Exhibit 10.24








                               AGREEMENT OF LEASE


                                     between


                                  SUNTRUST BANK

                                   as Landlord


                                       and


                          NATURAL SOLUTIONS CORPORATION

                                    as Tenant











<PAGE>


<TABLE>
<CAPTION>
                              Crestar Bank Building
                                100 Volvo Parkway
                              Chesapeake, Virginia

Table of Contents                                               Page
<S>                                                             <C>
1.           Basic Lease Provisions                             1

2.          Premises                                            2

3.          Term                                                2

4.          Rent                                                3

5.          Acceptance of Premises                              4

6.          Use of Premises                                     4

7.          Parking Spaces                                      4

8.          Common Areas                                        4

9.          Services and Utilities                              5

10.         Tenant's Equipment and Alterations                  6

11.         Mechanics' and Other Liens                          7

12.         Insurance                                           7

13.         Building Repairs and Alterations                    8

14.         Maintenance of Premises; Surrender                  8

15.         Tenant's Property                                   8

16.         Rules and Regulations                               9

17.         Indemnification; Waiver of Subrogation              9

18.         Estoppel Certificate                                10

19.         Subordination                                       10

20.         Assignment and Subletting                           10
</TABLE>



<PAGE>


<TABLE>
<S>                                                             <C>
21.         Damage or Destruction                               11

22.         Eminent Domain                                      12

23.         Hazardous Materials                                 12

24.         Default; Remedies                                   13

25.         Access                                              15

26.         Force Majeure                                       15

27.         Quiet Enjoyment                                     16

28.         Miscellaneous Provisions                            16

29.         Expansion Space                                     18



                                List of Exhibits


Floor Plan of Premises and Expansion Space                      EXHIBIT A
Rules and Regulations                                           EXHIBIT B
Janitorial Services                                             EXHIBIT C
</TABLE>



<PAGE>



AGREEMENT OF LEASE

            THIS AGREEMENT OF LEASE ("this Lease"),  dated as of the 10th day of
January,  2000, by and between SUNTRUST BANK, a Georgia banking corporation (the
"Landlord"),  and  NATURAL  SOLUTIONS  CORPORATION,  a Nevada  corporation  (the
"Tenant"), provides:

            THAT for and in consideration of the mutual covenants and conditions
set forth  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are acknowledged,  the Landlord and the Tenant hereby agree
as follows:

1.   Basic Lease  Provisions.  The following  shall  constitute the basic terms,
     definitions and provisions of this Lease:

     (a)  Premises:  Approximately  2,399  rentable  square feet of office space
designated  as Suite 200 and located on the second (2nd) floor of the  Building,
as more particularly shown in red on the floor plan attached hereto as Exhibit A
(the "Premises").

     (b)  Building:   Crestar  Bank  Building  located  at  100  Volvo  Parkway,
Chesapeake, Virginia 23320 (the "Building").

     (c) Term:  Initial Term: Five (5) Lease Years and four (4) months.  Renewal
Term: Five (5) Lease Years.

     (d) Commencement January 15, 2000 (the "Commencement Date").
         Date:


     (e) Expiration May 14, 2005 (the "Expiration Date").
         Date:

     (f) Rent:  $33,586.00 per year (which equates to $14.00 per rentable square
foot in the  Premises)(the  "Rent"),  payable in equal monthly  installments  of
$2,798.83 per month,  subject to an annual escalation of three percent (3%) each
Lease Year (the "Annual Escalation").

            Based upon the  foregoing,  the Rent  payable  hereunder  during the
initial Term of this Lease shall be as follows:

<TABLE>
<S>                  <C>                 <C>
Lease Year             Annual Rent        Monthly Installment
----------------     ---------------     -----------------------
First                  $33,586.00              $2,798.83
Second                 $34,593.58              $2,882.80
Third                  $35,631.39              $2,969.28
Fourth                 $36,700.33              $3,058.36
Fifth                  $37,801.34              $3,150.11
Sixth (Partial)        $38,935.38              $3,244.62
</TABLE>



<PAGE>



     (g)         Landlord's             SunTrust Bank
                 Notice Address:        919 East Main Street
                                        Richmond, Virginia 23219
                                        Attn: SunTrust Real Estate Corporation

     (h)         Tenant's               Natural Solutions Corporation
                 Notice Address:        977 Centerville Turnpike, SHB 202
                                        Virginia Beach, Virginia 23463
                                        Attn:  Michael Klansek, CFO

     (i)         Security Deposit:      $8,396.49.

2.   Premises.  The Landlord leases to the Tenant, and the Tenant rents from the
     Landlord, the Premises,  together with the non-exclusive license to use, in
     common  with  others,  all  common  areas of the  Building,  including  the
     lobbies, stairways,  restrooms,  parking areas and sidewalks that serve the
     tenants of the  Building  (the  "Common  Areas"),  subject to the terms and
     conditions set forth herein.

3.   Term.

     (a) Initial  Term.  The term of this Lease shall be for the number of Lease
Years and  calendar  months  indicated  in Section  1(c) hereof (the "Term") and
shall commence on the  Commencement  Date and expire on the Expiration Date. The
term  "Lease  Year,"  as  used  herein,  shall  mean a  period  of  twelve  (12)
consecutive  full  calendar  months.  The first  Lease Year  shall  begin on the
Commencement  Date and end on the last day of the twelfth  (12th) full  calendar
month after the Commencement  Date. Each succeeding Lease Year shall commence on
each successive  anniversary of the first Lease Year. If the  Commencement  Date
occurs on a date other than the first  (1st) day of a  calendar  month,  (i) the
first (1st) Lease Year shall  include  the  remainder  of the month in which the
Commencement  Date occurs and the following twelve (12) successive full calendar
months and (ii) each  succeeding  Lease Year shall  commence on each  successive
anniversary of the first (1st) day of the first (1st) calendar month immediately
succeeding the month in which the Commencement Date occurs.

     (b) Renewal Term. Provided the Tenant is not in default under the terms and
provisions of this Lease and this Lease is in full force and effect,  the Tenant
shall have the option to renew the Term of this Lease for the  renewal  term set
forth in Section 1(c) above.  The Tenant may exercise  the  foregoing  option to
renew by providing the Landlord with written notice thereof no later than ninety
(90) days prior to the expiration date of the initial Term of this Lease. In the
event the Tenant exercises the foregoing option to renew the Term of this Lease,
all of the terms and provisions of this Lease shall apply for such renewal term,
with the exception that (i) the Tenant shall not have the right to further renew
the Term hereof, and (ii) the annual Rent payable during such renewal term shall
continue  to be  adjusted  annually  during  such  renewal  term as set forth in
Section 4(a) below.

4.   Rent.

     (a) Amount of Rent.  The Tenant  shall pay the Rent for the Premises in the
amount set forth in Section  1(f)  hereof.  On the first day of the second (2nd)


<PAGE>



Lease Year and  annually  thereafter  during the initial and any renewal Term of
this Lease,  the annual Rent payable by the Tenant  hereunder shall be increased
by the amount of the Annual  Escalation set forth in Section 1(f) hereof. If the
Commencement  Date occurs on a date other than the first (1st) day of a calendar
month, the Tenant shall pay to the Landlord a pro-rated  portion of the Rent for
the  number  of days  between  the  Commencement  Date  and the  last day of the
calendar  month  in  which  the  Commencement  Date  occurs,  both  dates  being
inclusive.

     (b) Payment.  Monthly  installments of the Rent shall be payable in advance
on the first day of each calendar month during the Term hereof without notice or
demand and without setoff or deduction.

     (c) Place of Payment. The Tenant shall pay the Rent and other charges to be
paid by the Tenant  hereunder to the Landlord at SunTrust Bank,  Tenant Rent HDQ
8614,  P.O.  Box  26665,  Richmond,   Virginia  23261-6665,  or  to  such  other
individual,  firm or corporation and at such other place as may be designated in
writing by the Landlord.

     (d)  Additional  Rent.  All amounts and charges (if any) in addition to the
Rent  required  to be paid by the Tenant  under this Lease shall be deemed to be
additional rent (the  "Additional  Rent").  The Additional Rent shall be due and
payable  along  with  the  next  monthly  installment  of Rent  due and  payable
hereunder;  provided,  however, that nothing herein contained shall be deemed to
suspend or delay the time for any payment to be made by the Tenant  hereunder or
to limit any other remedy of the Landlord.

     (e) Late Charge.  If any payment of Rent or Additional Rent is not received
by the Landlord within ten (10) days after the same is due, the Tenant shall pay
a late charge of five percent (5%) of the overdue amount to the Landlord.

     (f) Rent  Abatement.  Notwithstanding  anything to the  contrary  contained
herein,  the Rent  shall be  abated  for a period of four (4)  months  after the
Commencement  Date and the Tenant  shall have no  obligation  to pay Rent during
such  period.  It is the  intent  of the  parties  hereto  that in the event the
Commencement  Date occurs on January 15, 2000,  the Tenant's  obligation  to pay
Rent hereunder  shall not commence until May 15, 2000. The first  installment of
Rent  payable  hereunder  by the Tenant shall be due and payable on June 1, 2000
and shall be  comprised  of a pro-rated  portion of the Rent for the period from
May 15, 2000 to May 31, 2000 and the entire monthly  installment of Rent for the
month of June, 2000.

5.   Acceptance of Premises.  The Tenant hereby acknowledges and agrees that the
     Premises  are  being  rented  to the  Tenant  in their  "AS IS,  WHERE  IS"
     condition  and  without  any  representation  or  warranty.  To the  actual
     knowledge  of  William B.  Corbin,  Vice  President  of the  Landlord,  the
     Landlord  has not received  any written  notice that the Building  does not
     comply with the  applicable  building  and  occupancy  codes from any local
     governmental authority having jurisdiction over the Building.

6.   Use of  Premises.  The Tenant  shall use the  Premises  solely for  general
     office purposes.  The Tenant shall not use or permit or suffer the Premises
     to be used for any other purpose  without the prior written  consent of the



<PAGE>



Landlord,  which may be withheld in the Landlord's sole discretion.  In addition
to the  foregoing,  the  Tenant's use of the Premises and the Common Areas shall
not impair or interfere  with the  Landlord's  operation  of the branch  banking
facility in the Building.

7.   Parking  Spaces.  The  parking  spaces  located  adjacent  to the  Building
     (specifically  excluding,  however,  the parking  spaces  reserved  for the
     branch banking  facility located in the Building) are for the use in common
     by the tenants of the Building on a non-exclusive  basis.  The Landlord and
     the Tenant agree that as of the date hereof the number of available parking
     spaces are sufficient  for the tenants of the Building and their  employees
     and clients/customers. However, the Landlord reserves the right at any time
     and from time to time after the date  hereof to (i)  allocate  the  parking
     spaces  among the tenants or for any one tenant of the  Building  and their
     employees and  clients/customers,  in which event nine (9) such spaces will
     be allocated to the Tenant, and (ii) designate employee parking areas.

8.   Common Areas.  All of the Common Areas shall at all times be subject to the
     exclusive  control and  management of the Landlord.  As provided in Section
     16, the  Landlord  has  established,  and shall have the right from time to
     time to modify (upon  reasonable  prior  notice to the Tenant),  reasonable
     rules and regulations with respect to the Building and the Common Areas. In
     addition,  the  Landlord  shall have the right to  construct,  maintain and
     operate lighting facilities in or on the Common Areas; to police the Common
     Areas;  from time to time to change the area and  arrangement of the Common
     Areas; to close  temporarily all or any portion of the Common Areas; and to
     do and perform such other acts in and to the Common Areas as the  Landlord,
     in its sole reasonable discretion,  shall deem advisable. In the event of a
     diminution  of the Common Areas,  the Landlord  shall not be subject to any
     liability  nor  shall  the  Tenant  be  entitled  to  any  compensation  or
     diminution or abatement in the payment of the Rent hereunder.  The Landlord
     agrees to exercise  reasonable  efforts to minimize any  disruption  to the
     Tenant's  access to or use and enjoyment of the Premises in connection with
     the exercise of the Landlord's rights under this Section.

9.   Services and Utilities.

     (a) Services.  The Landlord  agrees to provide (at the  Landlord's  expense
unless otherwise provided) the following services to the Tenant during the Term:

          (i) Hot and cold water and lavatory supplies,  it being understood and
     agreed that hot and cold water shall be furnished  by the Landlord  only at
     those points of supply provided for the general use of the Building.

          (ii)  Heating  and air  conditioning,  in  season,  controlled  by the
     Tenant,  provided that both parties acknowledge and agree that the Tenant's
     normal hours of operation  shall be Monday through Friday from 8:00 a.m. to
     6:00 p.m. and on Saturday  from 8:00 a.m. to 1:00 p.m.,  but not on Sundays
     or legal  holidays,  but that the  Tenant  shall  have the right to use the
     Premises at all times during the Term.

          (iii)  Maintenance,  painting  and electric  lighting  service for the
     Common Areas.



<PAGE>



          (iv) Electricity in such capacities to furnish sufficient  electricity
     for the ordinary office equipment and lighting  requirements of the Tenant.
     If any element of the Tenant's  equipment  shall cause the Tenant's  demand
     for  electricity  to exceed  ordinary  business usage (as determined in the
     reasonable  discretion of the Landlord),  the Tenant shall pay for the cost
     of such excess  electricity  at the rate charged by the public  utility for
     furnishing such excess.

          (v) Janitorial services as described on Exhibit C attached hereto.

     (b)  Reduction  of  Electricity.  If  any  law,  regulation,  executive  or
administrative order requires that the Landlord or the Tenant reduce or maintain
at a certain  level the  consumption  of  electricity  for the  Premises  or the
Building  which  affects the  heating,  air  conditioning,  lighting or hours of
operation  of the  Premises or the  Building,  the Landlord and the Tenant shall
each  adhere  to  and  abide  by  such  laws,   regulations   or   executive  or
administrative orders without any reduction in the Rent hereunder.

     (c) Failure to Provide  Services.  Failure by the Landlord to any extent to
furnish the services  provided  above, or any cessation  thereof  resulting from
causes beyond the control of the Landlord,  shall not render the Landlord liable
for damages to either  person or  property,  be  construed as an eviction of the
Tenant, work an abatement of rent, or relieve the Tenant from fulfillment of any
covenant or agreement  hereof.  If any  equipment  or machinery  provided by the
Landlord  ceases to  function  properly  and the  Tenant  has  actual  knowledge
thereof, the Tenant shall provide written notice thereof to the Landlord and the
Landlord shall use reasonable  diligence to thereafter repair the same promptly,
but the Tenant  shall have no claim for  abatement of rent or damages on account
of any interruption in service  occasioned thereby or resulting  therefrom.  The
Landlord agrees to exercise reasonable efforts to minimize any disruption to the
Tenant's  access to or use and  enjoyment of the  Premises  during the repair of
such equipment or machinery.

10.  Tenant's Equipment and Alterations.

     (a) Equipment.  The Tenant shall not install in the Premises any additional
electrically  operated  equipment or other  machinery,  other than  ordinary and
customary office equipment, without first obtaining the prior written consent of
the Landlord,  not to be  unreasonably  withheld.  The Landlord may withhold its
consent in its  reasonable  discretion or may condition its consent upon payment
by the Tenant of Additional Rent as compensation  for additional  consumption of
electricity  or water.  The Tenant  shall not install any  additional  equipment
which will necessitate any changes,  replacements or additions to, or changes in
the use of, the water system, heating system, plumbing system,  air-conditioning
system,  or  electrical  system in the  Premises or the Building  without  first
obtaining  the prior  written  consent of the  Landlord,  which the Landlord may
withhold in its reasonable discretion.

     (b) Alterations.  The Tenant shall not make any alterations,  additions, or
improvements  to the Premises  without the Landlord's  prior written  consent of
such  alterations,  additions or improvements  and the contractor or contractors
engaged by the Tenant to perform  such work.  All  alterations,  additions,  and
improvements  made to the  Premises  whether by the  Landlord  or by the Tenant,
except movable office furniture and equipment installed at the Tenant's expense,
shall be the property of the  Landlord and shall remain upon and be  surrendered
with the Premises at the termination or expiration of this Lease.


<PAGE>





     (c)  Signage.  The Landlord  reserves the right to determine  the number of
letters  allocated  to the  Tenant on the  tenant  directory  maintained  by the
Landlord on the first  floor of the  Building,  provided  such  directory  shall
contain at a minimum the name of the Tenant.  No sign,  advertisement  or notice
shall be used in the  Building  other  than  building  standard  tenant  signage
located  on office  doors or  immediately  adjacent  thereto on the walls in the
interior  hallways,  and then shall be of such  color,  size and  style,  and be
installed at the Tenant's expense by such party, as the Landlord may approve. If
the Tenant violates the foregoing, the Landlord may remove the violation without
liability, and may charge all reasonable costs and expenses incurred in so doing
to the Tenant as Additional Rent hereunder.

     (d) Removal.  Upon the  termination  or expiration of the Term,  the Tenant
shall (at the Tenant's sole expense)  remove all trade fixtures and  furnishings
installed by the Tenant in the Premises  which are not a part of the real estate
and surrender the Premises as provided hereinafter.  The Tenant shall repair all
damage  to the  Premises  caused by the  installation  or  removal  of any trade
fixtures  or  other   furnishings  or  any  such  alterations  or  improvements,
reasonable  wear and tear and casualty  loss  excepted.  All trade  fixtures and
furnishings which the Tenant has not removed prior to the expiration of the Term
shall, at the option of the Landlord, (i) become the property of the Landlord or
(ii) be removed  from the  Premises  and sold or stored at the  election  of the
Landlord,  and the Tenant  agrees to reimburse  the Landlord upon demand for all
reasonable  costs and  expenses  incurred by the  Landlord in moving,  removing,
selling or storing such personal property.

11.  Mechanics'  and Other  Liens.  The Tenant shall pay or cause to be paid all
     costs for work done by the Tenant or caused to be done by the Tenant on the
     Premises of a character which will or may result in liens on the Landlord's
     interest  therein and the Tenant shall keep the Premises  free and clear of
     all mechanic's liens and other liens on account of work done for the Tenant
     or  persons  claiming  under  the  Tenant.  The  Tenant  hereby  agrees  to
     indemnify, defend and save the Landlord harmless of and from all liability,
     loss,  damage,  costs or expenses  (including  reasonable  attorneys' fees)
     incurred  on  account  of any  claims  of any  nature  whatsoever  for work
     contracted  for by the Tenant,  or materials  or supplies  furnished to the
     Tenant,  including any lien claims of laborers,  materialmen or others.  In
     the event any such liens are recorded  against the Premises or the Building
     with respect to work contracted for by the Tenant or materials  supplied to
     or on behalf of the  Tenant,  the Tenant  shall  cause any such liens to be
     removed of record  within ten (10)  business  days  after  notice  from the
     Landlord.

12.  Insurance.

     (a) Tenant's Insurance. During the Term of this Lease, the Tenant shall, at
the Tenant's  expense,  insure the Premises and all activities  conducted by the
Tenant  in the  Building  under a  general  liability  insurance  policy  with a
combined  property  damage,  bodily injury and death liability limit of at least
$1,000,000.00 per occurrence and property damage insurance in an amount not less
than  $300,000.00.  Such policy of  insurance  shall name the  Landlord  and any
person or entity having an interest in the Building and designated in writing by
the Landlord as additional  insured  parties and shall contain a clause that the
insurer shall not cancel or change the terms of such  insurance  policy  without



<PAGE>



first  giving the  Landlord and such other person or entity at least thirty (30)
days'  prior  written  notice  thereof.  A copy of such  insurance  policy  or a
certificate of such insurance shall be delivered by the Tenant to the Landlord.

     (b) Prohibited Acts; Compliance with Laws. The Tenant shall not do or allow
to be done in or about  the  Premises  anything  which is  prohibited  under any
policy of insurance  carried by the Landlord  insuring against loss or damage by
fire or other  hazards.  The Tenant agrees that if the Tenant's use or occupancy
of the Premises causes the premium for such fire or other  insurance  carried by
the  Landlord  to be higher  than the  reasonable  premium  applicable  for such
insurance,  the Tenant shall pay the difference promptly upon demand therefor by
the Landlord.  The Tenant covenants and agrees that the Tenant shall comply with
all  laws,  statutes,   ordinances,   notices,  orders,  rules,  regulations  or
requirements  of any federal,  state or municipal  government or any department,
commission or board thereof or of the National Board of Fire Underwriters or any
body exercising  similar functions relating to the Tenant's use or manner of use
of the Premises.

     (c) Landlord's Insurance.  The Landlord agrees to maintain, at its expense,
an  appropriate  policy  of  casualty  insurance  on the  Building.  The  Tenant
acknowledges  that the Landlord shall not be responsible for carrying  insurance
of any kind on the Tenant's furniture and furnishings or the Tenant's equipment,
improvements  or trade  fixtures and that the Landlord shall not be obligated to
repair or replace  the same in the event of a fire or other  casualty  affecting
the Premises.

13.  Building  Repairs and Alterations.  The Landlord  reserves the right at any
     time to make  repairs and  alterations  to the  Building,  and to enter the
     Premises to take all necessary action to make such repairs and alterations.
     Such entry shall not be deemed to  constitute  an eviction of the Tenant or
     to give the Tenant any right to abatement of rent for loss or  interruption
     of the business of the Tenant.  The Landlord agrees to exercise  reasonable
     efforts to minimize any  disruption  to the  Tenant's  access to or use and
     enjoyment of the Premises during any such entry.

14.  Maintenance of Premises;  Surrender. The Tenant shall maintain the Premises
     and the fixtures and  equipment  located  therein and keep the same in good
     condition and repair  throughout the Term hereof,  reasonable wear and tear
     and casualty loss  excepted,  and at the  expiration of the Term or earlier
     termination of this Lease, the Tenant shall quit and surrender the Premises
     broom  clean and in good order and  condition,  ordinary  wear and tear and
     casualty loss excepted. The Tenant shall surrender to the Landlord all keys
     used in  connection  with the  Premises.  All damage to the Premises or the
     Building,  other  than  reasonable  wear  and  tear,  caused  by any act or
     omission of the Tenant,  and Tenant's  agents,  employees and  contractors,
     shall be repaired,  restored  and  replaced by the Tenant,  at the Tenant's
     sole expense, to the Landlord's reasonable satisfaction.

15.  Tenant's Property.

     (a)  Tenant's  Sole Risk.  All property of the Tenant kept or stored in the
Premises shall be kept or stored at the sole risk of the Tenant,  and the Tenant
shall  hold  the  Landlord  harmless  from any  claims,  loss,  cost or  expense
(including  reasonable  attorneys' fees) arising out of damage to such property,
except any damage caused by the willful act or gross negligence of the Landlord,
its  agents or  employees.  The  Landlord  shall not be liable for any injury or
damage  occurring  in the  Premises to any person or any property of the Tenant,
arising from any cause whatever.


<PAGE>



     (b)  Notification  of Fire or  Accident.  The  Tenant  agrees to notify the
Landlord  immediately of any fire or accident in the Premises or in the Building
and of any  defects  therein  or in any of the  fixtures  or  equipment  located
therein of which the Tenant has actual knowledge.

     (c) Taxes.  The Tenant shall be responsible  for and shall pay when due all
municipal,  county or state taxes assessed  during the Term against any personal
property of any kind, owned by or placed in the Premises by the Tenant.

16.  Rules and Regulations.  The rules and regulations attached to this Lease as
     Exhibit B, as amended and supplemented from time to time as provided below,
     are hereby made a part of this Lease.  The Tenant agrees to comply with and
     to observe all such rules and regulations.  Failure by the Tenant to comply
     with such rules and  regulations  shall  constitute a default by the Tenant
     under  this  Lease.  The  Landlord  reserves  the right to make  reasonable
     amendments  and  supplements  to such rules and  regulations.  The Landlord
     shall  give  the  Tenant  notice  in  writing  of any  such  amendments  or
     supplements  and the  Tenant  agrees  to  comply  with all such  rules  and
     regulations, as amended and supplemented.

17.  Indemnification; Waiver of Subrogation.

     (a)  Indemnification.  The Tenant agrees to indemnify and hold the Landlord
harmless from all claims,  actions,  damages,  liability and expense  (including
reasonable attorneys' fees) as a result of (i) any loss of life, personal injury
and damage to property  arising  from or out of any  occurrence  in or about the
Premises,  or the occupancy or use of the Premises,  or any part thereof, by the
Tenant,  and to the extent occasioned wholly or in part by any act or failure to
act by the Tenant, its agents,  contractors,  employees or lessees,  or (ii) any
failure by the Tenant to perform the Tenant's  obligations  under this Lease. If
the  Landlord,  without  fault on its  part,  is made a party to any  litigation
commenced by or against the Tenant,  the Tenant shall pay, and hold the Landlord
harmless  from,  all out of pocket  costs  and  expenses  (including  reasonable
attorneys'  fees) incurred by the Landlord in connection  with such  litigation.
The  Tenant  shall also pay all out of pocket  costs,  expenses  and  reasonable
attorneys'  fees that may be incurred by the Landlord in enforcing or attempting
to enforce the  covenants in this Lease.  The  provisions  of this Section 17(a)
shall survive the expiration or earlier  termination of this Lease. The Landlord
agrees to  indemnify  and hold the Tenant  harmless  from all  claims,  actions,
damages,  liability  and expense  (including  reasonable  attorneys'  fees) as a
result  of any loss of life,  personal  injury  and  damage to  property  at the
Building  to the extent  caused by the willful  act or gross  negligence  of the
Landlord, its agents and employees.

     (b) Waiver of  Subrogation.  Notwithstanding  any  provision  hereof to the
contrary,  the Landlord and the Tenant (on behalf of themselves and any insurer)
waive all claims,  demands or rights of indemnity  which either of them may have
against the other on account of damage to the  Premises,  the Building or to any
personal property located therein  resulting from fire or other  casualties,  no
matter  what the  cause  thereof  may be,  to the  extent  the loss or damage is
covered by the insurance  required to be carried  hereunder  and such  insurance
proceeds are actually  received.  The parties waive their respective  rights, as
set forth herein, because adequate insurance is to be maintained by each of them
to protect  themselves  against all such  casualties  and they have  obtained or
agree  to  obtain  from  their  insurance   carriers   appropriate   "waiver  of
subrogation" provisions in all such policies of insurance.


<PAGE>



18.  Estoppel  Certificate.  Within ten (10) days after the  Landlord's  request
     therefor,  the Tenant shall deliver in recordable form to the Landlord,  or
     to any party designated by the Landlord, a statement in writing certifying:
     (i) the  commencement  and expiration  dates of this Lease;  (ii) that this
     Lease is or is not in full force and  effect;  (iii) that the Tenant has or
     has not  accepted  the  Premises  and is or is not in  complete  possession
     thereof;  (iv) that this Lease has not been  modified or amended,  or if it
     has been,  stating the specific  modifications or amendments  thereto;  (v)
     that all  improvements to the Premises to be made by the Landlord have been
     fully completed in accordance with the applicable plans and  specifications
     or stating  specifically  any failure to complete such  improvements;  (vi)
     that,  as of the date of  certification,  the  Tenant has not paid rent for
     more than the  current  month or stating  the  amount of rent so paid;  and
     (vii) that,  to the best of the Tenant's  knowledge,  there are no defaults
     under this Lease,  nor defenses or offsets,  or, if there are any defaults,
     defenses or offsets  claimed,  stating the specific  defaults,  defenses or
     offsets so claimed by the Tenant.  Such  statement  shall include any other
     certification reasonably requested.

19.  Subordination.  This  Lease is  subject  and  subordinate  to all ground or
     underlying  leases (if any) and to all  mortgages  or deeds of trust and to
     all sale-leaseback or lease-leaseback  financing which may now or hereafter
     affect  this Lease,  the  Premises or the  Building,  and to all  renewals,
     replacements,  modifications  and extensions  thereof.  Although no writing
     shall be necessary to effect such subordination,  the Tenant agrees, within
     ten (10)  days  after  the  Landlord's  request  therefor,  without  charge
     therefor,  to execute such written  acknowledgment of such subordination as
     the Landlord may from time to time request. In the event of the termination
     of any  ground or  underlying  lease or the  exercise  of any power of sale
     under the  provisions  of any  mortgage  or deed of trust now or  hereafter
     encumbering the Premises, the Tenant agrees that the Tenant shall attorn to
     the lessor under the terminated lease or the purchaser at such sale and the
     Tenant shall  recognize  such lessor or purchaser as the Landlord under the
     terms of this Lease.

20.  Assignment and Subletting.

     (a) Consent  Required.  The Tenant shall not mortgage or assign this Lease,
in whole or in part,  nor sublet or allow any other  person or entity to use all
or any  portion  of the  Premises,  without  the prior  written  consent  of the
Landlord.  It is  agreed  that the  Landlord  may  withhold  its  consent  to an
assignment or sublease if the proposed  assignee or sublessee,  by the nature of
its business or  clientele,  will:  (i) increase the  utilization  of the Common
Areas;  (ii) affect the other tenants of the Building in a material adverse way;
(iii) require more parking  facilities  than the Tenant  requires;  (iv) require
specialized  equipment making necessary  alterations in the electric,  plumbing,
heating or other  utility  systems in the Premises or the  Building;  (v) if the
first mortgagee of the Building does not consent to such assignment or sublease;
or (vi) any other reason in the  Landlord's  discretion.  If the rent the Tenant
receives from any such assignee or subtenant for a given portion of the Premises
is greater  than that paid by the Tenant to the Landlord for the same portion of
the Premises,  the Tenant shall pay to the Landlord,  as Additional  Rent, fifty
percent (50%) of such difference.  Such Additional Rent shall be due and payable
on the  first  of each  month.  The  foregoing  prohibition  on  assignment  and
subletting shall be construed to include a prohibition against any assignment or
subletting  by operation  of law.  The consent by the Landlord to any  mortgage,
assignment  or  subletting  by the Tenant  shall not  constitute a waiver of the
requirement  for the Tenant to obtain the  Landlord's  consent to any subsequent
mortgage, assignment or subletting. If this Lease is assigned or if the Premises
or any portion thereof is sublet or occupied by any party other than the Tenent,


<PAGE>



the Landlord may collect rent from such party and apply the amount  collected to
the payment of Rent in accordance with the provisions hereof; provided, however,
that no such assignment,  subletting, occupancy or collection shall be deemed to
constitute a waiver of the prohibition  against assignment or subletting without
the prior  written  consent of the Landlord or the  acceptance  of any assignee,
subtenant  or  occupant  as a tenant or a release of the  Tenant  from the terms
hereof, and the Tenant shall not be released from performing any of the terms of
this Lease.  Notwithstanding  any assignment or sublease with the consent of the
Landlord,  the  Tenant  shall  remain  liable in  accordance  with the terms and
conditions  hereof and the Tenant shall not be released from  performing  any of
the terms, covenants and conditions of this Lease.

     (b)  Operation  of Law.  Any  transfer of the  beneficial  ownership of the
Tenant by sale,  bequest,  inheritance,  merger,  operation of law or otherwise,
that results in a change in the present  effective  control of the Tenant by any
person or persons owning a majority of such  beneficial  ownership of the Tenant
as of the date hereof,  shall  constitute  an assignment of this Lease and shall
require the Landlord's prior written consent as provided above.

21.  Damage or Destruction. If the Premises are damaged by fire, the elements or
     by accident, but are not thereby rendered untenantable, the Landlord shall,
     at its option,  cause such damage to be repaired  and the Rent shall not be
     abated.  If by  reason  of  such  occurrence,  the  Premises  are  rendered
     untenantable  in part only and the  remaining  portion of the  Premises are
     reasonably  adequate for the Tenant's business,  the Landlord shall, at its
     option,  cause such damage to be repaired,  and the Rent hereunder shall be
     abated  proportionately  based upon the  portion of the  Premises  rendered
     untenantable until such damage is repaired.  In no event shall the Landlord
     be  obligated  to  repair  or  replace  any  of  the  Tenant's   furniture,
     furnishings,  equipment, improvements or trade fixtures in the event of any
     such occurrence. If the Premises are rendered wholly untenantable by reason
     of such occurrence, the Landlord shall, at its option, cause such damage to
     be repaired,  and the Rent shall be abated in full until the Premises  have
     been restored and rendered tenantable,  unless within sixty (60) days after
     such  occurrence,  the Landlord gives the Tenant written notice that it has
     elected not to cause such damage to be repaired,  in which event this Lease
     and the  tenancy  hereby  created  shall  terminate  as of the date of such
     occurrence,  and the Rent shall be adjusted  as of such date.  In the event
     the  Landlord  elects to cause any such  damage to be  repaired as provided
     above and such repairs are not  substantially  completed within one hundred
     twenty (120) days after the date of the Landlord's election to proceed with
     such repairs,  subject to delays  permitted  under Section 26, the Tenant's
     sole remedy as a result  thereof shall be to elect to terminate  this Lease
     by providing  written notice thereof to the Landlord no later than ten (10)
     days after the expiration of such period.

22.  Eminent Domain. If all or part of the Premises is taken or condemned by any
     authority  or in the event of any  purchase  in lieu of any such  taking or
     condemnation, this Lease shall terminate as of the date on which the Tenant
     is  deprived  of  possession  of the  Premises.  Any award for the land and
     buildings  of which the Premises are a part and for damages to the residue,
     or any  negotiated  payment  by sale in lieu  thereof,  shall  be the  sole
     property of the Landlord, and the Tenant hereby assigns to the Landlord any
     and all right,  title and  interest  the Tenant may have in and to any such
     award or payment.  The Tenant,  however,  shall be entitled to claim, prove
     and receive in any  condemnation  proceeding,  or  negotiated  sale in lieu
     thereof, such separate awards or amounts as may be allowed or paid, if any,
     for moving expenses and for fixtures and other  equipment  installed by the
     Tenant, at the Tenant's  expense,  provided that any such awards or amounts
     are made by the condemnation  court or paid by the condemning  authority in



<PAGE>



     addition to the award made or amount paid to the  Landlord for all land and
     buildings, or parts thereof, taken, condemned or purchased.

23.  Hazardous  Materials.  The  Tenant  shall not cause or permit  the  escape,
     disposal  or  release of any  biologically  or  chemically  active or other
     hazardous  substances or materials.  The Tenant shall not allow the storage
     or use of such  substances or materials in any manner not sanctioned by law
     or by the highest standards  prevailing in the industry for the storage and
     use of such  substances  or  materials,  nor allow to be  brought  into the
     Premises or the Building any such materials or substances  except to use in
     the  ordinary  course of the  Tenant's  business,  and then only  after the
     Tenant's  receipt of prior  written  approval  thereof  from the  Landlord.
     Without limitation,  hazardous substances and materials shall include those
     described in the  Comprehensive  Environmental  Response,  Compensation and
     Liability  Act of 1980,  as amended,  42 U.S.C.  Section 9601 et seq.,  the
     Resource  Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901
     et seq., any applicable state or local laws and the regulations promulgated
     under those laws. If any lender or  governmental  agency shall ever require
     testing to ascertain whether or not there has been any release of hazardous
     substances  or materials and if such  requirement  applies to the Premises,
     then the costs  thereof  shall be  reimbursed by the Tenant to the Landlord
     upon demand as  Additional  Rent.  In addition,  the Tenant  shall  execute
     affidavits,  representations  and  the  like  from  time  to  time  at  the
     Landlord's  request  concerning  the  Tenant's  best  knowledge  and belief
     regarding the presence of hazardous substances or materials in the Premises
     and the  Building.  The  provisions  of this  Section 23 shall  survive the
     expiration or earlier termination of this Lease.

24.  Default; Remedies.

     (a)  Defaults.  The  occurrence  of  any  of  the  following  events  shall
constitute a default hereunder:

          (i)If the Tenant fails to pay any Rent or Additional  Rent on the date
     on which such payment is due;

          (ii)  If the  Tenant  fails  to  perform  any of  the  Tenant's  other
     obligations  under this Lease for a period of more than  fifteen  (15) days
     after  written  notice  of such  default  is given by the  Landlord  to the
     Tenant;

          (iii)If  the  Tenant  voluntarily   petitions  for  relief  under,  or
     otherwise  seeks  the  benefit  of,  any  bankruptcy,   reorganization,  or
     insolvency  law,  or makes an  assignment  of this Lease for the benefit of
     creditors;

          (iv) If a person or entity  other than the Tenant  files a  bankruptcy
     case or seeks the benefit of any bankruptcy,  reorganization  or insolvency
     law against the Tenant which is not dismissed  within sixty (60) days after
     filing;

          (v) If the  Tenant  makes any sale,  transfer,  assignment,  sublease,
     concession,  license,  or other  disposition  prohibited  under  Section 20
     hereof;

          (vi) If the Tenant shall do or permit to be done anything that creates
     a lien upon the  Premises,  the Building or the Common Areas and shall fail
     to  obtain  the  release  of any such  lien or bond  off any  such  lien as
     required herein; or



<PAGE>



          (vii) The  death or  disability  of the  Tenant,  if the  Tenant is an
     individual,  or the dissolution or termination of the Tenant, if the Tenant
     is a corporation, partnership or any other entity.

     (b) Remedies.  Upon the Tenant's  default  hereunder and  expiration of any
applicable  cure  period,  the  Landlord  may  exercise  any  one  or all of the
following remedies:

          (i)  Terminate the Tenant's  right to possession  under this Lease and
     reenter  and take  possession  of the  Premises,  remove  all  persons  and
     property  therefrom  and  store  such  property  in a public  warehouse  or
     elsewhere at the cost of, and for the account of, the Tenant,  and relet or
     attempt to relet the  Premises on behalf of the Tenant,  at such rental and
     upon such terms and  conditions as the Landlord may, in the exercise of the
     Landlord's reasonable  discretion,  deem best under the circumstances.  The
     Landlord  shall not be deemed to have  thereby  accepted a surrender of the
     Premises  and the  Tenant  shall  remain  liable  for all  rental and other
     charges due under this Lease and for all damages  suffered by the  Landlord
     because of the  Tenant's  breach of any of the  covenants of this Lease and
     all cost and  expenses  incurred  by the  Landlord in  connection  with any
     repossessing and reletting of the Premises,  including  without  limitation
     attorneys'  fees,  leasing  commissions  and the  costs of any  repairs  or
     alterations  to the  Premises.  The Tenant  shall pay to the  Landlord  the
     difference  between  the  foregoing  damages and  expenses  incurred by the
     Landlord and the net proceeds  (if any)  received by the Landlord  from any
     reletting  of the  Premises  on the  first  day of each  month  during  the
     remainder  of the  Term.  Any  suit  brought  by the  Landlord  to  enforce
     collection  of such  difference  for any one month shall not  prejudice the
     Landlord's  right to enforce the collection of any such  difference for any
     subsequent  month. No re-entry or taking  possession of the Premises by the
     Landlord  shall be  construed  as an election by the  Landlord to terminate
     this Lease unless written notice of such intention is given by the Landlord
     to the  Tenant  or this  Lease is  terminated  by an order or a decree of a
     court of competent  jurisdiction,  and no re-entry or taking  possession of
     the Premises by the Landlord or any other action taken by the Landlord,  as
     a result of any default of the Tenant,  shall  relieve the Tenant of any of
     the Tenant's  liabilities and  obligations  under this Lease whether or not
     the Premises are relet. At any time during such  repossession or reletting,
     the Landlord  may, by  delivering  written  notice to the Tenant,  elect to
     exercise its option under the following  subparagraph to accept a surrender
     of the Premises,  terminate and cancel this Lease and retake possession and
     occupancy of the Premises on behalf of the Landlord.

          (ii)  Declare this Lease to be  terminated,  and reenter upon and take
     possession  of the Premises  with notice to the Tenant,  whereupon the Term
     hereof  and all  right,  title,  and  interest  of the Tenant in and to the
     Premises shall  terminate.  Upon such  termination,  an amount equal to the
     present  value  (as of the  date of  such  termination)  of the  difference
     between all Rent that  otherwise  would have been  payable  throughout  the
     remainder  of the Term and the fair  market  rental  value of the  Premises
     during the same period shall be accelerated and become  immediately due and
     payable in full by the  Tenant to the  Landlord  as  Additional  Rent.  For
     purposes  of the  preceding  sentence,  present  value shall be computed by
     discounting  at a rate equal to one (1) whole  percentage  point  above the
     discount rate then in effect at the Federal  Reserve Bank of New York,  and
     fair market  rental  value  shall be  determined  by a real  estate  broker
     engaged by the Landlord (provided, however,  that in the event the Landlord


<PAGE>



     relets the Premises, the rental rate provided therein shall be deemed to be
     the fair market rental value).  Such termination shall be without prejudice
     to the  Landlord's  right to collect  from the  Tenant any and all  damages
     suffered by the  Landlord  because of the  Tenant's  breach of any covenant
     contained in this Lease.

          (iii) Exercise any and all rights,  remedies,  and privileges that the
     Landlord may have under applicable law or this Lease.

     (c) WAIVER OF JURY.  INSOFAR AS  PERMITTED  BY LAW,  THE  LANDLORD  AND THE
TENANT  HEREBY  EXPRESSLY  WAIVE  THE  RIGHT TO TRIAL BY JURY IN ANY  ACTION  OR
PROCEEDING OR COUNTERCLAIM  BETWEEN THE PARTIES HERETO,  OR THEIR  SUCCESSORS OR
PERMITTED ASSIGNS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE OR ANY
OF ITS PROVISIONS,  THE TENANT'S USE OR OCCUPANCY OF THE PREMISES,  AND/OR CLAIM
OF INJURY OR DAMAGE.

     (d) Landlord's Right to Cure. If the Tenant shall default in the observance
or  performance of any provision or covenant on the Tenant's part to be observed
or performed  under this Lease,  the Landlord (in addition to all other remedies
herein  or by law  provided)  may,  immediately  or at any time  thereafter  and
without  notice to the  Tenant,  perform the same for the account of the Tenant,
and if the Landlord makes any reasonable  expenditures or incurs any obligations
for the payment of money in connection therewith including,  but not limited to,
attorneys'  fees  in  instituting,   prosecuting  or  defending  any  action  or
proceedings,  such sums paid or  obligations  incurred,  with interest at twelve
percent  (12%) per annum,  shall be deemed to be Additional  Rent  hereunder and
shall be payable by the Tenant to the Landlord upon demand.

25.  Access. The Landlord and the Landlord's  agents,  employees and independent
     contractors shall have the right to enter the Premises,  at all times after
     reasonable  notice  (except in the event of an  emergency),  to examine the
     same and to show them to prospective  purchasers of the Building, or during
     the last six (6) months of the Term to prospective lessees of the Building,
     or any  portion  thereof.  If the Tenant is not  present to open and permit
     entry to the Premises at any time when for any reason entry is necessary or
     permissible  hereunder,  the  Landlord  may use a master  key to enter  the
     Premises.

26.  Force Majeure. If either party shall be delayed or hindered in or prevented
     from  performing any act required  hereunder by reason of Act of God, labor
     problems,  inability to procure  materials,  failure of power,  restrictive
     governmental laws or regulations,  riots, insurrection, war or other reason
     of a like nature not the fault of such party,  then the performance of such
     act by such  party  shall be  excused  for the  period of the delay and the
     period for the  performance  of any such act shall be extended for a period
     equivalent  to the  period  of such  delay;  provided,  however,  that  the
     foregoing  shall  not  apply  to any  monetary  obligations  of the  Tenant
     hereunder including, without limitation, the payment of the Rent.

27.  Quiet  Enjoyment.  Provided the Tenant is not in default in the performance
     of any of the Tenant's  obligations under this Lease, the Tenant shall have
     quiet and peaceful  possession  and  enjoyment of the Premises for the Term
     hereof subject, however, to the terms and provisions of this Lease.


<PAGE>





28.  Miscellaneous Provisions.

     (a)  Successors.  Subject to the  restrictions on assignment and subletting
set forth above, this Lease and the terms hereof shall be binding upon and inure
to the  benefit  of the  Landlord  and the Tenant  and their  respective  heirs,
personal representatives, successors and assigns.

     (b)  Non-Waiver.  The  failure  of either  party to insist  upon the strict
performance of any of the terms hereof shall not constitute or be construed as a
waiver of the other party's right to insist upon the strict  performance  of any
such terms  thereafter,  and such terms shall continue in full force and effect.
The payment of Rent by the Tenant or the receipt of Rent by the  Landlord,  with
knowledge  of the  breach of any term  herein  contained,  shall not be deemed a
waiver of such  breach.  No waiver of any  provision  hereof  shall be effective
unless set forth in a written instrument signed by the Landlord and the Tenant.

     (c) Notices.  All notices  required or  permitted by any  provision of this
Lease shall be in writing and shall be hand delivered or sent by certified mail,
return receipt  requested,  or by an express  overnight  delivery service to the
addressees  set forth in  Section  1  hereof.  Either  party  may,  at any time,
designate in writing a substitute  address for the address set forth above,  and
thereafter notices shall be directed to such substitute address.

     (d)  Exculpation.  In the event the Landlord sells,  transfers,  assigns or
otherwise  disposes of its interest in the Premises,  the Landlord shall have no
liability  to the Tenant under this Lease for any  breaches  arising  after such
disposition,  all of which shall remain the liability of the transferee.  In the
event of a breach by the Landlord of any of its obligations  hereunder and, as a
result thereof,  the Tenant recovers a monetary  judgment  against the Landlord,
such judgment  shall be satisfied  solely from the equity of the Landlord in the
Building.

     (e) Titles.  The titles and paragraph headings used herein are for purposes
of convenience only and shall not be construed to limit or extend the meaning of
any part of this Lease.

     (f)  Applicable  Law.  This Lease  shall be governed  by and  construed  in
accordance  with the laws of the  Commonwealth  of  Virginia  without  regard to
conflict of laws principles.

     (g) Entire Agreement.  This Lease contains the entire agreement between the
Landlord  and  the  Tenant   relating  to  the  Premises  and   supersedes   all
negotiations,  understandings  and  agreements,  written  or oral,  between  the
parties.  Except for amendments and  supplements to the rules and regulations as
permitted by Section 16, this Lease shall not be amended or modified  unless set
forth in a written instrument signed by the Landlord and the Tenant.

     (h) Brokers.  The Landlord and the Tenant  represent  and warrant that they
have not engaged the services of, and are not liable to, any real estate  agent,
broker,  finder or any other person or entity for any brokerage or finder's fee,
commission or other amount with respect to this Lease, except for Harvey Lindsay


<PAGE>



Real Estate (the "Broker") and Robinson Sigma (the  "Cooperating  Broker").  The
Landlord  agrees  to pay any  commission  due to the  Broker as a result of this
Lease pursuant to the terms of a separate agreement between the landlord and the
Broker. The Broker shall be solely responsible for the payment of any commission
due to the  Cooperating  Broker as a result of this Lease.  The Landlord and the
Tenant each agree to indemnify,  defend and hold the other harmless  against all
loss,  liability and expense (including  reasonable  attorneys' fees and related
legal  costs)  suffered  by  either  party  due to a  breach  of  the  foregoing
representation, covenant and warranty.

     (i) Holding Over. If the Tenant should remain in possession of the Premises
after the expiration of the Term or other  termination of this Lease without the
execution  by  the  Landlord  and  the  Tenant  of a  new  lease  or  a  written
modification of this Lease,  then the Tenant shall be deemed to be occupying the
Premises as a tenant-at-sufferance, subject to all the covenants and obligations
of this  Lease and at an annual  rent of 150% of the Rent in effect  immediately
prior to such expiration or termination.  Such holding over shall not extend the
Term.

     (j)  Partial  Invalidity.  If any  provision  of this  Lease is  invalid or
unenforceable to any extent,  then the remainder of this Lease shall continue in
full force and effect and be enforceable to the fullest extent permitted by law.

     (k) Authority.  Each of the parties hereto  represents and warrants that it
is authorized to enter into this Lease,  that the person executing this Lease on
its behalf is duly  authorized  to execute and deliver  this Lease,  and that no
additional  approvals or consents  are  necessary or required to enter into this
Lease.

     (l) Liability.  If the definition of the "Tenant" hereunder is comprised of
more than one person,  corporation,  partnership or other entity,  then each and
every  person,  corporation,  partnership,  and other entity so  comprising  the
Tenant shall be jointly and severally liable hereunder for the full and faithful
performance of all the  provisions,  conditions  and covenants  binding upon the
Tenant hereunder.

     (m) Security  Deposit.  Upon the execution of this Lease, the Tenant agrees
to deposit with the Landlord  the Security  Deposit to be held by the  Landlord,
without  interest,  as security for the payment of the Rent and the  performance
and observance by the Tenant of all the covenants,  agreements and conditions of
this Lease on the part of the Tenant to be performed and  observed.  If an event
of default occurs hereunder,  the Landlord may use, apply or retain the whole or
any part of the Security Deposit,  for the payment of (i) any Rent or additional
charges due hereunder which the Tenant may not have paid or which may become due
after the  occurrence  of such event of  default,  (ii) any sum  expended by the
Landlord on the Tenant's behalf in accordance with the provisions of this Lease,
or (iii) any  reasonable  sum which the  Landlord  may expend or be  required to
expend by reason of the Tenant's default, including damages or deficiency in the
reletting of the  Premises.  The use,  application  or retention of the Security
Deposit,  or any portion thereof, by the Landlord shall not prevent the Landlord
from  exercising any other right or remedy  provided by this Lease or by law and
shall not operate as a  limitation  on any  recovery to which the  Landlord  may
otherwise be entitled.  If any portion of the Security Deposit is used,  applied
or retained by the Landlord for the purpose set forth above,  the Tenant agrees,



<PAGE>



within ten (10) days after a written demand therefor is made by the Landlord, to
deposit cash with the Landlord in an amount  sufficient  to restore the Security
Deposit to its original amount.  If the Tenant shall fully and faithfully comply
with all of the provisions of this Lease, the Security  Deposit,  or any balance
thereof,  shall be  returned  to the Tenant  within  thirty  (30) days after the
expiration  of the Term  hereof,  without  interest.  In the absence of evidence
satisfactory to the Landlord or any permitted assignment of the right to receive
the Security Deposit, or the remaining balance thereof,  the Landlord may return
the same to the original  Tenant  regardless of one or more  assignments  of the
Tenant's interest in this Lease or the Security Deposit. In such event, upon the
return of the Security Deposit (or balance thereof) to the original Tenant,  the
Landlord shall be completely  relieved of liability  under this Section.  In the
event of a transfer of the  Landlord's  interest in the  Premises,  the Landlord
shall have the right to transfer the Security Deposit to the transferee thereof.
In  such  event,  upon  the  delivery  by the  Landlord  to the  Tenant  of such
transferee's  written  acknowledgement  of its receipt of such Security Deposit,
the  Landlord  shall be deemed  to have been  released  by the  Tenant  from all
liability  or  obligation  for  the  return  of the  Security  Deposit  and  the
transferee shall be bound by all provisions of this Lease relating to the return
of the Security Deposit.

29.  Expansion Space.

          (i) Right of First Refusal.  The Landlord agrees that in the event the
     Landlord  receives a bona fide offer from a third  party that the  Landlord
     intends to accept  (an  "Offer")  to rent all (but not a  portion)  of that
     certain office space containing approximately 1,570 rentable square feet of
     space on the second floor of the Building,  as more  particularly  shown in
     green on the  floor  plan  attached  hereto as  Exhibit  A (the  "Expansion
     Space"),  and  provided  the Tenant is not in  default  under the terms and
     provisions  of this Lease and this Lease is in full force and  effect,  the
     Tenant  shall  have  the one  time  right of  first  refusal  to lease  the
     Expansion Space on the same terms and conditions as set forth in this Lease
     (including,  without  limitation,  at an annual  rent equal to the Rent per
     rentable square foot then being paid by the Tenant under this Lease for the
     Premises).  The  Landlord  shall  notify  the  Tenant  in  writing  of  the
     Landlord's  receipt of an Offer and the Tenant  shall have a period of five
     (5)  business  days after  receipt of such notice to elect to exercise  its
     right of first refusal by providing written notice thereof to the Landlord.
     In the event the Landlord has not received such written  notice of exercise
     from the  Tenant  prior to the  expiration  of such five (5)  business  day
     period,  the Tenant's right of first refusal hereunder shall  automatically
     terminate and be null and void.

          (ii) Option to Lease. Provided (i) the Tenant's right of first refusal
     with respect to the Expansion  Space has not been terminated as provided in
     subsections  (a) or (c) hereof and (ii) the Tenant is not in default  under
     the terms and  provisions of this Lease and this Lease is in full force and
     effect,  the Tenant  shall have the one time option to lease the  Expansion
     Space  on the  same  terms  and  conditions  as set  forth  in  this  Lease
     (including,  without  limitation,  at an annual  rent equal to the Rent per
     rentable square feet then being paid by the Tenant under this Lease for the
     Premises), by providing five (5) business days prior written notice thereof
     to the  Landlord  at  any  time  during  the  Term.  The  Tenant  expressly
     acknowledges  and  agrees  that its  option  to lease the  Expansion  Space
     pursuant to this subsection (b) shall  automatically  terminate and be null
     and void upon any  termination of the Tenant's right of first refusal under
     subsections  (a) or (c) hereof or as otherwise  provided in subsection  (c)
     below.



<PAGE>



          (iii) Amendment to Lease.  In the event the Tenant properly  exercises
     its right of first  refusal  or its  option to lease  the  Expansion  Space
     hereunder, the Landlord shall prepare and the Tenant shall promptly execute
     an  amendment  to this  Lease  which  shall  provide  as  follows:  (i) the
     incorporation  of the Expansion Space into the Premises  leased  hereunder;
     (ii) an  increase  in the  amount of the Rent  payable  under this Lease as
     provided above;  (iii) a tenant  improvement  allowance by the Landlord for
     the Expansion Space in the amount of $10.00 per rentable square foot in the
     Expansion  Space in the event the remaining  Term of this Lease is four (4)
     or more Lease Years or in the amount of $8.00 per  rentable  square foot in
     the event the  remaining  Term is at least three (3) but less than four (4)
     Lease Years or in the amount of $6.00 per rentable square foot in the event
     the remaining  Term is at least two (2) but less than three (3) Lease Years
     or in the  amount  of $4.00  per  rentable  square  foot in the  event  the
     remaining Term is at least one (1) but less than two (2) Lease Years;  (iv)
     the  commencement  date for the lease of the Expansion  Space shall be upon
     the substantial  completion and acceptance by the Tenant,  which acceptance
     shall not be unreasonably  withheld or delayed,  of the tenant improvements
     (if any) to the Expansion  Space;  and (v) such other  provisions as may be
     required by the Landlord that are consistent  with the  provisions  hereof.
     The  Landlord  shall  have the right to rescind  and  cancel  the  Tenant's
     exercise of its right of first  refusal or option  hereunder  if the Tenant
     fails to execute and return the foregoing  amendment to the Landlord within
     twenty (20) business days after receipt thereof,  in which event such right
     of first refusal and option  granted hereby shall  automatically  terminate
     and be null and void.


NOTICE:  THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR AN ACCEPTANCE OF AN OFFER
TO LEASE THE  PREMISES.  THIS  DOCUMENT  SHALL NOT BE  BINDING  ON ANY PERSON OR
ENTITY  UNLESS AND UNTIL IT IS DULY  EXECUTED  BY,  DELIVERED TO AND ACCEPTED BY
EACH PARTY TO THIS DOCUMENT.

            IN WITNESS  WHEREOF,  the  Landlord  and the Tenant have caused this
Lease to be executed on their behalf by their duly authorized representatives as
of the date set forth above.

LANDLORD:
SUNTRUST BANK

By: /s/ William B. Corbin
---------------------------------
William B. Corbin
Vice President
Federal ID No.: 58-0466330

TENANT:
NATURAL SOLUTIONS CORPORATION

By:/s/ Michael Klansek
--------------------------------
Title: Chief Financial Officer
Federal ID No.: 88-0367024


<PAGE>




                                    EXHIBIT A

                 [Attach Floor Plan Showing Premises in Red and
                            Expansion Space in Green]







<PAGE>



                                    EXHIBIT B

                              Rules and Regulations



1.   The Common Areas shall be under the  exclusive  control of the Landlord and
     shall not be  obstructed  or used by the Tenant for any purpose  other than
     their intended purposes.


2.   The Tenant shall not bring into the Premises or operate therein any engine,
     boiler, dynamo or machinery of any kind (except for small business machines
     and equipment),  or carry on any mechanical  operations in the Premises, or
     place any explosive  therein,  or use any kerosene,  oils or burning fluids
     therein, without first obtaining the written consent of the Landlord.


3.   If the Tenant  desires a safe for depositing  valuables or securities,  the
     Landlord  shall have the right to  prescribe  its  weight,  size and proper
     position.  Nothing  whatsoever  shall be brought  into the  Building by the
     Tenant,  its agents,  employees or visitors which has a weight of more than
     70 pounds per square foot, unless the Landlord approves same and its proper
     position.


4.   The  Premises  are not to be defaced in any way,  no boring or cutting  for
     wires or other purposes is to be done,  and no change in electric  fixtures
     or other appurtenances of the Premises is to be made, without prior written
     consent of the Landlord.


5.   If the Tenant desires  telephonic or electronic  connections,  the Landlord
     will  direct  the  electricians  as to where  and how the  wires  are to be
     introduced, and without such written directions no boring for wires will be
     permitted.


6.   The  Premises  shall not be used for the  purpose of  lodging  or  sleeping
     rooms,  nor in any way to damage the  reputation of the  Building;  and the
     Tenant shall not disturb or permit the  disturbance of other tenants of the
     Building  by the use of musical  instruments  or other  noises,  nor by any
     interface whatsoever. Nothing shall be placed or permitted upon the outside
     window sills of the Building.


7.   No person or  persons,  other  than  employees  of the  Building,  shall be
     employed  by the Tenant for the  purpose of  cleaning or taking care of the
     Premises without the written consent of the Landlord. Any person or persons
     so employed by the Tenant (with the written  consent of the Landlord) shall
     be subject to, and under the control and  direction  of the Landlord in the
     use of the Building and its facilities.


8.   The  Landlord  shall have the right to  exclude or eject from the  Building
     animals of every kind and all  canvassers  and other  persons  who  conduct
     themselves in such a manner as to be, in the judgment of the  Landlord,  an
     annoyance to the tenants or a detriment to the Building.


9.   The  Landlord  will  furnish  the  Tenant  with  one  key to the  Premises.
     Additional  keys will be  provided  upon  payment  of out of  pocket  costs
     therefor.  No locks shall be placed upon any doors of the Premises  without
     first  obtaining  the written  consent of the Landlord and  furnishing  the



<PAGE>



     Landlord  with keys to same.  Upon  termination  of this Lease,  the Tenant
     shall surrender to the Landlord all keys to the Premises.


10.  The toilet rooms, water-closets and other water apparatus shall not be used
     for any  purpose  other  than  those for which  they are  intended,  and no
     sweepings,  rubbish,  rags or other  injurious  substances  shall be placed
     therein. The cost of repair of any damage resulting from misuse or abuse by
     the Tenant, the Tenant's employees or guests shall be borne by the Tenant.


11.  The Landlord  reserves all vending rights in areas not leased by the Tenant
     under the Lease.


12.  The  Landlord  will post on the  directory  of the Building the name of the
     Tenant at no charge.  All  additional  names which the Tenant  shall desire
     posted  on such  directory  must be  approved  by the  Landlord,  and if so
     approved a reasonable charge may be made for such additional listings.


13.  If there are any glass  entry  doors to the  Premises  located on the first
     floor of the Building,  the Tenant must obtain the Landlord's prior written
     approval,  which  the  Landlord  may  give or  withhold  in its  reasonable
     discretion,  of all furniture,  interior finishes and other objects visible
     through such glass door(s).


14.  Any window treatment,  including curtains, blinds, shades and screens, must
     be of a quality,  type, design,  color and attached in a manner approved by
     the Landlord, not to unreasonably be withheld.


15.  No bicycles  or  vehicles  of any kind shall be brought  into or kept in or
     about the  Premises or the lobby or halls of the  Building,  and no cooking
     shall be done or permitted by the Tenant on the Premises.  The Tenant shall
     not cause or permit any unusual or objectionable  odors to be produced upon
     or emanate  from the  Premises.  The Tenant  shall be  permitted  to have a
     microwave  oven,  coffee maker and  refrigerator in the Premises for use by
     the Tenant's employees and guests.


<PAGE>



                                    EXHIBIT C



                               JANITORIAL SERVICES