, whichever is later.

     Tenant submits proposed                 March 3, 2000 or 8 wks after archi-
     Construction Documents to Landlord      tect is  under contract,  whichever
     for approval.                           is later.

     Construction Substantially Completed.   May 1, 2000

      2.2 Upon notice to Landlord  and  Contractor  given  within three (3) days
after Contractor is selected,  Tenant may require  Contractor to obtain at least
three (3) bids from some or all of the trades  required to construct  the Tenant
Improvements.  In selecting subcontractors from whom to request bids, Contractor
shall take into account any subcontractors suggested in writing by Tenant within
this 3-day  period.  Landlord,  in  consultation  with Tenant,  shall select the
subcontractors.

3.    Construction; Change Orders.

      3.1  Contractor  shall  construct  the Tenant  Improvements  in a good and
workmanlike manner substantially in accordance with the Construction  Documents.
Landlord  shall  supervise  this  construction.  Subject to  subsection B below,
Landlord shall not be paid an administrative or construction  management fee for
its  supervision of the Tenant  Improvements,  but shall be compensated  for any
actual  costs  that  Landlord  incurs  in  connection  with  reviewing  plans or
supervising the construction  process.  Landlord shall endeavor in good faith to
cause the Tenant  Improvements  to be  Substantially  Completed on or before the
date set forth in Section 2, subject to adherence by Tenant to the deadlines set
forth in  Section  2 above,  but  neither  the  validity  of this  Lease nor the
obligations  of Tenant  under  this  Lease  shall be  affected  by a failure  to
Substantially Complete the Premises by such date, and Tenant shall have no claim
against  Landlord because of Landlord's  failure to  Substantially  Complete the
Premises on such date or by any other date.

      3.2 Landlord's approval of any Change Orders shall be required,  but shall
not be unreasonably  withheld except that Landlord,  in its absolute discretion,
may withhold  its  approval of any Change  Orders to the extent that they affect
the Building's structure or systems or would be visible from the exterior of the
Building or from any common area in the Building.  If Landlord approves a Change
Order,  Landlord shall be paid an administrative  fee equal to five percent (5%)
of cost of the Change Order. This administrative fee may be paid from the Tenant
Allowance.  If the Tenant Allowance is insufficient to pay the fee, Tenant shall
pay it within ten (10) days after the Change Order is approved.

      3.3 Upon Substantial Completion of the Tenant Improvements,  Landlord will
deliver possession of the Premises to Tenant.  Before delivering the Premises to
Tenant,  Landlord will obtain a certificate of occupancy,  if one is required by
Law for Tenant to occupy the Premises.  Tenant will  cooperate  with Landlord as
necessary to obtain any such certificate of occupancy. Landlord will give Tenant
at least thirty (30) days' notice of the date upon which  Landlord  will deliver
possession of the Premises to Tenant.
<PAGE>

4.  Affect of Tenant Delay on Commencement Date. If Landlord is delayed in
delivering  possession of the Premises to Tenant in  accordance  with  this Work
Agreement  because  of a Tenant  Delay,  then, notwithstanding  Section 3 of the
Lease, the Commencement Date shall  be  the date (as  reasonably  determined  by
Landlord)  that Landlord would have delivered the Premises  to  Tenant  but  for
the  Tenant  Delay.

5.  Payment  for the  Tenant Improvements.

      5.1 Landlord shall provide Tenant with the Tenant  Allowance,  which shall
be used to pay for the cost of  completing  the Tenant  Improvements,  including
design  fees,  construction  costs,  and the  cost  of  obtaining  building  and
occupancy permits.  If there is an Excess Cost, Landlord shall so notify Tenant,
and Tenant  shall pay the  Excess  Cost to  Landlord  within ten (10) days after
Landlord's  notice  is  received.  Landlord  shall  make  all  payments  to  the
Contractors  and/or  Subcontractors  within ten (10) days of receipt of invoices
and, if  reasonably  required by  Landlord,  executed  lien  waivers in form and
substance reasonably satisfactory to Landlord.

      5.2 In addition to the Tenant  Allowance,  Landlord shall pay for the cost
of any improvements to the base building (e.g.,  the bathrooms)  required by the
Americans with Disabilities Act or any regulations  promulgated  thereunder (the
"ADA"). All other ADA-related  improvements to the Premises shall be paid for by
Tenant, subject to the Tenant Allowance.

6.  Punchlist.  Before the Premises are delivered  to  Tenant,  Landlord, Tenant
and  Contractor  shall  make a  final inspection of the Premises to  ensure that
the Tenant Improvements have been made substantially in accordance with the Con-
struction Documents, at which time the Punchlist shall  be  prepared. Contractor
shall  complete  the  items  on the Punchlist  as  soon as practicable after the
Commencement Date.Within thirty (30) days after the Commencement Date the Tenant
shall have the right to submit to Landlord  a revised  Punchlist  setting  forth
any  deviation  from the  Plans  and  Specifications  and any work that does not
function properly.  The  Landlord shall cure all defects within thirty (30) days
of receipt of the revised Punchlist.

7.  Early Entry by Tenant; Coordination of Work.

      7.1 During the 30-day period before the Commencement Date,  Landlord shall
grant  Tenant  access to the  Premises  solely  for the  purpose  of  installing
telephone and computer cable and wiring,  fixtures,  furniture and related items
within the Premises.  During the 10-day period before the Commencement Date, the
Premises shall be  substantially  free of Landlord's  contractors.  Landlord may
exercise its  reasonable  discretion as to the timing of Tenant's early entry as
such timing  relates to the  completion of the Tenant  Improvements.  During any
periods of such early entry,  Tenant shall abide by all terms and  conditions of
this Lease  (including  all  insurance  requirements),  but Tenant  shall not be
required to pay Rent before the Commencement Date.

      8.1 Landlord will provide Tenant's  consultants with reasonable  access to
the Premises to inspect the progress of construction  and to install any Cabling
that needs to be installed before walls are closed.




<PAGE>
                                    EXHIBIT C

                       DECLARATION BY LANDLORD AND TENANT

         THIS  DECLARATION  is hereby  attached  to and made a part of the Lease
dated  January  3,  2000  (the  "Lease"),   between  ENTERPRISE  CENTER  LIMITED
PARTNERSHIP NUMBER TWO, a Virginia limited partnership ("Landlord") and SOFTWARE
TECHNOLOGY,  INC.,  a Florida  corporation  ("Tenant").  All terms  used in this
Declaration have the same meaning as they have in the Lease.

      1. Landlord and Tenant do hereby  declare that  possession of the Premises
was accepted by Tenant on

      2. As of the date  hereof  the  Lease is in full  force  and  effect,  and
Landlord has fulfilled  all of its  obligations  under the Lease  required to be
fulfilled by Landlord on or prior to said date;

      3. The Commencement Date is hereby  established to be _______________; and

      4. The  Expiration  Date is  hereby  established  to be  ________________,
unless the Lease is sooner terminated pursuant to any provisions thereof.


ATTEST/WITNESS:            LANDLORD:

                           ENTERPRISE  CENTER  LIMITED PARTNERSHIP NUMBER TWO, a
                           Virginia limited partnership

                           By:  ELV/ENTERPRISE II, INC., a Delaware corporation,
                                its general partner

                           By:
Name:                           Scott W. Jenkins, Vice President


ATTEST/WITNESS:            TENANT:


                           SOFTWARE TECHNOLOGY, INC., a Florida corporation


                           By:                                        [SEAL]
Name:                      Name:
                           Title:


<PAGE>

                                    EXHIBIT D

                              RULES AND REGULATIONS

      The following  rules and  regulations  have been formulated for the safety
and  well-being  of all the tenants of the  Building  and the Complex and become
effective upon  occupancy.  Strict  adherence to these rules and  regulations is
necessary,  to  guarantee  that  each and  every  tenant  will  enjoy a safe and
unannoyed  occupancy.  Any repeated or  continuing  violation of these rules and
regulations by Tenant after notice from Landlord,  shall be sufficient cause for
termination of this Lease at the option of Landlord.

      Landlord may, upon request by any tenant, waive the compliance
by such tenant of any of the foregoing rules and  regulations  provided that (i)
no waiver shall be effective unless signed by Landlord or Landlord's  authorized
agent (.ii) any such waiver shall not relieve such tenant from the obligation to
comply with such rule or regulation in the future unless expressly  consented to
by Landlord,  and (iii) no waiver  granted to any tenant shall relieve any other
tenant from the obligation of enjoyment with the foregoing rules and regulations
unless such other tenant has received a similar waiver in writing from Landlord.

      1. The sidewalks,  entrances,  passages, courts, vestibules, or stairways,
or other parts of the Complex and the  Building not occupied by any tenant shall
not be obstructed or encumbered by any tenant or used for any purpose other than
ingress and egress to and from any tenant's  Premises.  Landlord  shall have the
right to control and operate the public  portions of the Complex,  the Building,
and the facilities  furnished for the common use of the tenants,  in such manner
as Landlord deems best for the benefit of the tenants generally. No tenant shall
permit  the visit to its  Premises  of  persons  in such  numbers  or under such
conditions  as to interfere  with the use and  enjoyment by other tenants of the
entrances,  corridors, elevators, and other public portions or facilities of the
Complex or the Building.

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

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

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

      5.  There  shall  be no  marking,  painting,  drilling  into or in  anyway
defacing any part of the  Premises,  the  Building,  or the Complex.  No boring,
cutting or stringing  or wires shall be  permitted.  No tenant shall  construct,
maintain,  use or operate  within its  Premises  or  elsewhere  within or on the
outside  of the  Building  or the  Complex,  any  electrical  device,  wiring or
apparatus  in  connection  with a loud  speaker  system  or other  sound  system
excepting any security or security related system.

      6. No animals,  birds or pets of any kind shall be brought into or kept in
or about the Premises unless  required under the "ADA",  and no cooking shall be
done or permitted by any tenant on its Premises except for a tenant's employee's
own use. No tenant shall cause or permit any unusual or  objectionable  odors to
be produced or permeate from its Premises.

      7. No tenant shall make, or permit to be made,  any unseemly or disturbing
noises  or  disturb  or  interfere  with  occupants  of this or any  neighboring
building or Premises or with any person having business with such occupants.  No
tenant shall throw anything out of the doors or windows or down the corridors or
stairs.

      8.  No  inflammable,   combustible,   or  explosive  fluid,   chemical  or
radioactive substance shall be brought or kept upon the Premises.

      9. Each tenant shall, upon termination of its tenancy, restore to Landlord
all keys and/or lock combinations of stores, offices,  storage, and toilet rooms
either furnished to, or otherwise  procured by, such tenant, and in the event of
the loss of any keys so furnished  such tenant shall pay to Landlord the cost of
replacement thereof.

      10.  All  removals,  or the  carrying  in or out  of any  safes,  freight,
furniture  or bulky matter of any  description  must take place during the hours
which Landlord or its Agent may determine from time to time.  Landlord  reserves
the right to exclude from the Premises all freight  which  violates any of these
Rules and  Regulations or the Lease of which these Rules and  Regulations  are a
part.

      11. Any person  employed  by any tenant to do  janitorial  work within its
Premises must obtain Landlord's  reasonable consent and such person shall comply
with all reasonable instructions issued by the superintendent of the Building or
the Complex. No tenant shall engage or pay any employees on its Premises, except
those actually working for such tenant on its Premises.

      12. No tenant shall  purchase  spring  water,  ice,  coffee,  soft drinks,
towels,  or other like  service,  from any  company or  persons  whose  repeated
violations of these Regulations have caused, in Landlord's reasonable opinion, a
hazard or nuisance to the Building, the Complex, and/or its occupants.

      13. Landlord  reserves the right to exclude from the Building at all times
any person who is known or does not properly identify himself to the management.
Landlord  may at its option  require  all  persons  admitted  to or leaving  the
Building and the Complex  between the ours of 6 p.m. and 8 a.m.,  Monday through

<PAGE>

Friday, and at all times on Saturday,  Sunday, and legal holidays,  to register.
Each tenant shall be  responsible  for all persons for whom he authorizes  entry
into or exit out of the Building and shall be liable to Landlord for all acts of
such persons.

      14. The  Premises  shall not be used for  lodging or  sleeping  or for any
immoral or illegal purpose.

      15. No Tenant  shall  occupy or permit any  portion of its  Premises to be
used or occupied for the possession,  storage,  manufacture,  or sale of liquor,
narcotics,  tobacco  in any form,  or as a barber  or  manicure  shop,  or as an
employment bureau,  unless said Tenant's lease expressly grants permission to do
so. No Tenant shall engage or pay any  employees on its  Premises,  except those
actually  working for such Tenant on said  Premises,  nor advertise for laborers
giving an address at said premises.

      16.  Landlord's  employees  shall not  perform  any work for  Tenant or do
anything outside of their regular duties,  unless under special instruction from
the management.

      17. Canvassing, soliciting, and peddling on the Premises is prohibited and
each Tenant shall cooperate to prevent the same.

      18. No water cooler, plumbing or electrical fixtures shall be installed by
any Tenant  without the prior written  consent of Landlord,  which consent shall
not be unreasonably withheld.

      19. There shall not be used,  either by any Tenant or by jobbers or others
in the  delivery  or receipt  of  merchandise,  any hand  trucks,  except  those
equipped with rubber tires and side guards.

      20. Where carpet is installed  over access  plates to  under-floor  ducts,
Tenant will be required,  at Tenant's expense,  to provide access to said access
plates when necessary.

      21.  Mats,  trash,  or other  objects  shall not be  placed in the  public
corridors.

      22.  Tenant  shall not  overload  the floors or exceed the  maximum  floor
weight  limits of the  Premises,  which  weight limit is seventy (70) pounds per
square foot.

      23. If Landlord designates a certain portion of parking areas for employee
parking,  Tenant  covenants  that it will require its  employees to park in such
area to the extent of spaces  available.  Landlord shall not be responsible  for
enforcing Tenant's parking rights against any third parties.

      24. Tenant  agrees not to operate any machinery in the Premises  which may
cause vibration or damage to the Premises; not to use a loudspeaker which can be
heard outside the Premises, or to extend curb service to customers.
<PAGE>

      25.   Landlord   hereby   designates  the  followings   days  as  holidays
(collectively, the "Holidays"), on the dates observed by the Federal government,
as applicable,  on which days services will not be provided and normal  Building
operating hours will not be followed:  New Year's Day, President's Day, Memorial
Day,   Independence   Day,  Labor  Day,   Thanksgiving  Day,  the  Friday  after
Thanksgiving,  Christmas  Day, and any other national  holiday  promulgated by a
Presidential Executive Order or Congressional Act.




<PAGE>
                                    EXHIBIT E

                            SITE PLAN OF THE COMPLEX



<PAGE>




                                    EXHIBIT F

                             RESERVED PARKING SPACES



<PAGE>



                                    EXHIBIT G

                             CLEANING SPECIFICATIONS



<PAGE>

                                    EXHIBIT H

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

         THIS  SUBORDINATION   NON-DISTURBANCE  AND  ATTORNMENT  AGREEMENT  (the
"Agreement") is made and entered into this the 3rd day of January,  2000, by and
among SOFTWARE  TECHNOLOGY,  INC., a Florida corporation  ("Tenant"),  and CROWN
LIFE INSURANCE COMPANY  ("Lender"),  and ENTERPRISE  CENTER LIMITED  PARTNERSHIP
NUMBER TWO, a Virginia limited partnership ("Landlord").

                                R E C I T A L S:

         WHEREAS,  Landlord  executed a Lease  dated as of  January 3, 2000,  in
favor of Tenant  (the  "Lease"),  covering a certain  Demised  Premises  therein
described  located on a parcel of real estate,  a legal  description of which is
attached hereto and  incorporated  herein by this reference as Exhibit "A" (said
parcel of real  estate and the Demised  Premises  being  sometimes  collectively
referred to herein as the "Property"); and

         AND WHEREAS Lender is the holder of a Deed of Trust which constitutes a
lien against the property  and was  recorded  December 16, 1988,  in the Clerk's
Office of the Circuit Court of Fairfax County,  Virginia in Deed Book 7223, Page
1478 (the "Mortgage");

         AND WHEREAS,  it is a condition  of the loan  secured by said  Mortgage
that the  Mortgage  shall  unconditionally  be and remain at all times a lien or
charge upon the  Property,  prior and superior to the Lease and to the leasehold
estate created thereby;

         AND WHEREAS,  the parties hereto desire to assure  Tenant's  possession
and  control  of the  Demised  Premises  under  the  Lease  upon the  terms  and
conditions therein contained;

         NOW,  THEREFORE,  for and in  consideration of the mutual covenants and
premises  herein and other good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged and agreed to by the parties hereto,
the parties hereto do hereby agree as follows:

                               A G R E E M E N T:

         1. The Lease is and shall be subject and  subordinate  to the Mortgage,
and to all renewals, modifications,  consolidations, replacements and extensions
thereof,  and  to all  future  advances  made  thereunder.  Notwithstanding  the
foregoing,  Tenant  agrees that at the option of the Lender,  upon notice to the
Tenant at any time and from time to time,  the Lease  shall be  superior  to the
Mortgage.  Such option of the Lender may be  exercised  an  unlimited  number of
times.

         2. Tenant  covenants and agrees with Lender that the Lease is presently
in good standing and in full force and effect and unmodified and that the Tenant
has  accepted  possession  of the  Demised  Premises  and that any  improvements
required  by the Lease to be made by the  Landlord  have been  completed  to the
satisfaction of the Tenant.
<PAGE>

         3.  Should  Lender  become  the owner of the  Property,  or should  the
Property  be sold by reason of  foreclosure,  or other  proceedings  brought  to
enforce the Mortgage,  or should the Property be  transferred by deed in lieu of
foreclosure,  or should any portion of the Property be sold under a trustee's or
judicial  sale or power of sale,  the Lease  shall  continue  in full  force and
effect as a direct  lease  between  the then owner of the  Property  and Tenant,
upon,  and subject to, all of the terms,  covenants and  conditions of the Lease
for the balance of the term thereof remaining,  including any extensions therein
provided.  Tenant does hereby  agree to attorn to Lender or to any such owner as
its landlord, and Lender hereby agrees that it will accept such attornment.

         4. Notwithstanding any other provision of this Agreement,  Lender shall
not be (a) liable for any  default of any  landlord  under the Lease  (including
Landlord),  accruing prior to the Lender  acquiring  title to the Property;  (b)
subject  to any  offsets or  defenses  which  have  accrued  prior to the Lender
acquiring  title to the Property , unless Tenant shall have  delivered to Lender
written  notice of the  default  which gave rise to such  offset or defense  and
permitted Lender the same right to cure such default as permitted Landlord under
the Lease;  (c) bound by any Rent that Tenant may have paid under the Lease more
than one month in advance;  (d) bound by any  amendment or  modification  of the
Lease hereafter made without Lender's prior written consent; (e) responsible for
the return of any security deposit delivered to Landlord under the Lease and not
subsequently received by Lender.

         5.  Tenant  shall give  written  notice to the Lender of any default of
Landlord  which would entitle  Tenant to cancel the Lease or reduce,  set-off or
abate the rent payable thereunder, and agrees that notwithstanding any provision
of the Lease, no notice of cancellation  thereof shall be effective and no right
of  set-off  shall be  exercised  unless  the  Lender  has  received  the notice
aforesaid  and has failed  within  thirty (30) days of the date  thereof to cure
same or, if the default cannot be cured within said thirty (30) days, has failed
to commence and to diligently  prosecute  the cure of  Landlord's  default which
gave rise to such right of cancellation or set-off.

         6. Should the Lender  acquire  possession of the Property,  it shall be
under no personal  liability with respect to any of the provisions of the Lease,
and if the Lender is in breach or default  with respect to its  obligations,  if
any,  under the Lease,  Tenant shall look solely to the equity of the Lender in,
and the income  arising  from,  the  Property for the  satisfaction  of Tenant's
remedies and in no event shall Tenant  attempt to secure or enforce any personal
judgment  against the Lender or against  any  employee or agent of the Lender by
reason of such default by the Lender.

         7. If Lender sends written notice to Tenant to direct its Rent payments
under the Lease to Lender instead of Landlord,  then Tenant agrees to follow the
instructions set forth in such written instructions and deliver Rent payments to
Lender,  whether  or not  Lender  takes  possession  of the  Property;  however,
Landlord and Lender agree that Tenant shall be credited  under the Lease for any
Rent payments received by Lender pursuant to such written notice.
<PAGE>

         8. In the  event  the  Lease  contains  a right of first  refusal  with
respect  to a sale  of the  Premises  or an  option  to  purchase  the  Premises
(collectively,  an "RFR/Option Proviso") such RFR/Option Proviso shall not apply
to any  foreclosure or  deed-in-lieu  of  foreclosure  relating to the Premises.
Moreover,  from and after any foreclosure or  deed-in-lieu of foreclosure,  said
RFR/Option Proviso shall automatically  terminate and be of no further force and
effect as if the RFR/Option Proviso had never been included in the Lease.

         9.  All  notices  which  may or are  required  to be  sent  under  this
Agreement shall be in writing and shall be sent by over-night messenger delivery
or first-class registered mail, postage prepaid,  return receipt requested,  and
sent to the party at the address  appearing  below or such other  address as any
party  shall  hereafter  inform the other party by written  notice  given as set
forth above:

                  TENANT:

                  Software Technology, Inc.
                  4100 Lafayette Center, Suite 200
                  Chantilly, Virginia  22021
                  Attention: Jim Campbell, Doug Shorter

                  LENDER:

                  Crown Life Insurance Company
                  Mortgage Department
                  1874 Scarth Street, Suite 1900
                  Regina, Saskatchewan
                  S4P 4B3

                  LANDLORD:

                  Enterprise Center Limited .Partnership Number Two
                  c/o ELV Associates, Inc.
                  3340 Peachtree Road, NE, Suite 2675
                  Atlanta, GA 30326
                  Attn: Ms. Theresa F. McLaughlin

All notices  delivered by mail as set forth above shall be deemed effective five
(5) days from the date  deposited in the Canadian or United  States mail, as the
case may be.

         10. This  Non-Disturbance  and Attornment  Agreement shall inure to the
benefit of and be binding upon the parties hereto, their successors in interest,
heirs and assigns and any subsequent owner of the Property.

         11.  Should any action or proceeding be commenced to enforce any of the
provisions of this  Non-Disturbance  and  Attornment  Agreement or in connection
with its  meaning,  the  prevailing  party in such action  shall be awarded,  in
addition to any other relief it may obtain,  its reasonable  costs and expenses,
including reasonable legal fees.
<PAGE>

         12. Tenant shall not be enjoined as a party/defendant  in any action or
proceeding  which may be  instituted  or taken by reason or under any default by
Landlord in the performance of the terms,  covenants,  conditions and agreements
set forth in the Mortgage.

         IN WITNESS WHEREOF, the parties hereto have caused this Non-Disturbance
and  Attornment  Agreement  to be  executed  as of the day and year first  above
written.

                          LENDER:

                          CROWN LIFE INSURANCE COMPANY


                          By:
                          Name:
                          Title:

                          By:
                          Name:
                          Title:

                          I/We have authority to bind the Corporation.

                          TENANT:

                          SOFTWARE TECHNOLOGY, INC.


                          By:
                          Name:
                          Title:

                          I/We have authority to bind the Corporation.

                          LANDLORD:

                          ENTERPRISE CENTER LIMITED .PARTNERSHIP NUMBER TWO


                          By:
                          Name:
                          Title:

                          I have  authority  to  bind the Corporation.



<PAGE>

                                    Exhibit A
                                       To
             Subordination, Non-Disturbance and Attornment Agreement

                                Legal Description

All that  certain  land  situate in the County of  Fairfax,  Virginia,  and more
particularly described as follows:

                                Legal Description
                                   Property of
                                Enterprise Center
                         Limited Partnership Number Two
                                  16.7493 Acres

                            Springfield Mag. District
                              Fairfax Co., Virginia


Beginning  at a point on the  easterly  right-of-way  line of  Lafayette  Center
Drive,  a 60 foot  wide  public  roadway,  said  point  being a corner  to other
property  of  Lafayette  Business  Center  Associates,  and said point being the
northwest  corner  of  the  herein  described  parcel;   Thence  departing  said
right-of-way  line north 58 degrees 27 minutes 29 seconds east for 44.01 feet to
a point;  Thence  north 40 degrees of 02 minutes 52 seconds east for 151.05 feet
to a point; Thence south 49 degrees 57 minutes 08 seconds east for 83.20 feet to
a point; Thence north 82 degrees 46 minutes 03 seconds east for 198.58 feet to a
point;  Thence south 64 degrees, 36 minutes 44 seconds east for 130.61 feet to a
point;  Thence  south 85 degrees 17 minutes 05 seconds  east for 73.25 feet to a
point;  Thence  north 07 degrees 00 minutes 58 seconds  east for 25.82 feet to a
point;  Thence  south 68 degrees 30 minutes 29 seconds east for 285.78 feet to a
point;  Thence  south 13 degrees 29 minutes 45 seconds east for 158.27 feet to a
point;  Thence  south 08 degrees 07 minutes 37 seconds  east for 64.34 feet to a
point;  Thence  south 27 degrees 57 minutes 46 seconds  east for 27.52 feet to a
point; Thence south 24 degrees 17 minutes 43 seconds west for 1084.00 feet, to a
point;  Thence  north 65 degrees 42 minutes 53 seconds west for 142.20 feet to a
point,  a corner to parcel 3;  Thence  with parcel 3 north 57 degrees 47 minutes
21,  seconds east for 15.00 feet to a point;  Thence north 10 degrees 45 minutes
45 seconds  west for 146.39 feet to a point;  Thence north 27 degrees 34 minutes
29 seconds  west for 115.45 feet to a point;  Thence north 43 degrees 52 minutes
36 seconds east for 57.56 feet to a point; Thence south 87 degrees 07 minutes 31
seconds  east for 95.49 feet to a point;  Thence  north 48 degrees 49 minutes 50
seconds  west  for  502.41  feet  to a  point  on  the  aforementioned  easterly
right-of-way line of Lafayette Center Drive;  Thence with said right-of-way line
north 24 degrees 43  minutes 39 seconds  east for 14.46 feet to a point;  Thence
with a curve to left  having a radius of 603.00  feet,  a chord and  bearing  of
north 09 degrees 46 minutes 59 seconds east for 311.01 feet; for an arc distance
of 314.56 feet to a point;  Thence with a curve to the right  having a radius of
25.00 feet,  a chord and bearing of north 37 degrees 16 minutes 25 seconds  east
for 33.77 feet,  for an arc  distance of 37.08 feet to a point on the  southerly
right-of-way  line of Technology  Court, a 60 foot wide public  roadway;  Thence
with said  right-of-way  line, north 79 degrees,  48 minutes 44 seconds east for
189.32 feet to point;  Thence with a curve to the right having a radius of 25.00
feet,  a chord and  bearing of south 76  degrees 55 minutes 47 seconds  east for
19.79 feet, for an arc distance of 20.34 feet to a point; Thence with a curve to
the left having a radius of 55.00 feet;  a chord and bearing of north 10 degrees
11 minutes 16 seconds west for 75.63 feet, for an arc distance of 262.19 feet to
a point on the northerly right-of-way line of said Technology Court; Thence with
said  right-of-way line with a curve to the right having a radius of 25.00 feet,
a chord and  bearing of south 56  degrees  30 minutes 10 seconds  west for 19.74
feet,  for an arc distance of 20.30 feet to a point;  Thence south 79 degrees 48
minutes 44 seconds  west for 189.32 feet to a point;  thence with a curve to the

<PAGE>

right  having a radius of 25.00 feet, a chord and bearing of north 57 degrees 41
minutes 58 seconds  west for 33.74 feet for an arc  distance  of 37.03 feet to a
point on the  aforementioned  easterly  right-of-way  line of  Lafayette  Center
Drive;  Thence  with said  right-of-way  line with a curve to the left  having a
radius of 603.00  feet,  a chord and  bearing  of north 23 degrees 22 minutes 34
seconds west for 171.30 feet, for an arc distance of 171.88 feet to the point of
beginning containing 16.7493 acres.