<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                    Exhibit 10.2

                                  LEASE SUMMARY
-------------------------------------------------------------------------------


<TABLE>
<S>                                          <C>
BUILDINGS                                    601 & 701 South 12th Street
---------                                    Arlington, Virginia 22202-4202

LANDLORD                                     MCI Worldcom Network Services, Inc.
--------

TENANT                                       United States of America
------                                       540,707 BOMA rentable square feet
OFFICE PREMISES                              491,607 BOMA usable square feet
---------------                              (The United States of America
                                             leases space based on the BOMA
                                             usable method of measurement. Rider
                                             #1 states the final rent shall be
                                             based on an actual measurement of
                                             the Premises in accordance with GSA
                                             Form 3517.)

GARAGE PREMISES                              Entire two level garage containing
---------------                              1,079 parking spaces

LEASE TERM                                   Ten (10) years from the date of
----------                                   full lease commencement

PARTIAL LEASE                                The lease commences on the date
-------------                                Tenant accepts space in Phase I.
COMMENCEMENT                                 However, the ten (10) year term
------------                                 does not begin until Phase II &
                                             Phase III have been accepted by
                                             Tenant

FULL LEASE                                   The date that is the weighted
----------                                   composite of all incremental
COMMENCEMENT                                 dates of Phase II and Phase III
------------                                 acceptance by the Tenant.

ANNUAL BASE RENT                             Office Premises - $17,083,343.25
----------------                             annually, paid monthly in arrears
                                             Garage premises -$1,230,060.00
                                             annually, paid monthly in arrears

RENTAL ABATEMENT                             Rent shall be abated for 10
----------------                             business days for Phases I, II &
                                             III after acceptance by the Tenant.
                                             Additionally, rent for Phase I
                                             shall be reduced to $20.00 per BOMA
                                             usable square foot prior to the
                                             Lease Commencement (Phase I space
                                             shall be accepted in increments of
                                             50,000 square feet up to a total of
                                             150,000 square feet

GARAGE RENT                                  Rent shall commence on portions of
-----------                                  the garage on a prorated basis
COMMENCEMENT                                 based on the percentage of office
------------                                 space accepted by Tenant
</TABLE>



<PAGE>

<TABLE>
<S>                                         <C>
TENANT IMPROVEMENTS                          Landlord must provide
-------------------                          $19,664,280.00 for Tenant's
                                             improvements in the Premises. This
                                             total is subject to revision based
                                             on the actual square footage
                                             measurement in accordance with
                                             GSA Form 3517, contained in the
                                             General Clauses of
                                             SFO # DTSA20-03-R-00528


BASE RENT INCREASES                          None; see increases in operating
-------------------                          expenses and real estate taxes

BASE YEAR OPERATING                          Landlord shall, at its cost,
-------------------                          provide all supplies, services and
EXPENSES                                     utilities to operate the building
--------                                     pursuant to the Lease.
                                             Landlord and Tenant have agreed on
                                             a Base Year Operating Expense Base
                                             of $2,670,408.00

BASE YEAR REAL ESTATE                        Landlord is responsible for the
---------------------                        annual payment of agreed upon Base
                                             Year Real Estate Taxes in the
                                             amount of $722,957.00

INCREASES IN OPERATING                       Tenant shall pay Landlord,
----------------------                       annually, a CPI increase
                                             above the agreed upon Base Year
                                             Operating Expense Base

INCREASES IN REAL                            Tenant shall pay Landlord,
-----------------                            annually, an increase above the
ESTATE TAXES                                 agreed upon Base Year Real Estate
------------                                 Taxes

CONSTRUCTION                                 Landlord shall limit construction
------------                                 fees for initial improvements and
MARK-UPS                                     change orders to:
--------                                     General Conditions         8%
                                             Overhead & Profit          4%
                                             Landlord's Oversight Fee   3%

SECURITY DEPOSITS                            Tenant - None Required
-----------------
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
STANDARD FORM 2
FEBRUARY 1965 EDITION
GENERAL SERVICES ADMINISTRATION                         U.S. GOVERNMENT
(FPR 41 CFR) 1D 16.601                               LEASE FOR REAL PROPERTY
--------------------------------------------------------------------------------
DATE OF LEASE:  12/17/02               LEASE # DTSA20-03-R-00528
--------------------------------------------------------------------------------
<S>                                                                       <C>
  THIS LEASE, made and entered into this date between
           MCI Worldcom Network Services, Inc. ("WORLDCOM, INC." or "WORLDCOM")
  Whose address is:       c/o Spaulding & Slye Colliers International
                    1717 Pennsylvania Avenue, NW, Suite 1000
                    Washington, D.C. 20006

  and whose interest in the property hereinafter described is that of OWNER,
  hereinafter called the LESSOR, and the UNITED STATES OF AMERICA, hereinafter
  called the Government.

                                      *****

WITNESSETH: The parties hereto for the considerations hereinafter mentioned,
covenant and agree as follows:

1.      The Lessor hereby leases to the Government the following described
premises:

        A total of 540,707 BOMA rentable square feet (BRSF) equivalent to
491,607 BOMA Office Usable Square Feet (BUSF) of office and related space in
601/701 South 12th Street, Arlington, VA 22202-4202. The leased area is located
in the East and West Towers on 12 above grade full-floor stories, (see Attached
Floor Plans).

        to be used for SUCH PURPOSES AS DETERMINED BY THE GOVERNMENT The
Government will also lease the parking garage in its entirety which amounts to
1079 structured parking spaces located on two parking levels

                                      *****

2.      TO HAVE AND TO HOLD the said premises with their appurtenances for the
TEN YEAR FIRM term beginning on SEE RIDER #1 and ending on SEE RIDER #1.

                                      *****

3.      The Government shall pay the Lessor annual rent of $SEE RIDER #1 at the
rate $SEE RIDER #1 per MONTH In arrears Rent for a lesser period shall be
prorated. Operating costs are subject to annual adjustments in accordance with
Paragraph 3.4 of the SFO. Rent payment shall be made payable to:
*****

4.      [Deleted]

5.      [Deleted]


6.      The Lessor shall furnish to the Government as part of the rental
consideration, the following:

        A.      All services, utilities, alterations, repairs, maintenance and
        utilities and other rights and privileges as defined by this lease.
--------------------------------------------------------------------------------
</TABLE>



<PAGE>


<TABLE>
<S>                                                     <C>
  -----------------------------------------------------------------------------
        B.      The annual rent set forth in paragraph 3 of this SF2 is
        inclusive of the Lessor providing the Building Shell requirements, Fire
        and Life Safety Requirements and handicapped accessibility requirements
        specified In the SFO. The Lessor shall comply with all findings and
        recommendations under the Fire and Life Safety report (Attachment 2)
        within 60 days of lease execution.

        C.      The annual rent for Phase II and Phase Ill includes a tenant
        improvement (TI) allowance in the amount of $40.00/BUSF. The TI
        allowance shall be available in full immediately upon execution of this
        Lease, but shall be held by the Lessor until directed by the Government
        on how the disbursement of funds shall occur. The Government shall
        direct the disbursement of funds in any manner associated with any
        Government-expense connected with this Lease, including but not limited
        to the funding of tenant improvements; additional Lessor-provided
        services; services provided by third-party consultants or technical
        advisors; and/or to offset the Government's rental obligation to the
        Lessor.

        D.      In accordance with Paragraph 3.2 (Tax Adjustment) of the SFO,
        the percentage of Government occupancy Is to be established at time of
        acceptance of space. The percentage of occupancy is subject to revision
        based on the actual measurement of the Government occupied space in
        accordance with GSA Form 3517, GENERAL CLAUSES.

        E.      Upon acceptance of space, base year taxes will he established in
        accordance with SFO 3.2.

        F.      Pursuant to Paragraph 3.5 of the SFO "Operating Costs Base", the
        Operating Cost Base for the purpose of calculating operating cost
        adjustments shall be $5.42 per BUSF.

        G.      Pursuant to Paragraph 7.3 of the SFO "Overtime Usage", the rate
        for overtime HVAC service shall be mutually agreed to by the Lessor and
        the Government. The agreed to overtime rate will be reflected In a
        supplemental Lease Agreement.

        G.      In the case of conflict between this Standard Form 2 (SF2) and
        its Rider and the remainder of the Lease, the terms specified In this
        SF2 and its Rider shall govern.

7.      The following are attached and made a part hereof:
                TAB 1 - Rider #1 1, 2 Pages, Exhibit A, Security 3 Pages,
                Exhibit B, Furniture, 2 Pages
                TAB 2 - Floor plans - 3 Disks
                TAB 3 - SFO Revision 1, 51 Pages
                TAB 4 - GSA Form 1217, "Lessor's Annual Cost Statement" - 3
                Pages
                TAB 5 - SA Form 3517, General Clauses, 27 Pages, TSA Provisions
                5 Pages
                TAB 6 - GSA Form 3518, Representations and Certifications, 4
                Pages
                TAB 7 - Rate Structure, 1 Page TAB 8 - Fire Protection and Life
                Safety Evaluation - 22 Pages

8.      The following changes were made in this lease prior to its execution:

PARAGRAPH #4 AND #5 OF THIS STANDARD FORM 2 HAVE BEEN DELETED IN THEIR ENTIRETY.

IN WITNESS WHEREOF, the parties hereto have hereunto subscribed their names as
of the date first above written.

--------------------------------------------------------------------------------
LESSOR:             WORLDCOM, INC.

                                          BY
                    ------------------------            ------------------------
                                                 Title
IN PRESENCE OF

                    ------------------------            ------------------------
             Name:                               Address
--------------------------------------------------------------------------------
UNITED STATES OF AMERICA

BY
  ------------------------------              ----------------------------------
CONTRACTING OFFICER                           TSA, Contracting Officer

--------------------------------------------------------------------------------
</TABLE>
  ------------------------------------------------------------------------------
  STANDARD FORM 2
  FEBRUARY 1964 EDITION


<PAGE>
                                    RIDER #1

                         TSA LEASE NO. DTSA20-03-R-00528

         The Government and the Lessor agree as fellows:

1.       The fully serviced lease rate is as follows:

         PHASE I

         The fully serviced lease rate for Phase 1 (Temporary space) shall be
         $20.00 per BOMA Office Area Square Foot. (BOSF) for space occupied by
         the Government. Rent shall commence ten (10) working days after the
         Government accepts Phase I space from the Lessor. Phase I space shall
         be accepted in increments of up to 50,000 square feet for a total of up
         to 150,000 square feet. The parking garage will be accepted in
         increments which represent the percentage of office space which has
         been accepted by the Government.

         PHASE II & III

         The fully serviced lease rate for Phase II and III is as follows:


 <TABLE>
 <CAPTION>
               -------------------------------------------------------------------------------------------------------
                                         BOSF             PER BOSF      TOTAL                     MONTHLY
               -------------------------------------------------------------------------------------------------------
<S>            <C>                 <C>                     <C>         <C>                      <C>
               Phase 2 & 3             491,607              $34.75      $17,083,343.25           $1,423,611.94
               -------------------------------------------------------------------------------------------------------
               Parking                                       $2.50           1,230,060             $102,505.00
               -------------------------------------------------------------------------------------------------------
                                                            $37.25      $18,313,403.25           $1,526,116.94
               -------------------------------------------------------------------------------------------------------
</TABLE>

         Phase II and III space shall be accepted in increments. Rent for each
         increment shall commence ten (10) working days after the Government
         accepts space from the Lessor.

2.       The commencement date for the Lease term shall be the weighted
         composite of all incremental dates of Phase II and II acceptance. The
         final rent will be based on the actual measurement of the Government
         occupied space in accordance with GSA Form 3517. The parking garage
         will be accepted in increments which represent the percentage of office
         space which has been accepted by the Government.

3.      Pursuant to Section 9.1 (B) (i) of the SFO, the construction fees for
        initial improvements and change orders shall not exceed:

                                    General Conditions         8%
                                    Overhead & Profit          4%
                                    Landlord's Oversight Fees  3%



         Lessor________ Gov't_______                     Rider #1, Page 1 of 2

<PAGE>


4.       The Lessor is to provide a bond secured by an irrevocable letter of
         credit (ILC) in accordance with FAR 28.204-3 within fifteen (15) days
         in an amount not less than $22 Million to serve as collateral security
         if Lessor fails to pay any portion of the Tenant Improvement Allowance
         after applicable notice and cure periods.

         The ILC shall be irrevocable, require presentation of no document other
         than a written demand and the ILC (and letter of confirmation, if any),
         and is not to terminate until after the entire period during which the
         Tenant Improvement Allowance is completely used and the Contracting
         Officer provides the financial institution with a written statement
         waiving the right to payment.

5.       Notwithstanding anything to the contrary in the Lease, in the event an
         assignment of this offer or the lease is made by WorldCom (in
         connection with a sale of the property or otherwise) while, WorldCom's
         Chapter 11 case is pending, WorldCom may determine to seek court
         approval thereof and in such event, the Government shall not
         unreasonably withhold its consent to such assignment in connection with
         any right it may have under the Bankruptcy Code. If required, WorldCom
         shall comply with the novation requirements of FAR 42.12.

6.       Any cure of any default by any lender shall be accepted by the
         Government in lieu of any cure by the Lessor.

7.       SFO Section 6.11 (A)(l) stipulates copper buses in electrical
         distribution circuitry. The building's existing buses are aluminum, not
         copper, and are accepted as a suitable alternative to the stipulated
         requirement.

8.       Pursuant to SFO Section 6.15 (A), the building is currently equipped
         with cable trays which the government may utilize. Any additional cable
         trays that the Government requires to support its data requirements
         will be paid out of the Tenant Improvement Allowance.

9.       SFO Section 4.12 (B) - The Government accepts building's stairs in
         their current condition. Existing stairs have treads of ten and
         one-half (10 1/2) inches and risers measuring seven and three-quarter
         (7 3/4) inches. The Lessor will not be required to alter either the
         treads or risers to meet the requirements of ANSI A117.1 Section 504.

10.     The Lessor will provide the security requirements provided in Exhibit A
        of this Rider,

11.      The furniture listed in Exhibit B is currently located in the building.
         The TSA shall have the right to use any of the furniture in Exhibit B
         or request that the furniture be removed from the building. The Lessor
         shall be responsible for the cost of disassembling and removal of
         existing and/or excess furniture.


<PAGE>
         Lessor __Gov't____                               Rider #1, Page 2 of 2



         12 This offer is for a single occupancy requirement of approximately
         540,707 square feet in total, with the TSA being the single tenant
         agency. However, approximately 3,370 square feet of a terminal room
         (and related equipment) in the building is to be retained by Lessor
         along with terminal room related riser access and garage space for
         infrastructure





<PAGE>
  UNITED STATES OF AMERICA               SUPPLEMENTAL AGREEMENT           DATE
SUPPLEMENTAL LEASE AGREEMENT             No. 5                            5/6/03

                                         TO LEASE NO. DTSA20-03-R-00528


ADDRESS OF PREMISES:   601/701 S. 12th Street
                       Arlington, VA 22202


THIS AGREEMENT, made and entered into this date by and between: MCI WORLDCOM
NETWORK SERVICES, INC.
Whose address is:

                  c/o Spaulding & Slye Colliers International
                  1717 Pennsylvania Avenue, NW, Suite 1000
                  Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

Paragraph 1.10 of SFO #DTSA20-03-R-00528, attached to the lease dated December
17, 2002, is hereby deleted in its entirety and replaced by the following:

"1.10 TENANT IMPROVEMENT RENTAL ADJUSTMENT (SEP 2000) (TSA SEP 2002)

A. All Tenant Improvements shall be identified after award of the contract.

     1.  The Government, at its sole discretion, shall make all decisions as to
         the usage of the Tenant Improvement Allowance. The Government may use
         all or part of the Tenant Improvement Allowance. The Government may
         return to the Lessor any unused portion of the Tenant Improvement
         Allowance in exchange for an equivalent value of rental abatement to be
         effective as of the last acceptance date of completed space at a 0%
         amortization rate. For instance, should the Government decide not to
         use $5.00 per BOMA Office Area square foot of its Tenant Improvement
         Allowance, then the rent shall be abated by an equivalent per diem
         dollar value beginning as of the last acceptance date of completed
         space and ending on such date that the $5.00 per BOMA Office Area
         square foot in value has been returned to the Government via this rent
         abatement.

     2.  The Government reserves the right to make cash payments for any or all
         work performed by the Lessor. Prior to occupancy, the Government, at
         its sole discretion, may choose to pay lump sum for any or all of the
         Tenant Improvements. Any lump sum payment for Tenant Improvements made
         by the Government in lieu of accepting all or any portion of the Tenant
         Improvement Allowance may be made in exchange for an equivalent value
         of rental abatement to be effective as of the last acceptance date of
         completed space at a 0% amortization rate.

     3.  If the Government spends more on Tenant Improvements than $40.00 per
         BOMA Office Area square foot, the Government reserves the right to: 1)
         reduce the scope of the Tenant Improvement requirements such that the
         fair and reasonable cost of such requirements is reduced to $40.00 per
         BOMA Office Area square foot or less; 2) pay lump sum for the overage
         upon completion and acceptance of the improvements; or 3) opt for an
         increase in the rent according to the negotiated amortization rate over
         the firm term of the lease."


ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.

IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

--------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.



BY  /s/ Brian H. Trosper                         Vice President
    --------------------------------             -------------------------------
    (Signature)                                  (Title)



IN THE PRESENCE OF (witnessed by:)

                                                 2400 North Glenville Dr.
    /s/ Susan Baker                              Richardson, Tx. 75082
    --------------------------------             -------------------------------
    (Signature)                                  (Address)


--------------------------------------------------------------------------------
UNITED STATES OF AMERICA



BY  /s/ (ILLEGIBLE)                              CONTRACTING OFFICER, TSA
    --------------------------------             -------------------------------
    (Signature)                                  (Title)


GSA DC 68-1176                                               GSA FORM 276 JUL 67
<PAGE>

--------------------------------------------------------------------------------
   UNITED STATES OF AMERICA         SUPPLEMENTAL AGREEMENT    DATE
 SUPPLEMENTAL LEASE AGREEMENT       No. 1                     3/4/03

                                    --------------------------------------------
                                    TO LEASE NO. DTSA20-03-R-00528
--------------------------------------------------------------------------------
ADDRESS OF PREMISES: 601/701 S. 12th Street
                     Arlington, VA 22202
--------------------------------------------------------------------------------
THIS AGREEMENT, made and entered into this date by and between: MCI WORLDCOM
NETWORK SERVICES, INC.
Whose address is:
                 c/o Spaulding & Slye Colliers International
                 1717 Pennsylvania Avenue, NW, Suite 1000
                 Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:


   The Government shall be responsible for paying the following annual rental
   rates for Phase I space:

     o  $20.00 per BOMA Office Usable Square Feet ("BUSF") for the first
        136,376 BUSF (such being 150,000 BOMA Rentable Square Feet ("BRSF"))
        accepted by the Government.

     o  $25.42 per BUSF for all Phase I space accepted above the first 136,376
        BUSF (such being 150,000 BOMA Rentable Square Feet ("BRSF")).

   Rent shall be paid MONTHLY in arrears. Rent for a lesser period will be
   pro-rated.


ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.







IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

--------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.


                                                 Vice President --
BY: /s/ Brian H. Trosper                         Corp. Real Estate & Facilities
   -------------------------------               -------------------------------
   (Signature)                                   (Title)


IN THE PRESENCE OF (witnessed by:)



/s/ Susan Baker                                  2400 North Glenville Dr.
----------------------------------               -------------------------------
(Signature)                                      (Address)

--------------------------------------------------------------------------------
UNITED STATES OF AMERICA



BY: /s/ (ILLEGIBLE)                              CONTRACTING OFFICER, TSA
   -------------------------------               -------------------------------
   (Signature)                                   (Title)

--------------------------------------------------------------------------------
GSA DC 68-1176                                                  GSA FORM 276 JUL
67
<PAGE>
  UNITED STATES OF AMERICA               SUPPLEMENTAL AGREEMENT         DATE
SUPPLEMENTAL LEASE AGREEMENT             No. 2                          3/4/03

                                         TO LEASE NO. DTSA20-03-R-00528


ADDRESS OF PREMISES:   601/701 S. 12th Street
                       Arlington, VA 22202


THIS AGREEMENT, made and entered into this date by and between:
MCI WORLDCOM NETWORK SERVICES, INC.
Whose address is:

                  c/o Spaulding & Slye Colliers International
                  1717 Pennsylvania Avenue, NW, Suite 1000
                  Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

     1. Acceptance of Space: In January 2003, the Government accepted 229,932
        BOMA Rentable Square Feet ("BRSF") (such being 209,048 BOMA Office
        Usable Square Feet ("BUSF")) of Phase I space in its "as-is" condition
        per the schedule identified in Exhibit A of this SLA.

     2. Office Rental: For this 229,932 BRSF (such being 209,048 BUSF), the
        Government shall pay an annual rent of $4,574,842.24 ($20.00 per BUSF
        for 136,376 BUSF; $25.42 per BUSF for 72,672 BUSF) at a rate of
        $381,236.85 per MONTH in arrears. Total pro-rated rental for this space
        for January 2003 shall be $226,824.87.

     3. Parking Rental: Total annual rental for the garage, based upon the
        percentage of total square footage accepted by the Government to date in
        relation to total building square footage, shall be 42.52% of the annual
        total garage rental rate or $523,021.51 at a rate of $43,585.13 per
        MONTH in arrears. Total pro-rated garage rental for January 2003 shall
        be $26,523.21.


ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.





IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

--------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.


                                                 Vice President -- Corp. Real
BY  /s/ Brian H. Trosper                         Estate & Facilities
    --------------------------------             -------------------------------
    (Signature)                                  (Title)



IN THE PRESENCE OF (witnessed by:)


    /s/ Susan Baker                              2400 North Glenville Dr.
    --------------------------------             -------------------------------
    (Signature)                                  (Address)


--------------------------------------------------------------------------------
UNITED STATES OF AMERICA



BY  /s/ (ILLEGIBLE)                              CONTRACTING OFFICER, TSA
    --------------------------------             -------------------------------
    (Signature)                                  (Title)


GSA DC 68-1176                                               GSA FORM 276 JUL
<PAGE>
LEASE #DTSA20-03-R-00528
EXHIBIT A - SLA #
JANUARY 2003 ACCEPTANCE OF SPACE


JANUARY 4TH ACCEPTANCE OF SPACE
<Table>
<Caption>
BUILDING  FLOOR     % OF FLOOR     FLOOR RSF      RSF OCCUPIED   FLOOR CAF      USF OCCUPIED
--------  -----     ----------     ---------      ------------   ---------      ------------
<S>       <C>       <C>            <C>            <C>            <C>            <C>
W701      4         100%           20,820         20,820         1.0999         18,929
W701      5         100%           20,820         20,820         1.0999         18,929
W701      6         100%           20,820         20,820         1.0999         18,929
W701      1         50%            13,990         6,995          1.0999         6,360
W701      7         50%            20,820         10,410         1.0999         9,464
                                   ---------------------------------------------------------
                                   TOTAL          79,865                        72,611
</Table>

JANUARY 18TH ACCEPTANCE OF SPACE
<Table>
<Caption>
BUILDING  FLOOR     % OF FLOOR     FLOOR RSF      RSF OCCUPIED   BUILDING CAF      USF OCCUPIED
--------  -----     ----------     ---------      ------------   ------------      ------------
<S>       <C>       <C>            <C>            <C>            <C>               <C>
E601      9         100%           25,732         25,732         1.0999            23,395
E601      10        100%           25,732         25,732         1.0999            23,395
E601      11        100%           25,732         25,732         1.0999            23,395
W701      7         50%            20,820         10,410         1.0999            9,464
W701      2         100%           20,823         20,823         1.0999            18,932
W701      9         100%           20,820         20,820         1.0999            18,929
W701      10        100%           20,820         20,820         1.0999            18,929
                                   ------------------------------------------------------------
                                   TOTAL          150,068                          136,437
</Table>

<Table>
<Caption>
                                        RSF OCCUPIED        USF OCCUPIED
                                        ------------        ------------
<S>                                     <C>                 <C>
JANUARY SPACE ACCEPTANCE TOTALS         229,932             209,048
</Table>
<PAGE>
  UNITED STATES OF AMERICA               SUPPLEMENTAL AGREEMENT           DATE
SUPPLEMENTAL LEASE AGREEMENT             No. 3                            3/4/03

                                         TO LEASE NO. DTSA20-03-R-00528


ADDRESS OF PREMISES:   601/701 S. 12th Street
                       Arlington, VA 22202


THIS AGREEMENT, made and entered into this date by and between:
MCI WORLDCOM NETWORK SERVICES, INC.

Whose address is:

                  c/o Spaulding & Slye Colliers International
                  1717 Pennsylvania Avenue, NW, Suite 1000
                  Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

     Parking Garage: Effective May 1, 2003 the Government will be responsible
     for paying rent on the entire garage at an initial annual parking rental of
     $1,230,060 per annum, such being $102,505.00 per month in arrears. Rent for
     lesser periods shall be pro-rated. The parking rental will escalate by
     three percent (3%) per annum, effective on May 1, 2004 and May 1st of each
     year thereafter, throughout the term of the lease.

     Prior to May 1, 2003 the Government will pay rent (per month, in arrears)
     for garage space which is a percentage of the annual parking rental rate of
     $1,230,060 ($102,505 monthly), equivalent to the percentage of space
     accepted by the Government within the building (the building's total square
     footage being 540.707 BRSF).













ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.

IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

--------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.


                                                 Vice President --
BY  /s/ Brian H. Trosper                         Corp Real Estate & Facilities
    --------------------------------             -------------------------------
    (Signature)                                  (Title)



IN THE PRESENCE OF (witnessed by:)


    /s/ Susan Baker                              2400 North Glenville Dr.
    --------------------------------             -------------------------------
    (Signature)                                  (Address)


--------------------------------------------------------------------------------
UNITED STATES OF AMERICA



BY  /s/ (ILLEGIBLE)                              CONTRACTING OFFICER, TSA
    --------------------------------             -------------------------------
    (Signature)                                  (Title)


GSA DC 68-1176                                               GSA FORM 276 JUL 67
<PAGE>

--------------------------------------------------------------------------------

   UNITED STATES OF AMERICA            SUPPLEMENTAL AGREEMENT     DATE
 SUPPLEMENTAL LEASE AGREEMENT          No. 4                      3/26/03

                                       -----------------------------------------
                                       TO LEASE NO. DTSA20-03-R-00528
--------------------------------------------------------------------------------
 ADDRESS OF PREMISES:   601/701 S. 12th Street
                        Arlington, VA 22202
--------------------------------------------------------------------------------
 THIS AGREEMENT, made and entered into this date by and between: MCI WORLDCOM
                                                                 NETWORK
                                                                 SERVICES, INC.
 Whose address is:
                   c/o Spaulding & Slye Colliers International
                   1717 Pennsylvania Avenue, NW, Suite 1000
                   Washington, DC 20006

 Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
 called the Government:

 WHEREAS, the parties hereto desire to amend the above Lease.

 NOW THEREFORE, these parties for the considerations hereinafter mentioned
 covenant and agree that the said Lease is amended, as follows:

   1.  Acceptance of Space: In February 2003, the Government accepted 84,799
       BOMA Rentable Square Feet ("BRSF") (such being 77,097 BOMA Office Usable
       Square Feet ("BUSF")) of Phase I space in its "as-is" condition per the
       schedule identified in Exhibit A of this SLA.


       AS OF FEBRUARY 28, 2003, THE GOVERNMENT HAS ACCEPTED A TOTAL OF 314,731
       BRSF (SUCH BEING 288,145 BUSF) OF PHASE I SPACE.


   2.  Office Rental: For this 84,799 BRSF (such being 77,097 BUSF), the
       Government shall pay an annual rent of $1,959,805.74 ($25.42 per BUSF) at
       a rate of $163,317.15 per MONTH in arrears. Pro-rated rental for this
       space for February 2003 shall be $73,753.77.


       TOTAL ANNUAL RENTAL FOR ALL GOVERNMENT SPACE ACCEPTED TO DATE SHALL BE
       $6,534,647.98 ($20.00 PER BUSF FOR 136,376 BUSF; $25.42 PER BUSF FOR
       149,769 BUSF) AT A RATE OF $544,554.00 PER MONTH IN ARREARS. TOTAL
       PRO-RATED RENTAL FOR FEBRUARY 2003 SHALL BE $454,991.02.


   3.  Parking Rental: Per the ratio of space the Government has accepted per
       this SLA in relation to the total buildings' total square footage, the
       Government shall pay for an additional 15.7% of the total garage, which
       equates to an annual parking rental of $193,119.42 at a rate of
       $16,093.28 per MONTH in arrears. Pro-rated rental for this portion of the
       garage for February 2003 shall be $12,056.84.


       TOTAL ANNUAL RENTAL FOR THE GARAGE, BASED UPON THE PERCENTAGE OF TOTAL
       SQUARE FOOTAGE ACCEPTED BY THE GOVERNMENT TO DATE IN RELATION TO TOTAL
       BUILDING SQUARE FOOTAGE, SHALL BE 58.21% OF THE ANNUAL TOTAL GARAGE
       RENTAL RATE OR $718,017.93 AT A RATE OF $59,668.16 PER MONTH IN ARREARS.
       TOTAL PRO-RATED GARAGE RENTAL FOR FEBRUARY 2003 SHALL BE $55,647.40.






 (Continued on next page)






--------------------------------------------------------------------------------
GSA DC 68-1176                                               GSA FORM 276 JUL 67

<PAGE>
ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.



IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

--------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.



BY: /s/ Brian H. Trosper                         Vice President
    --------------------------------             -------------------------------
    (Signature)                                  (Title)



IN THE PRESENCE OF (witnessed by:)


BY: /s/ (ILLEGIBLE)
    --------------------------------             -------------------------------
    (Signature)                                  (Address)


--------------------------------------------------------------------------------
UNITED STATES OF AMERICA



BY: /s/ (ILLEGIBLE)                              CONTRACTING OFFICER, TSA
    --------------------------------             -------------------------------
    (Signature)                                  (Title)


CSA DC 68-1176                                               GSA FORM 276 JUL 67
<PAGE>

LEASE # DTSA20-03-R-00528
EXHIBIT A - SLA #
FEBRUARY 2003 ACCEPTANCE OF SPACE


FEBRUARY 9TH ACCEPTANCE OF SPACE

<Table>
<Caption>
BUILDING       FLOOR     % OF FLOOR     FLOOR RSF      RSF OCCUPIED   BUILDING CAF   USF OCCUPIED
--------       -----     ----------     ---------      ------------   ------------   ------------
<S>            <C>       <C>            <C>            <C>            <C>            <C>
W701           3         100%           20,820         20,820         1.0999         18,929
W701           8         100%           20,823         20,823         1.0999         18,932
W701           11        50%            20,820         10,410         1.0999         9,464
W701           1         50%            13,990         6,995          1.0999         6,360
E601           12        100%           25,751         25,751         1.0999         23,412
                                        ---------------------------------------------------------
                                        TOTAL          84,799                        77,097
</Table>

<Table>
<Caption>
                                             RSF OCCUPIED        USF OCCUPIED
                                             ------------        ------------
<S>                                          <C>                 <C>
February Space Acceptance Totals             84,799              77,097

</Table>

<Table>
<Caption>
                                             RSF OCCUPIED        USF OCCUPIED
                                             ------------        ------------
<S>                                          <C>                 <C>
Total Space Accepted as of Feb 28, 2003      314,731             255,145

</Table>
<PAGE>
      UNITED STATES OF AMERICA       SUPPLEMENTAL AGREEMENT       DATE
    SUPPLEMENTAL LEASE AGREEMENT     No.9                         6/20/03

                                     TO LEASE NO. DTSA20-03-R-00528

ADDRESS OF PREMISES:      601/701 S. 12th Street
                          Arlington, VA 22202

THIS AGREEMENT, made and entered into this date by and between: MCI WORLDCOM
NETWORK SERVICES, INC.
Whose address is:
                  c/o Spaulding & Slye Colliers International
                  1717 Pennsylvania Avenue, NW, Suite 1000
                  Washington, DC 20006


Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

     1.  Exhibit 1 attached to this SLA #9 contains Property Management
         Modifications Log #2.

     2.  The Government hereby confirms that it will pay the total amount of
         $418,293.82 identified in Exhibit 1 in accordance with invoicing and
         payment procedures set forth in GSA Form 3517B (Rev 09/01), as attached
         to the Lease dated December 17, 2002.

All other terms and conditions of the lease shall remain in force and effect.


IN WITNESS WHEREOF, the parties subscribed their names as of the above date.











LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.

BY /s/ Brian H. Trosper                 Vice President
   ---------------------                -----------------
   (Signature)                            (Title)

IN THE PRESENCE OF (witnessed by:)      2400 North Glenville Dr.
                                        Richardson, Tx. 75082
/s/ Susan E. Baker                      ------------------------
--------------------                      (Address)
   (Signature)

UNITED STATES OF AMERICA

BY /s/ (ILLEGIBLE)                      CONTRACTING OFFICER
   ---------------------                ----------------------
   (Signature)                            (Title)

<PAGE>

SLA #9 - EXHIBIT 1
PROPERTY MANAGEMENT MODIFICATIONS LOG #2
LEASE NO. DTSA20-03-R-00528

<Table>
<Caption>

-----------------------------------------------------------------------------------------------------------------------------------
 MODIFICATION        MOD# OR                            MOD                                                              COST TO
 OR TSR              TSR# DATE                      DESCRIPTION                                VENDOR                      TSA
-----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>               <C>                                                   <C>                       <C>
 MOD                 2                  Overtime from 6PM 12/23 to                             BTE                      $4,678.35
                                        7AM 1/5/03 Excl. NY eve and
                                        New Years.
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 8                  Provide 10 dumpsters for TSA                           ETW                      $  992.15
                                        use during move-in
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 16                 Extended Supervision buildings                         BTE                      $  774.21
                                        601 and 701 7AM 1/20/03
                                        through 6PM 1/24/03.
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 16                 Extended Supervision buildings                         BTE                      $8,941.05
                                        601 and 701 7AM 1/20/03
                                        through 6PM 1/24/03.
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 16                 Extended Supervision buildings                         Spaulding & Slye         $1,210.00
                                        601 and 701 7AM 1/20/03
                                        through 6PM 1/24/03.
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 17                 Daytime Clean from 1/01/03 -                           Liberty                  $  784.08
                                        03/31/03.
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 17                 Daytime Clean from 1/01/03 -                           Liberty                  $  588.05
                                        03/31/03.
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 17                 Daytime Clean from 1/01/03 -                           Liberty                  $  784.08
                                        03/31/03.
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 17                 Daytime Clean from 1/01/03 -                           Liberty                  $  628.72
                                        03/31/03.
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 17                 Daytime Clean from 1/01/03 -                           Liberty                  $  628.72
                                        03/31/03.
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 17                 Daytime Clean from 1/01/03 -                           Liberty                  $  345.19
                                        03/31/03.
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 17                 Daytime Clean from 1/01/03 -                           Liberty                  $  742.27
                                        03/31/03.
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 17                 Daytime Clean from 1/01/03 -                           USSI                     $  742.27
                                        03/31/03.
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 22                 Extended Supervision buildings                         BTE                      $  806.47
                                        601 and 701 6PM 2/7/03 through
                                        6PM 2/10/03.
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 22                 Extended Supervision buildings                         BTE                      $5,611.10
                                        601 and 701 6PM 2/7/03 through
                                        6PM 2/10/03.
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 22                 Extended Supervision buildings                         Spaulding & Slye         $1,210.00
                                        601 and 701 6PM 2/7/03 through
                                        6PM 2/10/03.
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 23                 Painting on the 12th floor.                            T.L. Evans               $  493.35
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 23                 2nd floor outlet for copier.                           Truland Services         $  347.88
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 23                 12th floor outlets.                                    Truland Services         $  710.33
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 23                 2 dedicated outlets on the                             Truland Services         $  665.50
                                        5th floor
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 23                 TSA Requested electrical work                          Truland Services         $  637.56
-----------------------------------------------------------------------------------------------------------------------------------
 MOD                 25                 6th floor electrical work at 701.                      Truland                  $2,656.95
-----------------------------------------------------------------------------------------------------------------------------------
</Table>


                               SLA #9 - EXHIBIT 1
                                     PAGE 1

<PAGE>
SLA #9 - EXHIBIT 1
PROPERTY MANAGEMENT MODIFICATIONS LOG #2
LEASE NO. DTSA20-03-R-00528


<TABLE>
<CAPTION>
MODIFICATION       MOD# OR                       MOD                                                      COST TO
  OR TSR          TSR# DATE                  DESCRIPTION                               VENDOR                TSA
------------   ----------------   -----------------------------------------    --------------------     -----------
<S>            <C>                <C>                                          <C>                      <C>
MOD            26                 6th floor Liebert PM for 6 units at          MECCO                    $  5,662.80
                                  701.
MOD            27                 6th floor PDU maintenance at                 Power Protection         $  9,710.25
                                  701.
MOD            29                 Daytime cleaning from 4/1/03 -               USSI                     $  1,484.54
                                  4/30/03.
MOD            30                 Security from 3/1/03 through                 Burns International      $ 64,588.98
                                  3/30/03 at 601 & 701.
MOD            30                 Security from 3/1/03 through                 Burns International      $ 60,515.95
                                  3/30/03 at 601 & 701.
MOD            30                 Security from 3/1/03 through                 Burns International      $ 60,135.63
                                  3/30/03 at 601 & 701.
MOD            30                 Security from 3/1/03 through                 Burns International      $ 70,822.68
                                  3/30/03 at 601 & 701.
MOD            30                 Security from 3/1/03 through                 Burns International      $ 77,858.00
                                  3/30/03 at 601 & 701.
MOD            31                 After hours HVAC for TSA from                Spaulding & Slye         $ 23,712.00
                                  3/18/03 - 4/4/03.
MOD            28                 Stairway emergency battery                   Trulan Services          $  8,463.95
                                  lights
MOD            39                 Temperature tools for TSA                    McMaster Carr            $    461.78
                                  facilities.
                                                                               TOTAL                     418,293.82

</TABLE>


                               SLA #9 - Exhibit 1
                                     Page 2
<PAGE>
  UNITED STATES OF AMERICA               SUPPLEMENTAL AGREEMENT             DATE
SUPPLEMENTAL LEASE AGREEMENT             No. 6

                                         TO LEASE NO. DTSA20-03-R-00528


ADDRESS OF PREMISES:   601/701 S. 12th Street
                       Arlington, VA 22202


THIS AGREEMENT, made and entered into this date by and between:
MCI WORLDCOM NETWORK SERVICES, INC.
Whose address is:

                  c/o Spaulding & Slye Colliers International
                  1717 Pennsylvania Avenue, NW, Suite 1000
                  Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

Pursuant to the rights reserved by the Government in SFO Section 7.12(D)(3), the
Government has the right to install, at the Government's expense, crash barriers
around the perimeter of the leased premises. Such crash barriers may be concrete
bollards, planters, retractable gates or other architectural features, which
shall conform as much as practical to the existing building's features and
structures "to avoid an armed camp appearance."

As of March 29, 2003, Lessor has agreed to permit the installation of temporary
crash barriers (i.e., jersey walls) by the Government around the perimeter of
the leased premises, for a period not to exceed 120 days. Upon the expiration of
this 120 period (on July 27, 2003), the Government must remove the temporary
crash barriers. Installation and removal of the temporary crash barriers will be
at the Government's sole cost and expense. If the Government does not remove the
temporary crash barriers and begin the installation of a permanent crash barrier
solution (subject to the provisions below) on or before July 27, 2003, then for
each day after July 27, 2003 that the temporary crash barriers remain around the
perimeter of the leased premises, the Government shall pay to Lessor a daily
pro-rated penalty of $1.00 per ANSI/BOMA USF, per annum, as additional rent on
the 491,707 ANSI/BOMA USF of space leased at the premises ($1,347.14 per day).
Once the temporary crash barriers have been removed, no further penalty, will be
assessed related to such barriers.

During the 120-day period, the Government shall provide Lessor with plans and
specifications for a permanent crash barrier solution, as described in SFO
Section 7.12 (D)(3), for the Lessor's written approval, which approval shall not
be unreasonably withheld, conditioned or delayed.

ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.

IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

--------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.



BY: /s/ Brian H. Trosper                         Vice President
    --------------------------------             -------------------------------
    (Signature)                                  (Title)



IN THE PRESENCE OF (witnessed by:)

                                                 2400 N. Glenville Dr.
BY: /s/ Susan E. Baker                           Richardson, Tx. 75082
    --------------------------------             -------------------------------
    (Signature)                                  (Address)


--------------------------------------------------------------------------------
UNITED STATES OF AMERICA



BY: /s/ (ILLEGIBLE)                              CONTRACTING OFFICER, TSA
    --------------------------------             -------------------------------
    (Signature)                                  (Title)


CSA DC 68-1176                                               GSA FORM 276 JUL 67
<PAGE>
  UNITED STATES OF AMERICA               SUPPLEMENTAL AGREEMENT             DATE
SUPPLEMENTAL LEASE AGREEMENT             No. 7

                                         TO LEASE NO. DTSA20-03-R-00528


ADDRESS OF PREMISES:   601/701 S. 12th Street
                       Arlington, VA 22202


THIS AGREEMENT, made and entered into this date by and between:
MCI WORLDCOM NETWORK SERVICES, INC.
Whose address is:

                  c/o Spaulding & Slye Colliers International
                  1717 Pennsylvania Avenue, NW, Suite 1000
                  Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

     1. Exhibit 1 attached to this SLA #7 contains Property Management
        Modifications Log #1.

     2. The Government hereby confirms that it will pay the total amount of
        $535,750.12 identified in Exhibit 1 in accordance with invoicing and
        payment procedures set forth in GSA Form 3517B (Rev 09/01), as attached
        to the Lease dated December 17, 2002.



ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.

IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

--------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.



BY: /s/ Brian H. Trosper                         Vice President
    --------------------------------             -------------------------------
    (Signature)                                  (Title)



IN THE PRESENCE OF (witnessed by:)

                                                 2400 North Glenville Dr.
    /s/ Susan E. Baker                           Richardson, Tx. 75082
    --------------------------------             -------------------------------
    (Signature)                                  (Address)


--------------------------------------------------------------------------------
UNITED STATES OF AMERICA



BY  /s/ (ILLEGIBLE)                              CONTRACTING OFFICER, TSA
    --------------------------------             -------------------------------
    (Signature)                                  (Title)


GSA DC 68-1176                                               GSA FORM 276 JUL 67
<PAGE>

LEASE NO. DTSA20-03-R-00528
SLA #7 - EXHIBIT 1
PROPERTY MANAGEMENT MODIFICATIONS LOG #1


<TABLE>
<CAPTION>
MODIFICATION            MOD# OR                         MOD                                               COST TO
  OR TSR               TSR# DATE                       DESCR.                          VENDOR               TSA
------------        ---------------     -----------------------------------     -------------------      ----------
<S>                 <C>                 <C>                                     <C>                      <C>
MOD                 2                   24 coverage for TSA contractor          BTE                      $ 4,578.35
                                        access

MOD                 3                   Installation of electrical services     Power Solutions          $22,131.83
                                        in various areas at
                                        701 South 12th Street.

MOD                 4                   24hrs engineer coverage over            Building Technology      $ 2,743.86
                                        New Year's Holiday.                     Engineers, Inc.


MOD                 5                   Security Coverage for 1/3-1/6/03        Burns Int'l Security     $ 9,939.95
                                                                                Services

MOD                 6                   8hrs for Electricians for electrical    Power Solutions          $ 3,388.00
                                        work

MOD                 7                   Provide 16 outlets in the 6th floor     Power Solutions          $16,732.23
                                        CPU room at 701 South 12 the Street.

MOD                 9 - Invoice #1      24 hr coverage for TSA service          Building Technology      $ 5,968.20
                                        contractors. And property               Engineers, Inc.
                                        management coverage for the
                                        move on 1/3/03 4hrs

MOD                 9 - Invoice #2      24 hr coverage for TSA service          Spaulding & Slye         $   605.00
                                        contractors. And property
                                        management coverage for the
                                        move on 1/3/03 4hrs

MOD                 10                  Install two outlet in every LAN         Power Solutions          $24,232.11
                                        closet 9-12 in 601 south 12th
                                        Street.

MOD                 11 - Invoice #1     Security Coverage for 1/9-1/18/03       Burns Int'l Security     $ 4,620.00
                                                                                Services

MOD                 11 - Invoice #2     Security Coverage for 1/9-1/18/03       Burns Int'l Security     $19,050.63
                                                                                Services

MOD                 11 - Invoice #3     Security Coverage for 1/9-1/18/03       Burns Int'l Security     $39,854.65
                                                                                Services

MOD                 12 - Invoice #1     24 hr coverage for TSA service          Building Technology      $   548.10
                                        contractors. And property               Engineers, Inc.
                                        management coverage for the
                                        move on 1/8-1/20/03 4hrs

MOD                 12 - Invoice #2     24 hr coverage for TSA service          Building Technology      $ 3,452.81
                                        contractors. And property               Engineers, Inc.
                                        management coverage for the
                                        move on 1/8-1/20/03 4hrs

MOD                 12 - Invoice #3     24 hr coverage for TSA service          Building Technology      $ 5,077.23
                                        contractors. And property               Engineers, Inc.
                                        management coverage for the
                                        move on 1/8-1/20/03 4hrs
</TABLE>


                               SLA #7 - Exhibit 1
                                     Page 1
<PAGE>
LEASE NO. DTSA20-03-R-00528
SLA #7 - EXHIBIT 1
PROPERTY MANAGEMENT MODIFICATIONS LOG #1

<Table>
<Caption>
MODIFICATION      MOD# OR                     MOD                                            COST TO
  OR TSR         TSR# DATE                   DESCR.                         VENDOR             TSA
------------  ---------------  ------------------------------------  --------------------   ----------
<S>           <C>              <C>                                   <C>                    <C>

    MOD       12 - Invoice #4    24 hr coverage for TSA service       Building Technology   $ 17,712.06
                                    contractors. And property           Engineers, Inc.
                                   management coverage for the
                                       move on 1/3/03 4hrs

    MOD       12 - Invoice #5     Property Management coverage         Spaulding & Slye     $  1,210.00
                                       for move on 1/18/03

    MOD             13           Install two outlet in every LAN        Power Solution      $ 10,890.00
                               closet 7-8 in 601 south 12th Street.

    MOD             14         Installation of electrical circuits      Power Solution      $    732.76
                                           in VIP room

    MOD             18             Rekey of various locks in 701       Action Lock & Safe   $    914.19

    MOD       20 - Invoice #1       Security Coverage for 1/19-       Burns Int'l Security  $ 53,283.87
                                             1/31/03                       Services

    MOD       20 - Invoice #2       Security Coverage for 1/19-       Burns Int'l Security  $ 60,069.08
                                             1/31/03                       Services

    MOD       21 - Invoice #1    Security Coverage for 2/1-2/28/03    Burns Int'l Security  $ 53,537.00
                                                                           Services

    MOD       21 - Invoice #2    Security Coverage for 2/1-2/28/03    Burns Int'l Security  $ 59,770.98
                                                                           Services

    MOD       21 - Invoice #3    Security Coverage for 2/1-2/28/03    Burns Int'l Security  $ 58,384.70
                                                                           Services

    MOD       21 - Invoice #4    Security Coverage for 2/1-2/28/03    Burns Int'l Security  $ 57,502.50
                                                                           Services

    TSR          1/17/2003         Rekey of various locks in 701       Action Lock & Safe   $    221.99

    TSR          1/30/2003         Rekey of various locks in 701       Action Lock & Safe   $    179.20

    TSR          1/30/2003         Rekey of various locks in 701       Action Lock & Safe   $  2,346.96

    TSR          2/27/03 -         Rekey of various locks in 701       Action Lock & Safe   $    407.22
                Invoice #1

    TSR          2/27/03 -         Rekey of various locks in 701       Action Lock & Safe   $    243.01
                Invoice #1

                                                                             TOTAL          $535,750.12
</Table>


                               SLA #7 - Exhibit 1
                                     Page 2
<PAGE>

--------------------------------------------------------------------------------
   UNITED STATES OF AMERICA         SUPPLEMENTAL AGREEMENT    DATE
 SUPPLEMENTAL LEASE AGREEMENT       No. 8

                                    --------------------------------------------
                                    TO LEASE NO. DTSA20-03-R-00528
--------------------------------------------------------------------------------
ADDRESS OF PREMISES: 601/701 S. 12th Street
                     Arlington, VA 22202
--------------------------------------------------------------------------------
THIS AGREEMENT, made and entered into this date by and between: MCI WORLDCOM
NETWORK SERVICES, INC.
Whose address is:
                 c/o Spaulding & Slye Colliers International
                 1717 Pennsylvania Avenue, NW, Suite 1000
                 Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

1. Acceptance of Space: In March 2003, the Government accepted 31,230 BOMA
   Rental Square Feet ("BRSF") (such being 28,393 BOMA Office Usable Square Feet
   ("BUSF")) of Phase I space in its "as-is" condition per the schedule
   identified in Exhibit A of this SLA.

   AS OF MARCH 31, 2003, THE GOVERNMENT HAS ACCEPTED A TOTAL OF 345,972 BRSF
   (SUCH BEING 314,539 BUSF) OF PHASE I SPACE.

2. Office Rental: For this 31,230 BRSF (such being 28,393 BUSF), the Government
   shall pay an annual rent of $721,750.06 ($25.42 per BUSF) at a rate of
   $60,145.84 per MONTH in arrears. Pro-rated rental for this space for March
   2003 shall be $60,145.84.

   TOTAL ANNUAL RENTAL FOR ALL GOVERNMENT SPACE ACCEPTED TO DATE SHALL BE
   $7,256,423.46 ($20.00 PER BUSF FOR 136,376 BUSF; $25.42 PER BUSF FOR 178,163
   BUSF) AT A RATE OF $604,701.96 PER MONTH IN ARREARS. TOTAL PRO-RATED RENTAL
   FOR MARCH 2003 SHALL BE $604,701.96.

3. Parking Rental: Per the ratio of space the Government has accepted per this
   SLA in relation to the total buildings' total square footage, the Government
   shall pay for an additional 5.8% of the total garage, which equates to an
   annual parking rental of $71,343.48 at a rate of $5,945.29 per MONTH in
   arrears. Pro-rated rental for this portion of the garage for March 2003 shall
   be $5,945.29.

   TOTAL ANNUAL RENTAL FOR THE GARAGE, BASED UPON THE PERCENTAGE OF TOTAL SQUARE
   FOOTAGE ACCEPTED BY THE GOVERNMENT TO DATE IN RELATION TO TOTAL BUILDING
   SQUARE FOOTAGE, SHALL BE 63.99% OF THE ANNUAL TOTAL GARAGE RENTAL RATE OR
   $787,115.39 AT A RATE OF $65,592.95 PER MONTH IN ARREARS. TOTAL PRO-RATED
   GARAGE RENTAL FOR MARCH 2003 SHALL BE $65,592.95.




(Continued on next page)







GSA DC 68-1176                                                  GSA FORM 276 JUL
67

<PAGE>

ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.




IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

--------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.



BY: /s/ Brian H. Trosper                         Vice President
   ------------------------------                ------------------------------
    (Signature)                                   (Title)



IN THE PRESENCE OF (witnessed by:)



                                                  2400 North Glenville Dr.
/s/ Susan E. Baker                                Richardson, Tx. 75082
----------------------------------                ------------------------------
(Signature)                                       (Address)

--------------------------------------------------------------------------------
UNITED STATES OF AMERICA



BY: ____________________________                 _______________________________
    (Signature)                                  (Title)

--------------------------------------------------------------------------------
GSA DC 68-1176                                                  GSA FORM 276 JUL
67

<PAGE>
LEASE # DTSA20-03-R-00528
EXHIBIT A - SLA #8
MARCH 2003 ACCEPTANCE OF SPACE

MARCH 1, 2003 ACCEPTANCE OF SPACE
<Table>
<Caption>
BUILDING        FLOOR     % OF FLOOR     FLOOR RSF      RSF OCCUPIED        BUILDING CAF        USF OCCUPIED
--------        -----     ----------     ---------      ------------        ------------        ------------
<S>             <C>       <C>            <C>            <C>                 <C>                 <C>
W701             11           50%          20,820          10,410              1.0999                9,464
W701             12          100%          20,820          20,820              1.0999               18,929
                                                           ------                                   ------
                                           TOTAL           31,230                                   28,393
                                                           ======                                   ======
</Table>

<Table>
<Caption>
                                                 RSF OCCUPIED                       USF OCCUPIED
                                                 ------------                       ------------
<S>                                              <C>                                <C>
FEBRUARY SPACE ACCEPTANCE TOTALS                    31,230                             28,393
</Table>

<Table>
<Caption>
                                                 RSF OCCUPIED                       USF OCCUPIED
                                                 ------------                       ------------
<S>                                              <C>                                <C>
TOTAL SPACE ACCEPTED AS OF MARCH 1, 2003           345,972                            314,539
</Table>
<PAGE>
REPRESENTATIONS AND CERTIFICATIONS   Solicitation Number         Dated
(Acquisition of Leasehold                 DTSA20-03-R-00528
Interests In Real Property)

Complete appropriate boxes, sign the form, and attach to offer.

The Offeror makes the following Representations and Certifications. NOTE: The
"Offerer," as used on this form, is the owner of the property offered, not an
individual or agent representing the owner.

   1.    52.219-1 - SMALL BUSINESS PROGRAM REPRESENTATIONS {NOV 1999)

         (a)    (1)      The standard industrial classification (SIC) code for
                         this acquisition is 6515.

                (2)      The small business size standard applicable to this
                         acquisition is average annual gross revenues of $15
                         million or less for the preceding three fiscal years.

                (3)      The small business size standard for a concern which
                         submits an offer in its own name, other than on a
                         construction or service contract, but which proposes to
                         furnish a product which it did not itself manufacture,
                         is 500 employees.

         (b)    Representations.

                (1)      The Offeror represents as part of its offer that it [ ]
                         is, [X] is not a small business concern.

                (2)      (Complete only if offeror represented itself as a small
                         business concern paragraph (b)(1) of this provision.)
                         The Offeror represents, for general statistical
                         purposes that it [  ] is, [X] is not a small
                         disadvantaged business concern as defined in 13 CFR
                         124.1002.

                (3)      (Complete only if offerer represented itself as a small
                         business concern in paragraph (b)(1) of this section.)
                         The Offeror represents as part of its offer that it [ ]
                         is, [ ] is not a women-owned small business concern.

                (4)      [Complete only if offerer represented itself as a small
                         business concern in paragraph (b)(1) of this
                         provision.] The offeror represents, as part of its
                         offer, that it--

                         (i) [ ] is, [ ] is not a HUBZone small business concern
                         listed, on the date of this representation, on the List
                         of Qualified HUBZone Small Business Concerns maintained
                         by the Small Business Administration, and no material
                         change in ownership and control, principal office of
                         ownership, or HUBZone employee percentage has occurred
                         since it was certified by the Small Business
                         Administration in accordance with 13 CFR Part 126; and

                         (ii) It [ ] is, [ ] is not a joint venture that
                         complies with the requirements of 13 CFR Part 126, and
                         the representation in paragraph (b)(4){i) of this
                         provision is accurate for the HUBZone small business
                         concern or concerns that are participating in the joint
                         venture. [The offeror shall enter the name or names of
                         the HUBZone small business concern or concerns that,
                         are participating in the joint venture:______________.]
                         Each HUBZone small business concern participating in
                         the joint venture shall submit a separate signed copy
                         of the HUBZone representation.

                (5)      [Complete if offeror represented itself as
                         disadvantaged in paragraph (b)(2) of this provision).
                         The offeror shall check the category In which its
                         ownership falls:

                         ____   Black American.

                         ____   Hispanic American.

                         ____   Native American (American Indians, Eskimos,
                                Aleuts, or Native Hawaiians).

                         ____   Asian-Pacific American (persons with origins
                                from Burma, Thailand, Malaysia, Indonesia,
                                Singapore, Brunei, Japan, China, Taiwan, Laos,
                                Cambodia (Kampuchea), Vietnam, Korea,
                                The Philippines, U.S. Trust Territory of the
                                Pacific Islands (Republic of Palau), Republic of
                                the Marshall Islands, Federated States of
                                Micronesia, the Commonwealth of the Northern
                                Mariana Islands, Guam, Samoa, Macac, Hong Kong,
                                Fiji, Tonga, Kiribati, Tuvalu, or Nauru).

                         ____   Subcontinent Asian (Asian-Indian) American
                                (persons with origins from India, Pakistan,
                                Bangladesh, Srt Lanka, Bhutan, the Maldives
                                Islands, or Nepal).

                         ____   Individual/concern, other than one of the
                                preceding.

        (c)    Definitions. Small business concern, as use in this provision,
               means a concern, including its affiliates, that is independently
               owned and operated, not dominant in the field of operation in
               which it is bidding on Government contracts, and qualified as a
               small business under the criteria in 13 CFR Part 121 and the size
               standard in paragraph (a) of this provision.

               Women-owned small business concern, as use in this provision,
               means a small business concern--

               (1)      Which is at least 51 percent owned by one or more women
                        or, in the case of any publicly owned business, at
                        least 51 percent of the stock of which is owned by one
                        or more women; and

               (2)      Whose management and daily business operations are
                        controlled by one or more women.

        (d)    Notice.

               (1)      If this solicitation is for supplies and has been set
                        aside, in whole or in part, for small business concerns,
                        then the clause in this solicitation providing notice of
                        the set-aside contains restrictions on the source of the
                        end items to be furnished.

               (2)      Under 15 U.S.C. 645(d), any person who misrepresents a
                        firm's status as a small, small disadvantaged, or
                        women-owned small business concern in order to obtain a
                        contract to be awarded under the preference


INITIALS /s/ [ILLEGIBLE] & /s/ [ILLEGIBLE]
         ---------------   ---------------

                                                GSA FORM 3518 PAGE 1 (REV 12/99)


<PAGE>
                        programs established pursuant to sections 8(a), 8(d), 9,
                        or 15 of the Small Business Act or any other provision
                        of Federal law that specifically references section 8(d)
                        for a definition of program eligibility, shall-

                         (i)    Be punished by imposition of fine, imprisonment,
                                or both;

                        (ii)    Be subject to administrative remedies, including
                                suspension and debarment; and

                       (iii)    Be ineligible for participation in programs
                                conducted under the authority of the Act.

   2.    52:204-5 - WOMEN-OWNED BUSINESS (OTHER THAN SMALL BUSINESS) (MAY 1999)

         (a)    Definition. "Women-owned business concern," as used in this
                provision, means a concern which is at least 51 percent owned by
                one or more women; or in the case of any publicly owned
                business, at least 51 percent of its stock is owned by one or
                more women; and whose management and daily business operations
                are controlled by one or more women.

         (b)    Representation. [Complete only if the offeror is a women-owned
                business concern and has not represented itself as a small
                business concern in paragraph (b)(1) of FAR 52.219-1, Small
                Business Program Representations, of this solicitation.] The
                offeror represents that it [ ] is a women-owned business
                concern.

   3.    52.222-22 - PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999)

         The Offeror represents that-

         (a)    It [X] has, [ ] has not participated in a previous contract or
                subcontract subject to the Equal Opportunity clause of this
                solicitation;

         (b)    It [X] has, [ ] has not filed all required compliance reports;
                and

         (c)    Representations indicating submission of required compliance
                reports, signed by proposed subcontractors, will be obtained
                before subcontract awards. (Approved by OMB under Control Number
                1215-0072.)

   4.    52.222-25 - AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

         The Offeror represents that-

         (a)   It [X] has developed and has on file, [ ] has not developed and
               does not have on file, at each establishment affirmative action
               programs required by the rules and regulations of the Secretary
               of Labor (41 CFR 60-1 and 60-2), or

         (b)   It [ ] has not previously had contracts subject to the written
               affirmative action programs requirement of the rules and
               regulations of the Secretary of Labor. (Approved by OMB under
               Control Number 1215-0072.)

   5.    52.203-02 - CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (APR 1985}

         (Applies to leases which exceed $100,000 average net annual rental,
         including option periods.)

         (a)   The Offeror certifies that-

               (1)    The prices in this offer have been arrived at
                      independently, without, for the purpose of restricting
                      competition, any consultation, communication, or agreement
                      with any other Offeror or competitor relating to (i) those
                      prices, (ii) the intention to submit an offer, or (iii)
                      the methods or factors used to calculate the prices
                      offered;

               (2)    The prices in this offer have not been and will not be
                      knowingly disclosed by the Offeror, directly or
                      indirectly, to any other Offeror or competitor before bid
                      opening (in the case of a sealed bid solicitation) or
                      contract award (in the case of a negotiated solicitation)
                      unless otherwise required by law; and

               (3)    No attempt has been made or will be made by the Offeror to
                      induce any other concern to submit or not to submit an
                      offer for the purpose of restricting competition.

         (b)   Each signature on the offer is considered to be a certification
               by the signatory that the signatory-

               (1)    Is the person in the Offeror's organization responsible
                      for determining the prices being offered in this bid or
                      proposal, and that the signatory has not participated and
                      will not participate In any action contrary to
                      subparagraphs (a)(1) through (a)(3) above; or

               (2)     (i)      Has been authorized, in writing, to act as agent
                                for the following principals in certifying that
                                those principals have not participated, and will
                                not participate in any action contrary to
                                subparagraphs (a)(1) through (a)(3) above John
                                Dubel, CFO. [insert full name of person(s) in
                                the Offeror's organization responsible for
                                determining the prices offered in this bid or
                                proposal, and the title of his or her position
                                in the Offeror's organization];

                      (ii)      As an authorized agent, does certify that the
                                principals named in subdivision (b)(2)(i) above
                                have not participated, and will not participate,
                                in any action contrary to subparagraphs (a)(1)
                                through (a)(3) above; and

                     (iii)      As an agent, has not personally participated,
                                and will not participate, in action contrary to
                                subparagraphs (a)(1) through (a)(3) above.


         (c)   If the Offeror deletes or modifies subparagraph (a)(2) above, the
               Offeror must furnish with its offer a signed statement setting
               forth in detail the circumstances of the disclosure,

   6.    52.203-11 - CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO
         INFLUENCE CERTAIN FEDERAL TRANSACTIONS (APR 1991) (DEVIATION)


INITIALS: /s/ [ILLEGIBLE] & /s/ [ILLEGIBLE]
          ---------------   ---------------
          LESSOR            GOVERNMENT

                                                GSA FORM 3518 PAGE 2 (REV 12/99)


<PAGE>
         (Applies to leases which exceed $100,000.)

         (a)   The definitions and prohibitions contained in the clause, at FAR
               52.203-12, Limitation on Payments to Influence Certain Federal
               Transactions, are hereby incorporated by reference in paragraph
               (b) of this certification.

         (b)   The offeror, by signing its offer, hereby certifies to the best
               of his or her knowledge and belief that on or after December 23,
               1989,-

               (1)      No Federal appropriated funds have been paid or will be
                        paid to any person for influencing or attempting to
                        influence an officer or employee of any agency, a Member
                        of Congress, an officer or employee of Congress, or
                        an employee of a Member of Congress on his or her behalf
                        in connection with the awarding of a contract resulting
                        from this solicitation.

               (2)      If any funds other than Federal appropriated funds
                        (including profit or fee received under a covered
                        Federal transaction) have been paid, or will be paid, to
                        any person for influencing or attempting to influence an
                        officer or employee of any agency, a Member of Congress,
                        an officer or employee of Congress, or an employee of a
                        Member of Congress on his or her behalf in connection
                        with this solicitation, the offeror shall complete and
                        submit, with its offer, OMB standard form LLL,
                        Disclosure of Lobbying Activities, to the Contracting
                        Officer; and

               (3)      He or she will include the language of this
                        certification in all subcontract awards at any tier and
                        require that all recipients of subcontract awards in
                        excess of $100,000 shall certify and disclose
                        accordingly.

         (c)   Submission of this certification and disclosure is a prerequisite
               for making or entering into this contract imposed by section
               1352, title 31, United States Code. Any person who makes an
               expenditure prohibited under this provision or who fails to file
               or amend the disclosure form to be filed or amended by this
               provision, shall be subject to a civil penalty of not less than
               $10,000, and not more than $100,000, for each such failure.

 7.    52.209-5 -   CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED
       DEBARMENT, AND OTHER RESPONSIBILITY MATTERS {MAR 1996)

       (Applies to LEASES which EXCEED $100,000 AVERAGE net annual rental,
       including option periods.)

       (a)     (1)      The Offeror certifies, to the best of its knowledge and
                        belief, that-

                        (i)     The Offeror and/or any of its Principals-

                                   (A)  Are [ ] are not [X] presently debarred,
                                        suspended, proposed for debarment, or
                                        declared ineligible for the award of
                                        contracts by any Federal agency;

                                   (B)  Have [ ] have not [X] within a
                                        three-year period preceding this offer,
                                        been convicted of or had a civil
                                        judgment rendered against them for:
                                        commission of fraud or a criminal
                                        offense in connection with obtaining,
                                        attempting to obtain, or performing a
                                        public (Federal, State, or local)
                                        contract or subcontract; violation of
                                        Federal or State antitrust statutes
                                        relating to the submission of offers; or
                                        commission of embezzlement, theft,
                                        forgery, bribery, falsification or
                                        destruction of records, making false
                                        statements, tax evasion, or receiving
                                        stolen property; and

                                   (C)  Are [ ] are not [ ] presently indicted
                                        for, or otherwise criminally or civilly
                                        charged by a governmental entity with,
                                        commission of any of the offenses
                                        enumerated in subdivision (a)(1)(l)(B)
                                        of this provision. (See Note at end of
                                        document)

                        (ii)    The Offeror has [ ] has not [X], within a
                                three-year period preceding this offer had one
                                or more contracts terminated for default by an
                                Federal agency.


               (2)      "Principals," for the purposes of this certification,
                        means officers; directors; owners; partners; and,
                        persons having primary management or supervisory
                        responsibilities within a business entity (e.g., general
                        manager; plant manager; head of a subsidiary, division,
                        or business segment, and similar positions).

       THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY
       OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT
       CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION
       1001, TITLE 18, UNITED STATES CODE.

       (b)     The Offeror shall provide immediate written notice to the
               Contracting Officer if, at any time prior to contract award, the
               Offeror learns that its certification was erroneous when
               submitted or has become erroneous by reason of changed
               circumstances.

       (c)     A certification that any of the items in paragraph (a) of this
               provision exists will not necessarily result in withholding of an
               award under this solicitation: However, the certification will be
               considered in connection with a determination of the Offeror's
               responsibility. Failure of the Offeror to furnish a certification
               or provide such additional information as requested by the
               Contracting Officer may render the Offeror nonresponsible.

       (d)     Nothing contained in the foregoing shall be construed to require
               establishment of a system of records in order to render, in good
               faith, the certification required by paragraph (a) of this
               provision. The knowledge and information of an Offeror is not
               required to exceed that which is normally possessed by a prudent
               person in the ordinary course of business dealings.

       (e)     The certification in paragraph (a) of this provision is a
               material representation of fact upon which reliance was placed
               when making award. If it is later determined that the Offeror
               knowingly rendered an erroneous certification, in addition to
               other remedies available to the Government, the Contracting
               Officer may terminate the contract resulting from this
               solicitation for default.

 8.    52.204-3 - TAXPAYER IDENTIFICATION (JUN 1997)

       (a)     Definitions.


INITIALS: /s/ [ILLEGIBLE] & /s/ [ILLEGIBLE]
          ---------------   ---------------
          LESSOR            GOVERNMENT

                                                GSA FORM 3518 PAGE 3 (REV 12/99)

<PAGE>
               "Common parent" as used in this solicitation provision, means
               that corporate entity that owns or controls an affiliated group
               of corporations that files its Federal income tax returns on a
               consolidated basis, and of which the offeror is a member.

               "Taxpayer Identification Number (TIN)," as used in this
               solicitation provision, means the number required by the IRS to
               be used by the offeror in reporting income tax and other returns.
               The TIN maybe either a Social Security Number or an Employer
               Identification Number.

       (b)     All offerors must submit the information required in paragraphs
               (d) through (f) of this provision to comply with debt collection
               requirements of 31 U.S.C. 7701(c) and 3325(3), reporting
               requirements of 26 U.S.C. 6041, 6041A, and 6050M, and
               implementing regulations issued by the IRS. If the resulting
               contract is subject to the payment reporting requirements
               described in Federal Acquisition Regulation (FAR) 4.904, the
               failure or refusal by the offeror to furnish the information may
               result in a 31 percent reduction of payments otherwise due under
               the contract.

       (c)     The TIN may be used by the Government to collect and report on
               any delinquent amounts arising out of the offeror's relationship
               with the Government (31 U.S.C. 7701(c)(3)). If the resulting
               contract is subject to the payment reporting requirements
               described in FAR 4.904, the TIN provided hereunder may be matched
               with IRS records to verify the accuracy of the offeror's TIN.

       (d)     Taxpayer Identification Number (TIN).

               -     TIN: 13-2745892

               -     TIN has been applied for.

               -     TIN is not required because:

               -     Offeror is a nonresident alien, foreign corporation, or
                     foreign partnership that does not have income effectively
                     connected with the conduct of a trade or business in the
                     United States and does not have an office or place of
                     business or a fiscal paying agent in the United States;

               -     Offeror is an agency or instrumentality of a foreign
                     government;

               -     Offeror is an agency or instrumentality of the Federal
                     government;

       (e)     Type of organization.

               -     Sole proprietorship;

               -     Partnership; Not a corporate entity:

               -     Corporate entity (not tax-exempt);

               -     Corporate entity (tax-exempt);

               -     Government entity (Federal, State, or local);

               -     Foreign government;

               -     International organization per 26 CFR 1.6049-4;

               -     Other   _________________________.

       (f)     Common Parent.

               -     Offeror is not owned or controlled by a common parent as
                     defined in paragraph (a) of this provision.

               -     Name and TIN of common parent:

                     Name________________________________
                     TIN_________________________________

 9.      OFFEROR'S DUNS NUMBER (APR 1996)

         Enter number, if known:________________________________


OFFEROR OR           Name and Address (Including ZIP Code)     Telephone Number
AUTHORIZED
REPRESENTATIVE             500 Clinton Center Drive             (601)460-3470
                               Clinton, MS 39056.


                        /s/ [ILLEGIBLE]                              12-11-02
                        ----------------------------------      ----------------




               Note: WorldCom, Inc., the Lessor's indirect parent, is subject to
               a civil fraud complaint brought prior to the commencement of
               WorldCom, Inc and its affiliates chapter 11 case by the
               Securities and Exchange Commission currently pending in the
               United States District Court for the Southern District of New
               York (Rakoff, J.). In addition, certain former Principal(s) of
               Lessor's are presently under indictment by the United States
               Attorney's Office for the Southern District of New York for
               conspiring to violate the federal securities laws and substantial
               related offenses.



INITIALS /s/ [ILLEGIBLE] & /s/ [ILLEGIBLE]
         ---------------   ---------------
             LESSOR          GOVERNMENT

                                                GSA FORM 3518 PAGE 4 (REV 12/99)


<PAGE>
<TABLE>
<S>                                             <C>                                         <C>
GENERAL SERVICES ADMINISTRATION                 1.   SOLICITATION FOR OFFERS                1.  STATEMENT DATE
PUBLIC BUILDINGS SERVICE                             DTSA20-03-R-00528                          11/26/02

LESSOR'S ANNUAL COST STATEMENT
IMPORTANT - Read attached "Instructions"        3A. RENTABLE         3B. ENTIRE BUILDING    3B. LEASED BY GOV'T
                                                    AREA (Sq. FT,)       (BOMA OFFICE AREA)
                                                    540,707              491,607                491,607


BUILDING NAME AND ADDRESS (No., street, city, state, and zip code) 601/701 S, 12th Street
                                                                  Arlington, VA 22202

           SECTION I - ESTIMATED ANNUAL COST OF SERVICES AND UTILITIES
               FURNISHED BY LESSOR AS PART OF RENTAL CONSIDERATION

        SERVICES AND UTILITIES                                           LESSOR'S ANNUAL COST FOR                 FOR GOVERNMENT
                                                                                                                     USE ONLY
                                                              (a) ENTIRE BUILDING         (b) GOV'T-LEASED AREA         (c)


A.   CLEANING, JANITOR AND/OR CHAR SERVICE

     5.   SALARIES                                                       $  511,566               $ 511,566
                                                                         ----------               ----------
     6.   SUPPLIES (Wax, cleansers, cloths, etc.)                        $   16,221               $  16,221
                                                                         ----------               ----------
     7.   CONTRACT SERVICES (Window washing, waste and snow removal)     $   72,478               $  72,478
                                                                         ----------               ----------

B.   HEATING

     8.   SALARIES                                                       $  336,733               $  336,733
                                                                         ----------               ----------
     9.   FUEL
          ("X" one)      OIL      GAS       COAL      X  ELECTRIC        $1,162,520               $1,162,520
                                                                         ----------               ----------
    10.   SYSTEM MAINTENANCE AND REPAIR:                                 $   81.035               $   81,035
                                                                         ----------               ----------
C.  ELECTRICAL

    11.   CURRENT FOR LIGHT AND POWER (Including elevators)
                                                                         ----------               ----------
    12.    REPLACEMENT OF BULBS, TUBES, STARTERS                         $    7,500               $    7,500
                                                                         ----------               ----------
    13.    POWER FOR SPECIAL EQUIPMENT
                                                                         ----------               ----------
    14.    SYSTEM MAINTENANCE AND REPAIR (Ballasts, fixtures, etc.)
                                                                         ----------               ----------
D.  PLUMBING
    15.    WATER (for all purposes) (Include sewage charges)             $   81,106               $   81,106
                                                                         ----------               ----------
    16.    SUPPLIES (Soap, towels, tissues not in 6 above)               $   16,221               $   16,221
                                                                         ----------               ----------
    17.    SYSTEM MAINTENANCE AND REPAIR
                                                                         ----------               ----------
    AIR CONDITIONING

    18.    UTILITIES (Include electricity, if not in C11)
                                                                         ----------               ----------
    19.    SYSTEM MAINTENANCE AND REPAIR
                                                                         ----------               ----------
F.  ELEVATORS

    20.    SALARIES (Operators, starters, etc.)
                                                                         ----------               ----------
    21.    SYSTEM MAINTENANCE AND REPAIR                                 $   59,478               $   59,478
                                                                         ----------               ----------
G.  MISCELLANEOUS (To the extent not included above)                     $  198,450               $  198.450
    22.    BUILDING ENGINEER AND/OR MANAGER

    23.    SECURITY (Watchmen, guards, not janitors)                     $   58,000               $   58,000
                                                                         ----------               ----------
    24.    SOCIAL SECURITY TAX AND WORKMEN'S COMPENSATION INSURANCE
                                                                         ----------               ----------
    25.    LAWN AND LANDSCAPING MAINTENANCE                              $    9,000               $    9,000
                                                                         ----------               ----------
    26.    OTHER (Explain on separate sheet)                             $   60,100               $   60,100
                                                                         ----------               ----------
    27.    TOTAL                                                         $2,670,408               $2,670,408
                                                                         ----------               ----------


                            SECTION II - ESTIMATED ANNUAL COST OF OWNERSHIP EXCLUSIVE OF CAPITAL CHARGES

    28.    REAL ESTATE TAXES                                             $  722,957               $  722,957
                                                                         ----------               ----------
    29.    INSURANCE (Hazard, liability, etc.)                           $  135,177               $  135,177
                                                                         ----------               ----------
    30.    BUILDING MAINTENANCE AND RESERVES FOR REPLACEMENT
                                                                         ----------               ----------
    31.    LEASE COMMISSION
                                                                         ----------               ----------
    32.    MANAGEMENT                                                    $  331,071               $  331,071
                                                                         ----------               ----------
    33.    TOTAL                                                         $1,189,205               $1,189,205
                                                                         ----------               ----------

 LESSOR'S CERTIFICATION - The amounts entered In Columns (a)             34.   SIGNATURE OF
 and (b) represent my best estimate as to the annual costs                        OWNER           LEGAL AGENT
 of services, utilities and ownership.

                           TYPED NAME AND TITLE                          SIGNATURE                            DATE

    34A.   John Dubel, Chief Financial                                  34B. /s/ [ILLEGIBLE]           34C.   12-11-07
                        Officer
    35A.                                                                35B.                           35C.

 SFO NO. DTSA 20-03-R-00528                                                                              GSA FORM 1217
 Use or disclosure of information on this page is subject to the restrictions set-forth on the cover page.
</TABLE>


<PAGE>
                                  INSTRUCTIONS
                                       FOR
                         LESSOR'S ANNUAL COST STATEMENT
                                  GSA FORM 1217


acquiring space by lease, it is the established policy of GSA to enter into
leases only at rental charges which are consistent with prevailing scales in
community for comparable facilities.

                                   ITEM NUMBER

1.       Enter the Government lease or Solicitation for Offers number, if
         available.

2.       Enter the date that your statement was prepared and signed.

3.   A.  Enter in this block a computation of the rentable area (multiple
         tenancy basis) for the entire building. The rentable area shall be
         computed by measurement to the inside finish of permanent outer
         building walls to the inside finish of corridor walls (actual or
         proposed) or to other permanent partitions, or both. Rentable space is
         the area for which a tenant is charged rent. It is determined by the
         building owner and may vary by city or by building within the same
         city. The rentable space may include a share of building support/common
         areas such as elevator lobbies, building corridors, and floor service
         areas. Floor service areas typically include restrooms, janitor rooms,
         telephone closets, electrical closets, and mechanical rooms. The
         rentable space generally does not include vertical building
         penetrations and their enclosing walls, such as stairs, elevator
         shafts, and vertical ducts.

     B.  Enter in this block a computation of the rentable area to be rented to
         the Government. For this area, follow the procedure as outlined above,
         except that measurements are to be made only to the center of the
         partitions which separate the area to be rented by the Government from
         adjoining rented or rentable areas.

4.       Identify the property by name and address.



                                    SECTION I
                              ESTIMATED ANNUAL COST
                           OF SERVICES AND UTILITIES

5.-26.   The services and utilities listed in this section are required in most
         of our rented space whether furnished by the Government or the Lessor.

         Carefully review the Solicitation for Offers and/or the proposed lease
         to identify those services and utilities to be furnished by you as part
         of the rental consideration. Then enter your best cost estimate, or the
         actual cost from the previous year, for each of these services and
         utilities in column (a) for the entire building and in column (b) for
         the area to be rented to the Government. If any service or utility
         furnished for the space rented by the Government is not furnished
         throughout the building, or the cost of a service or utility furnished
         to the Government space exceeds the cost of the same service or utility
         furnished to other rented space, explain on a separate sheet. For
         convenience, each major category has been divided into separate items
         such as salaries and supplies so that they may be entered when
         applicable. However, in the event that your records are not maintained
         for each item contained in Section I, 5 through 26, the total for a
         major category (A through F) may be entered under the category heading
         in columns (a) and (b) in lieu of the specific items. System
         maintenance and repairs includes the annual cost of such items as
         oiling, inspecting, cleaning, regulating, and routine replacement
         costs.

                                   SECTION II
                       ESTIMATED ANNUAL COST OF OWNERSHIP
                          EXCLUSIVE OF CAPITAL CHARGES

Items 28 through 32 will be useful in the Government's determination of the fair
market value of the space to be rented and shaft be completed irrespective of
whether Section I is applicable, as follows:

28.      Include all applicable real estate taxes imposed upon the property.

29.      Enter the annual cost of fire, liability, and other insurance carried
         on the real estate.

30.      Enter the annual cost of wages, materials, and outside services used in
         repairs and maintenance of the building itself and all similar repairs
         and maintenance costs not included in Section I above (Heating,
         Electrical, Plumbing, Air Conditioning, and Elevators). This includes
         major repairs and changes in the nature of a permanent improvement such
         as annual cost to replace relatively short-lived items such as boilers,
         compressors, elevators, and roof coverings.

31.      Enter any lease commission which you may be responsible for due to the
         Government leasing action.

32.      Include administrative expenses such as agency fees, legal fees,
         auditing, and advertising. Do not include financial charges such as
         income or corporate taxes or organization expense.

34/35.   Complete Lessor certification.



<PAGE>


            Attachment to GSA Form 1217 - Line 26


<TABLE>

<S>                             <C>
Energy Management               $       6,000
Fire & Life Safety              $      23,600
Tools                           $       3,000
Road Maintenance                $       4,000
Door & Floor Maint/Rpr          $       6,500
Pest Control                    $       4,000
Gas/Oil                         $       1,000
Misc Building Repairs           $      12,000
                                -------------
TOTAL OTHER                     $      60,100
                                =============
</TABLE>


Use or disclosure of information on this page is subject to the restrictions
set forth on the cover page.


                                       1
<PAGE>
                                   EXHIBIT A
                                    SECURITY

GENERAL

Each tower of the building has a perimeter access security system with card
readers and two security guards (one at each entrance) in the lobbies with CCTV
monitoring capability. Employee identifications are scanned at the security
desk. Security cameras monitor each floor elevator lobby.

The main security control room is located in the East Tower and serves both
towers. Both towers are equipped with 24-hour intrusion detection systems,
supplemented by CCTV monitoring of the building and parking entrances.

WEST TOWER   West Tower has 6 APC units located in the following telephone
closets: 11N, 7N, 4N, 3S, 2N, 1S.

         FLOORS 2-12 HAVE THE FOLLOWING SECURITY:

         -        Electric magnetic locks secure each lobby double glass door
                  and HDD Proximity readers controlled by Sensormatic Advanced
                  Processing Control units

         -        North and South stairwell doors secured by electric mortise
                  locks

         -        Each double glass door is monitored by a CCTV camera

         -        Video is captured by Panasonic time lapse VCR and 16 camera
                  MUX processor housed in telephone closet on 1st floor, south
                  side.

         LOBBY & 1ST FLOOR;


         -        Center stairwell access to 1st floor-electric strike and
                  proximity reader

         -        Handicap access door-electric magnetic lock and proximity
                  reader

         -        IN/OUT readers at each desk, front and rear

         -        Rear lobby doors are secured by electric magnetic locks o
                  Front and rear lobbies are covered by 1 camera each

         -        Handicap entrance is covered from the outside via 1 CCTV
                  camera

EAST TOWER:  East Tower has 9 APC units located in the following telephone
             closets 11S, 1OS, 9S, 7S, 5N, 3S, 2S, 145N, 1N Computer Room.

         FLOORS 2, 7, & 12 HAVE THE FOLLOWING SECURITY:


Lessor /s/ [ILLEGIBLE]  GOV'T /s/ [ILLEGIBLE]
       ---------------        ---------------

                              Exhibit A - Security
                                   Page 1 of 3


<PAGE>
         -        Delayed egress electric magnetic locks securing each lobby
                  double glass door and HDD Proximity readers

         -        Center stairwell entrances secured by electric strike locks
                  and proximity readers

         -        North and South stairwell doors secured by electric mortise
                  locks

         -        Each double glass door is monitored by a CCTV camera

         FLOORS 6N & 5N:

         -        Two entrances secured with electric strikes and proximity
                  readers

         FLOOR 4N

         -        Main entrance and two entrances to 4N computer room secured
                  with electric strikes and proximity readers

          FLOOR 4S:

         -        Main entrance, secured with magnetic lock and proximity reader

         -        South stairwell entrance, electric strike and swipe card
                  reader

         1ST FLOOR AND LOBBY AREA:

         -        Center stairwell access to 1st floor, electric strike and
                  proximity reader, handicap access door-electric magnetic lock
                  and proximity reader

         -        IN/OUT readers at each desk, front and rear

         -        Rear lobby doors are secured by electric magnetic locks

         -        Front and rear lobbies are covered by 3 cameras, and the
                  handicap entrance is covered from the outside via 1 CCTV
                  camera

         -        1N computer room, 3 entrances, electric strike locks and
                  proximity readers. Two entrances and main area in room covered
                  by CCTV cameras

         -        1S computer room, electric strike and proximity reader

         CONTROL ROOM:

         -        Access control system, Computer using Ccure 800 software
                  integrated with Sensormatic Advanced Processing Control Units.
                  Model 30 on a Dell server

         -        Three time lapse Panasonic VCR's and three 16 camera MUX
                  processing units.

PARKING LEVELS:

         -        CCTV cameras in PI & PII elevator lobbies, 3 cameras covering
                  loading dock and shipping/receiving area.

         -        Parking levels covered by 13 cameras.


Lessor /s/ [ILLEGIBLE]  GOV'T /s/ [ILLEGIBLE]
       ---------------        ---------------

                              Exhibit A - Security
                                   Page 2 of 3


<PAGE>



GARAGE:

         -        The garage has 2 entrances. Main controls are in the booths at
                  each entrance. They are key controlled Open/Closed and On/Off
                  switches. Entrance gates and arms are tied into security
                  system and can be opened via card reader located at each
                  entrance.

         -        Exit gates open automatically on vehicle approach via sensor
                  pads installed at each exit.

         -        There is a separate garage shuttle elevator serving each tower
                  accessing the lobby. The loading dock and service corridor are
                  equipped with security cameras. Additional security cameras
                  are mounted at the roof parapet.


Lessor /s/ [ILLEGIBLE]  GOV'T /s/ [ILLEGIBLE]
       ---------------        ---------------

                              Exhibit A - Security
                                   Page 3 of 3


<PAGE>
                                   EXHIBIT B

EAST AND WEST FURNITURE INVENTORY

<Table>
<Caption>

                                   Cubicles                                              Office/Conf
                 ------------------------------------------------   ------------------------------------------------------
                                                                                              Small   Med    Large
                 <than                                                                        Conf    Conf   Conf
                 6x6    6x6    6x8   8x8     8x10    8x14   Total   Desks  Credenza Bookcase  Table   Table  Table   Total
<S>             <C>     <C>    <C>   <C>     <C>     <C>    <C>     <C>    <C>      <C>       <C>     <C>    <C>     <C>
West Tower
Floor 1            0      0      0      0       0       0      0        2         0      3       0     0        0        5
Floor 2            0      0      6     52       0       0     58       16        16     16       6     2        1       57
Floor 3            0      0      7    101       0       0    108       18        18     18       5     2        1       62
Floor 4            0      0      7    106       2       0    115        5         5      5       6     2        1       24
Floor 5            0      0      4     95       0       5    104        3         3      3       6     2        1       18
Floor 6            0      0      0     44       7       3     54        9         9      9       1     1        1       30
Floor 7            0      0      0     78       6       5     89        8         8      8       6     2        1       33
Floor 8            0      0      0     54       5       0     59       28        28     28       5     2        1       92
Floor 9            0      0      3     91       1       0     95        6         6      6       5     2        1       26
Floor 10           0      0      7    102       1       0    110        6         6      6       6     2        1       27
Floor 11           0      0      6    102       4       0    112       10        10     10       5     2        1       38
Floor 12           0      0     15     31       1       0     47       14        14     14       4     2        1       49
                  ---    ---   ----   ---      ---     ---   ---      ---       ---    ---      --    --       --      ---
Total West         0      0     55    856      27      13    951      125       123    126      55    21       11      461
                  ====   ===   ====   ===      ===     ===   ===      ===       ===    ===      ===   ==       ==      ===
East Tower
Floor 1            4      0      0     14       1       0     19        3         3      4       1     0        0       11
Floor 2            0     12     96      0      12       2    122        1         1      1       7     0        0       10
Floor 3            0    231      0      0       0       0    231        2         2      2       7     1        0       14
Floor 4            0    106      0      0       0       0    106        0         0     18       3     0        0        4
Floor 5            0      0     40     17       0       0     57       35        35     36       0     0        3      109
Floor 6            0      0     97      0       0       0     97       62        62     63       5     1        2      195
Floor 7            0      0    127      0      16       6    149        1         1      1      16     0        0       19
Floor 8            0      0      6    108       8       5    125        1         1      1      19     0        0       22
Floor 9            0      0     11     94      15       5    125        3         3      3       8     2        1       20
Floor 10           0      0     77     14      17       8    116        2         2      2       2     2        1       11
Floor 11           0      0    157      0      11       1    169        1         1      1       3     2        1        9
Floor 12           0      0      0     54      18       9     81        9         9      9       0     3        1       31
Total East         4    349    611    301      98      34  1,397      120       120    124      71    11        9      455
                  ====   ===   ====   ===      ===     ===   ===      ===       ===    ===      ===   ==       ==      ===
East West Total    4    349    666  1,157     125      47  2,348      245       243    250     126    32       20      916
                  ====   ===   ====   ===      ===     ===   ===      ===       ===    ===      ===   ==       ==      ===

<Caption>

                                    Seating                                                    Other
                --------------------------------------------------------  -------------------------------------------------
                                                                          5-Drawer
                                                                           Lat       Computer    Coffee/End     Cafeteria
                Cubicle  Conference  Office   Side Reception Sofa  Total   Files       Table        Table         Tables
West Tower
Floor 1              0         0        7        0     5      0      12         0          0           2           10
Floor 2             58        24       16       84     1      0     183        12          0           0            0
Floor 3            108        24        S      110     2      0     249        17          0           1            0
Floor 4            115        24        3      116     0      0     258        24          0           0            0
Floor 5            104        24        9      124     0      0     261        46          0           0            0
Floor 6             54        19        1      106     0      0     180        28          0           0            0
Floor 7             89        24        8      116     0      0     237         0          0           0            0
Floor 8             59        24       28      124     0      0     235        13          0           0            0
Floor 9             95        24        6      149     0      0     274        14          0           0            0
Floor 10           110        24        6      126     0      0     266        47          0           0            0
Floor 11           112        24       10      130     0      0     276        27          0           0            0
Floor 12            47        24       14       61     0      0     146        49          0           0            0
                   ---      ---       ----     ---    ---    ---    ---        --         ---         --          ---
Total West         951       259      113    1,246     8      0   2,577       277          0           3           10
                   ===      ====      ===    =====    ===   ===     ===       ===         ===         ===         ===
East Tower
Floor 1             19         0        3        6     0      1      29        14          0           2            0
Floor 2            122        26        1       30     0      0     179         0          0           0            0
Floor 3            353        16        2        0     4      0     375         0          0           0            5
Floor 4            109         0        0        0     0      0     109        22          0           0            7
Floor 5             57        36       35       87     2      0     217        37          5           0            0
Floor 6             97        40       62      116     0      0     315        81          5           0            0
Floor 7            149        48        1       46     6      0     250        46          0           3            0
Floor 8            125        54        7      132     0      0     318        36          0           0            0
Floor 9            125        19      3        140     0      0     287       126          0           0            0
Floor 10           116         6      2         66     0      0     190        40          0           0            0
Floor 11           169         9      1         26     0      0     205        63          0           0            0
Floor 12            81        10      9        126     0      0     226        70          0           0            0
Total East       1,522         264  126        775    12      1   2,700       535         10           5           12
                 =====        ====  ===      =====   ===     ===  =====       ===         ==         ===          ===
East West Total  2,473         523  239      2,021    20      1   5,277       812         10           8           22
                 =====        ====  ===      =====   ===     ===  =====       ===         ==         ===          ===

<Caption>

                                Other
                   ----------------------------------
                    Cafeteria Conf Rm
                      Chairs  Credenza    Total
<S>                 <C>       <C>         <C>
West Tower
Floor 1                50         0        62
Floor 2                 0         1        13
Floor 3                 0         1        19
Floor 4                 0         1        25
Floor 5                 0         1        47
Floor 6                 0         1        29
Floor 7                 0         1         1
Floor 8                 0         1        14
Floor 9                 0         1        15
Floor 10                0         1        48
Floor 11                0         1        28
Floor 12                0         1        50
                       --        --       ---
Total West             50        11       351
                       ==        ==       ===
East Tower
Floor 1                 0         0        16
Floor 2                 0         1         1
Floor 3                38         0        43
Floor 4                22         0        51
Floor 5                 0         2        44
Floor 6                 0         2        88
Floor 7                 0         0        49
Floor 8                 0         0        36
Floor 9                 2         1       129
Floor 10                2         1        43
Floor 11                2         1        66
Floor 12                3         1        74
Total East             69         9       640
                      ===        ==       ===
East West Total       119        20       991
                      ===        ==       ===
</Table>
<PAGE>


                                    EXHIBIT B



            iii) QUANTITY, QUALITY AND SUITABILITY OF FURNITURE, IF ANY.

                  Both the East and West Towers are furnished with a combination
                  of workstations, office and conference room furniture
                  including chairs and files.

                  The West Tower furniture is in good to excellent condition.
                  There is furniture for approximately 951 workstations, 90% of
                  which are 8' x 8', and 10% 6' x 8' and 8' x 10', and 115
                  private offices. The breakdown is 89% open workstations and
                  11% private office furniture. The 3rd and 12th floor systems
                  furniture is Knoll Morrison and the office furniture is Knoll
                  Reff wood product. The executive offices on the 12th floor
                  will not be furnished. The remaining floors have Kimball Cetra
                  wood workstations and office furniture. Knoll and Kimball are
                  leading manufacturers in the commercial office industry. The
                  Knoll Morrison and Reff and Kimball Cetra are the top of the
                  line products for each manufacturer.

                  The Knoll Morrison workstations have neutral fabric panels and
                  warm gray metal files and trim pieces and plastic laminate
                  work surfaces. The workstation configuration is typically a
                  u-shape work surface with overhead shelving and a personal
                  storage tower, which includes filing and coat storage. The
                  workstations are ergonomically designed with corner work
                  surfaces and above work surface power and data outlets. The
                  majority of panel heights are 54" H.

                  The Knoll Reff office furniture is modular in design with a
                  medium wood stain finish. The desk configuration is u-shape
                  with a "P-top" front work surface for easy conferencing. There
                  are overhead storage units and tack board above the work
                  surface.

                  The Kimball Cetra workstations are a wood furniture system
                  with neutral fabric panels, plastic laminate file/storage
                  units and work surfaces. The panels are detailed with medium
                  finish wood trim pieces. The workstations are ergonomically
                  designed with corner work surface and above work surface power
                  and data outlets. The majority of panel heights are 54" H.

                  The Kimball office furniture is also modular in design with a
                  light neutral plastic laminate u-shaped work surface and
                  files. All storage cabinets and files are lockable.

                  In the East Tower, the workstation and office furniture on the
                  renovated floors (2nd, 7, 8, 9, 10, 11, 12} is Kimball Cetra.
                  This furniture is in good to excellent condition. On these
                  floors, there is furniture for approximately 887 workstations
                  (53% are 6'x 8'; 30% are 8'x 8'; 17% are 6'x 6'and 8'x 14')
                  and 18 offices.

                  The workstation and office furniture is the Kimball Cetra
                  similar to the West Tower. The remaining floors have a
                  combination of older Herman Miller AO2 and Steelcase.


Use or disclosure of information on this page is subject to the restrictions
set-forth on the cover page.



<PAGE>




SFO DTSA20-03-R-00528                                              ATTACHMENT #1

                                 RATE STRUCTURE

Building: 601/701 S. 12th Street                            Term: 10 years firm
          ----------------------                                 ---------------

<TABLE>
<CAPTION>



           ANSI/BOMA OFFICE AREA SQUARE FEET OFFERED:                              ALL OFFERED SPACE


<S>  <C>                                                                           <C>
1.   Base Rate:
                                                                                        $ 25.33
     The INITIAL firm term base rate per ANSI/BOMA Officer Area square foot
     (BOSF) for the Building Shell (excluding the cost of services and utilities
     in line item #2 below).

     THE BASE RATE SHALL BE FLAT OVER THE FIRM TERM.

2.   The BASE YEAR operating costs per BOSF.  This equals
     the 27b of the GSA Form 1217 divided by the BOSF offered.                          $  5.42
                                                                                        -------

3.   Tenant Improvements:

     (a)      The annual cost to amortize the Tenant Improvements
              allowance, such allowance being $40.00 per BOSF                           $  4.00
              for evaluation.  Such amortization is to be
              compounded monthly over the term of the lease.

     (b)      The annual percentage interest rate, compounded                                 0%
              monthly, to be used by the Lessor to amortize the
              cost of the Tenant Improvements UP TO $40.00 per
              BOSF over the term of the lease.

     (c)      The annual percentage interest rate, compounded                                11%
              monthly, to be used by the Lessor to amortize the
              cost of the Tenant Improvements above $40.00 per
              BOSF over the term of the lease up to $60.00 per
              BOSF.

4.   The fully serviced lease rate per BOSF for the term                                $ 34.75* (ASSUMES THE
     evaluated on a $40.00 per BOSF Tenant Improvement                                  GOVERNMENT LEASES ENTIRE
     allowance. This equals the sum of lines 1, 2, and 3(a)                             PARKING GARAGE)
     above.
                                                                                        * SEE ADDENDUM FOR PHASE I RENT.

5.   The number of months of free rent being months without
     any payment of base rent, operating expenses, or a $40.00                          0    mos.
     per BOSF Tenant Improvement Allowance.

6.   The lump sum cost per annum for"

     (a)      Each reserved parking contract in the building's garage                   $ 0
              or surface parking lot.
                                                                                        $ 0
     (b)      Each non-reserved parking contract in the buildings
              garage or surface parking lot.                                            $ 1,230,060**
                                                                                        -------------

     (c)      Annualized cost to lease the entire parking garage for
              security purposes.
                                                                                        * PARKING RATES WILL ESCALATE 3% ANNUALLY.
</TABLE>



                                  Page 1 of 1

Use or disclosure of information on this page is subject to the restrictions set
forth on the cover page.



<PAGE>
                                SFO ATTACHMENT #2
                    FIRE PROTECTION & LIFE SAFETY EVALUATION

The results of this survey shall be based on an actual walk-through of the
subject premises and review of available construction documents. All building
systems associated with fire protection and/or life safety shall be evaluated
for conformance to the following codes, standards and/or criteria. Any deviance
from the applicable criteria shall be identified and supported by corrective
recommendation(s).

FUNDAMENTAL CODE REQUIREMENTS ARE AS FOLLOWS:

-        The offered building shall be evaluated for compliance with the most
         recent edition of The Building Officials & Code Administrators (BOCA)
         National Building Code; with the exception that chapter 10 of BOCA
         shall be replaced by the entire contents of the most recent edition of
         NFPA 101, Life Safety Code. All areas which do not meet the most recent
         editions of these criteria shall be identified as to the extent which
         they do comply.

AUTOMATIC SPRINKLER REQUIREMENTS ARE AS FOLLOWS:

-        Where at least 35,000 square feet, any portion of which is on or above
         the 6th floor, is offered to the government for lease, the entire
         building must be provided with automatic sprinkler protection or an
         equivalent level of safety.

-        All floors on which the Government occupies below grade space,
         regardless of the amount, must be sprinklered (including garage areas
         offered for lease by the Government).

-        All hazardous areas, as defined by NFPA 101, Life Safety Code, shall be
         protected throughout by automatic sprinklers.

-        Where acceptable to the local authority having jurisdiction, chained
         and locked sprinkler control valves are an acceptable alternative to
         electronic supervision.

-        All buildings utilizing Central Sprinkler Company's Omega line of
         sprinkler heads shall be identified; including: model, location(s), #
         of heads, approximate age, etc.

EGRESS REQUIREMENTS ARE AS FOLLOWS:

-        Scissor stairs are considered to be a single stair by GSA criteria.

-        Exits must be remotely located by 1/2 of the maximum diagonal dimension
         of the building floor, or space; for non-sprinklered buildings. For
         completely sprinklered buildings in Maryland, the exits are required to
         be remotely located by 1/3 the maximum diagonal dimension (per NFPA
         101). For completely sprinklered buildings in Washington, DC and
         Virginia, the exits are required to be remotely located by 1/4 the
         maximum diagonal dimension (per BOCA).

ALL OF THE FOLLOWING ITEMS MUST BE PROVIDED WITH THE BUILDING FIRE PROTECTION &
LIFE SAFETY EVALUATION BEFORE BEING ACCEPTABLE FOR REVIEW BY THE GSA FIRE
PROTECTION ENGINEERING OFFICE:

-        Completed SFO Attachment #4 with supplemental building information.

-        Findings, recommended corrective action and section-specific code
         and/or criteria references. Reports for buildings in which no
         deficiencies are identified shall state such in an explicit statement
         located in the "findings & recommendations" portion of the report.
         (Specific GSA criteria, noted above, does not require listing of a
         section.)

-        "Statement of Fire Protection Engineer", with an affixed Professional
         Engineering stamp or seal, signed and dated by the fire protection
         engineer who conducted the survey and completed the report.

-        "Offeror Statement of Correction" signed and dated by the offerer or
         designated representative.

-        Initial of fire protection engineer and offerer, or designated
         representative on each page of the completed SFO attachment #4 and its
         supplemental information.

This form (in Microsoft Word 6.0 format) can be obtained by bringing a 3-1/2"
pre-formatted (IBM) diskette to:


GENERAL SERVICES ADMINISTRATION
SAFETY AND ENVIRONMENT BRANCH (WPMOX)
NATIONAL CAPITAL REGION, ROOM 2080
7TH & D STREETS, SW
WASHINGTON, DC 20407


<PAGE>


                                SFO ATTACHMENT #2
                    FIRE PROTECTION & LIFE SAFETY EVALUATION

The offerer represents and agrees, as part of its offer, that the proposed
space/building is as described below and contains the identified features and
devices. THIS EVALUATION WILL BE MADE BY BOTH THE OFFEROR AND A REGISTERED FIRE
PROTECTION ENGINEER. THE FIRE PROTECTION ENGINEER'S OFFICIAL STAMP (PROFESSIONAL
LICENSE) MUST BE PLACED ON THE EVALUATION. Should this form not provide
sufficient space to respond adequately to any question, additional pages should
be attached.



 BUILDING NAME:               Worldcom PCY 2

 BUILDING ADDRESS:            601 South 12th Street, Arlington, VA 22202

 HEIGHT and # of STORIES:     -157 feet, 12 stories

 (Model Building Code)

<TABLE>
<S>                                                                                                       <C>               <C>
PLEASE ANSWER "YES" OR "NO" TO THE FOLLOWING QUESTIONS:                                                    YES               NO

The building electrical system appears to comply with the National Electrical                               X
Code in that there are no obvious deficiencies (e.g. temporary wiring, use of
extension cords, deteriorated equipment, missing equipment, etc.). If potential
problems are noted, describe on an attached sheet.

THE FOLLOWING ITEMS ARE LOCATED IN THE SUBJECT BUILDING:

Laboratories                                                                                                                 X
Firing Ranges                                                                                                                X
Parking Garages (unsprinklered)                                                                                              X
Print Shops (unsprinklered)                                                                                                  X

BUILDING EXITS HAVE THE FOLLOWING FEATURES:

There are at least two exits from each floor (scissor stairs count as only
one exit).                                                                                                  X

Exits are remote in accordance with the requirements of NFPA 101.                                           X

Travel distance to exits are in accordance with the requirements of NFPA 101.                               X

All exits discharge in accordance with the latest version of NFPA 101 or BOCA, National                     X
Building Code.

Exit access is at least 44 inches wide.                                                                     X

Dead ends and common paths of travel are in accordance with the latest version
of NFPA 101.                                                                                                X

A FIRE ALARM IS REQUIRED FOR THIS OCCUPANCY TYPE BY NFPA 101 OR BOCA.

A fire alarm system is provided in accordance with NFPA 72.                                                 X

Manual evacuation alarm sounds in building.                                                                 X

Alarm is transmitted to a listed central station or local fire department.                                  X

Battery back-up power is provided for the fire alarm system in accordance
with NFPA 72.                                                                                               X
</TABLE>


<PAGE>

<TABLE>
<S>                                                                                                        <C>              <C>
PLEASE ANSWER "YES" OR "NO" TO THE FOLLOWING QUESTIONS:                                                    YES               NO

THE BUILDING HAS THE FOLLOWING FIRE SUPPRESSION FEATURES:

The building is fully sprinklered. Note: If the answer to this question is "no"                             X
please identify areas of partial sprinkler protection, if any, on an attached
sheet. Note specifically if hazardous areas are sprinklered or not and whether
below grade space that is occupied is sprinklered or not.

Automatic sprinkler protection is provided throughout the occupied levels for                               X
space offered below grade.

Central Sprinkler Company's Omega line of sprinklers are installed in the                                   X
building (describe location(s), model(s), no. of sprinklers, date installed,
etc. on additional sheet).

A standpipe system is required for this occupancy type by the Model
Building Code.                                                                                              X

A standpipe system is provided in the building in accordance with the Model
Building Code.                                                                                              X

Portable fire extinguishers are present in adequate size, spacing and location;
and have a current inspection certificate and maintenance contract in
accordance with NFPA 10.                                                                                                     X

EXIT HARDWARE AND DOORS HAVE THE FOLLOWING FEATURES:

Exit doors swing in the direction of exit travel; where required by code.                                   X

All fire doors are self-closing or automatic-closing; and self-latching.                                    X

All fire doors are in proper working order.                                                                 X

Exit doors require one action to open (e.g. no locks, locked during unoccupied
periods only).                                                                                              X
Note: Special locking arrangements may be permitted if allowed under local
jurisdiction.

EXIT AND EMERGENCY LIGHTING SYSTEMS HAVE THE FOLLOWING FEATURES:

Illuminated exit signs are provided in accordance with NFPA 101.                                            X

Emergency lighting is provided along exit paths in accordance with NFPA 101.                                X

Emergency power is provided for emergency lights and exit signs.                                            X

INTERIOR FINISHES HAVE THE FOLLOWING CHARACTERISTICS:

Interior finish for ceilings, walls, and floors, are installed without obvious                              X
deficiencies (e.g. no cork board, no carpet on walls, no cellular plastic
finishes, etc.). If potential problems are noted, describe on an attached
sheet.

ELEVATORS HAVE THE FOLLOWING FEATURES:

Elevators have a current certificate of elevator inspection from the local
jurisdiction.                                                                                               X

Elevators are equipped with telephones or other two-way emergency signaling                                 X
systems connected to an emergency communication location manned during normal
working hours when the elevators are in service.

Elevators are automatically recalled by smoke detectors located in elevator
lobbies and machine rooms.                                                                                  X

Elevator recalls to an alternate level when activated by primary level smoke
detector.

Firemen's capture feature is provided.                                                                      X

FOR SPACE OFFERED ON OR ABOVE THE 6TH FLOOR (GREATER THAN 75' ABOVE THE LOWEST LEVEL OF FIRE DEPARTMENT VEHICLE ACCESS):

Automatic sprinkler protection is provided for all floors of the building where
the government leases 35,000 square feet or more, in the building, in total.
See the cover page.                                                                                         X
</TABLE>

<PAGE>

                          GENERAL BUILDING INFORMATION

ON AN ATTACHED SHEET, PLEASE RESPOND TO EACH OF THE FOLLOWING BUILDING FEATURES;
AS THEY APPLY TO THE OFFERED BUILDING. IDENTIFY EACH RESPONSE BY A NUMBER
CORRESPONDING TO THE ITEMS BELOW. RESPOND "N/A" FOR ITEMS WHICH ARE NOT
APPLICABLE. RESPOND "NONE" FOR ITEMS WHICH DO NOT EXIST IN THE BUILDING.


1)   # Stories above grade:

2)   # Stories below grade:

3)   Floors offered to government:

4)   Height of highest offered floor above lowest level of fire department
     vehicle access (in feet):

5)   Types of occupancies on each floor. Indicate all of other than business
     occupancy.

6)   Approximate gross area of typical floor (identify atypical floors
     individually):

7)   Describe construction type (fire resistive, unprotected non-combustible,
     ordinary, wood frame, heavy timber) & NFPA 220 classification for floors,
     walls, columns, and roof.

8)   Describe fire-rated subdivision of building floors (including stairs,
     tenant separation, mechanical rooms, etc.)

9)   Describe any smoke detectors with attention to the following:

     a)   locations.

     b)   appropriate type?

     c)   control equipment location.

     d)   control equipment manufacturer.

     e)   connection to building fire alarm system.

10)  Describe any heat detectors with attention to the following:

     a)   locations.

     b)   appropriate type?

     c)   control equipment location.

     d)   control equipment manufacturer.

     e)   connection to building fire alarm.

11)  Describe any other fire detectors with attention to the following:

     a)   locations.

     b)   appropriate type?

     c)   control equipment location.

     d)   control equipment manufacturer.

     e)   connection to building fire alarm system.

12)  Describe emergency lighting:

     a)   type.

     b)   location.

     c)   secondary source(s) of power.

13)  Describe exit signs:

     a)   type.

     b)   location.

     c)   secondary source(s) of power.

14)  Describe emergency generator:

     a)   power source(s).

     b)   capacity.

     c)   location.

     d)   connected building systems.

15)  Describe the fire suppression system(s) with attention to the following:

     a)   sprinkler-location(s).

     b)   waterflow alarm(s)-type and location.

     c)   control valves-type and typical location.

     d)   valve tamper switches-type and adequacy.

     e)   standpipe-riser size, location and number.

     f)   location(s) and manufacturer/model of fixed CO(2), dry chemical,
          and/or clean-agent fire suppression systems.

     g)   water supply-type, size, arrangement, etc.

     h)   supply static pressure (psi),

     i)   fire pump data:

          i.     UL listed for fire pump service?

          ii.    separate controller for jockey pump?

          iii.   NFPA 20 compliant?

          iv.    rated capacity (gpm).

          v.     rated net pressure (psi).

          vi.    primary power supply.

          vii.   secondary power supply.

          viii.  manufacturer

     j)   compliance to testing & maintenance required by NFPA 25.

16)  Describe the communications system with attention to the following:

     a)   type of fire alarm system:

          i.   hardwired, multiplex, analog, etc.

          ii.  location.

          iii. manufacturer/model.

          iv.  operating voltage.

     b)   central station (company name).

     c)   emergency telephone system.

     d)   secondary power source.

     e)   control panel information.

     f)   manual station locations.

     g)   type of alarm indicating appliances (visual and/or audible) and
          locations.

     h)   notification system (entire building, floor above & below, etc.).

     i)   type of devices that sound evacuation alarm (list all types).

     j)   system interfaces with? (elevators, smoke control, electric door
          locks, HVAC, etc.).

     k)   compliance to testing & maintenance required by NFPA 72.


<PAGE>


17)  Describe the building's means of egress (NFPA 101):

     a)   number of exits per floor.

     b)   points of discharge for each exit.

     c)   capacity of each exit.

     d)   occupant load per floor.

     e)   remoteness of exits:

          i.   maximum diagonal dimension of typical floor (identify for others
               if different than that of typical floors).

          ii.  exit door separation.

          iii. how is distance measured (straight line or along rated exit
               access corridor).

     f)   exit access-width, fire resistance rating, arrangement.

     g)   exit stair enclosure.

     h)   exit discharge protection.

     i)   exit dimensions - width, tread, riser.

     j)   handrails (presence, stability, height above tread, graspability,
          etc.).

     k)   dead ends.

     l)   common paths of travel.

     m)   vertical openings (open stairs, atriums, escalators, etc.).

     n)   penetrations of exit enclosures not related to the function of the
          exit.

     o)   exit stairway pressurization, if any.

     p)


<PAGE>

                   STATEMENT OF FIRE PROTECTION ENGINEER (FPE)

I hereby attest that I have performed a full inspection of the subject premises;
and that the above information is complete and accurate to the best of my
knowledge. I have initialed at the bottom of each page in the space marked
"FPE". My official stamp, professional license information, and signature are
affixed below.

I HAVE INCLUDED FINDINGS, RECOMMENDED CORRECTIVE ACTION, AND MADE SPECIFIC
REFERENCES TO THE APPLICABLE CODE SECTIONS AS AN ATTACHMENT TO THIS REPORT. SUCH
FINDINGS SPECIFICALLY IDENTIFY INSTANCES WHERE THE BUILDING DOES NOT COMPLY WITH
THE SPECIFIED CRITERIA, AND RECOMMENDATIONS HAVE BEEN MADE IN ORDER TO RECTIFY
THE SITUATION AND ASSURE SUBSTANTIAL COMPLIANCE OF THE BUILDING TO ALL
APPLICABLE CRITERIA.

(IF NO DEFICIENCIES WERE IDENTIFIED, DURING THE SURVEY, PLEASE EXPLICITLY STATE
SO IN THE FINDINGS AND RECOMMENDATIONS PORTION OF THE REPORT]

Signature:  /s/ Francis A. Hauf                      Date: 10/28/02
          ------------------------------------------      ---------------------

Printed Name: Francis A. Hauf, P.E.
              --------------------------------------

Name of Firm: Hauf Consulting & Construction         Phone #: (410) 686-7950
              --------------------------------------          ----------------
                Management, LLC
              --------------------------------------

License Number:   #036252
-------------------------

Stamp Here:             [COMMONWEALTH OF VIRGINIA PROFESSIONAL ENGINEER
                         SEAL OF FRANCIS ANDREW HAUF No. 036252]


                       OFFEROR'S STATEMENT OF CORRECTION

In the event any of the offered space does not meet the above criteria, the
offeror shall attach a sheet describing the exact nature of the deficiency, and
the offeror shall attest below that all work required to bring the offered space
into full compliance with all applicable criteria will be completed at the
offeror's sole cost and expense prior to the Government's acceptance of the
offered space under the terms of any prospective lease agreement.

NOTE: SURVEYS SUBMITTED WITHOUT THE FPE'S FINDINGS, RECOMMENDED CORRECTIVE
ACTIONS AND CODE REFERENCES WILL BE RETURNED WITHOUT REVIEW BY THE GSA FIRE
PROTECTION ENGINEERING OFFICE.

Signature: /s/ John S. Dubel                         Date: 12/11/02
          ------------------------------------------      ---------------------

Printed Name: John S. Dubel
             ---------------------------------------
Title:  Chief Financial Officer
      ----------------------------------------------

Name of Firm:  MCI WorldCom Network Services, Inc.
             ---------------------------------------



<PAGE>

                          GENERAL BUILDING INFORMATION


<TABLE>
<S>                                                           <C>
 1) # Stories above grade                                      13

 2) # Stories below grade                                      2

 3) Floors offered to the government                           ALL

 4) Height of highest offered floor above lowest level of      80.5 feet
    fire department vehicle access (in feet):

 5) Types of occupancies on each floor. Indicate all of        Storage S-2, Parking Levels
    other than business occupancy.

 6) Approximate gross area of typical floor (identify          P1 & P2=103,650 ft(2) total, 1 thru 12 = 48,600 ft(2),
    atypical floors individually):                             Penthouse 4,960 ft(2), Elevator Machine Room = 952 ft(2)

 7) Describe construction type (fire resistive,                Type 2A (Modified from Type 1B)
    unprotected non-combustible, ordinary, wood frame,         per BOCA table 403.3.3.1
    heavy timber) & NFPA 220 classifications for floors,       Construction Type II (222) per NFPA 220
    walls, columns and roof.                                   Reinforced concrete floors

 8) Describe fire-rated subdivision of building floors         Stairs are 2 hour rated walls with 1-1/2 hour rated doors.
    (including stairs, tenant separation, mechanical room,     No tenant separations are provided. Tenant separations are
    etc.)                                                      required by code to be 1 hour rated with 20 min. doors or
                                                               equal. Mechanical rooms are separated with 1 hour
                                                               construction.
 9) Smoke detectors

    a)   Locations                                             Lobby, Freight Elevator Lobby, Mechanical Rooms,
                                                               Telephone Rooms, Control Rooms, LAN Communication
                                                               Rooms, Elevator Machine Room, with plenum smoke
                                                               detectors in return duct work.

    b)   Type                                                  New addressable ion

    c)   Control Equipment Location                            Main fire alarm control panel

    d)   Control Equipment Manufacturer                        Edwards (new), Gamewell (existing)

    e)   Connection to building fire alarm system              This is the building fire alarm system

10) Heat detectors

    a)   Locations                                             Generator rooms and old electric closets that have not
                                                               been renovated.

    b)   Type                                                  Fixed temperature

    c)   Control Equipment Location                            Main fire alarm control panel

    d)   Control Equipment Manufacturer                        Edwards (new), Gamewell (existing)

    e)   Connection to building's fire alarm system            This is the building fire alarm system

11) Other fire detectors:                                      None

12) Describe emergency lighting:

    a)   Type                                                  Battery backup in stairs and bathrooms. Every 3rd or 4th
                                                               light on a separate circuit.

    b)   Location                                              Stairwells, Bathrooms, throughout floors

    c)   secondary source(s) of power                          Generator backup

13) Describe exit signs:

    a)   Type                                                  Standard internal back-lit consisting of red lettering,
                                                               properly sized, LED
</TABLE>

<PAGE>

<TABLE>
<S>                                                           <C>
    b)   Location                                              Stairwells, elevator lobby, interior corridors of each wing

    c)   Secondary sources of power                            Emergency backup generator

14) Describe emergency generator:

    a)   Power sources                                         2 Diesel engines

    b)   Capacity                                              Both 1000 KW

    c)   Location                                              One on P1 level loading dock, second on north end P2 level
                                                               under loading dock

    d)   Connected building systems                            P1 level generator covers life safety and a few computer
                                                               rooms. P2 level generator covers computer rooms.

15) Describe the fire suppression system with attention to the following:

    a)   Sprinkler locations                                   Incoming water supply from Hayes St. (south side) P1
                                                               level called P2 pump room. The building is entirely sprinklered.
                                                               Areas subject to freezing (garage) are protected by
                                                               separate dry pipe sprinkler systems (4 zones 4" sized).

                                                               All other portions of the building are protected by a wet
                                                               pipe sprinkler system.

    b)   Waterflow alarm - type and location                   Waterflow alarms consist of:
                                                               pressure type devices on each of the dry pipe risers located
                                                               in the fire pump room.

                                                               Paddle type devices on each floor zone fed by the wet system -
                                                               located in stairs 2 and 3.

                                                               Stair 1 on the elevator machine room level above 12th

    c)   Control valves - type and typical location            Control valves in the fire pump room are O.S.&Y., except
                                                               for the jockey pump valves. The fire pump valves include: 1 on the
                                                               city supply and 2 on the fire pump piping. 1 on test header, 2 on
                                                               the jockey pump piping, 1 on each of the 4 dry pipe risers.
                                                               Additional control valves are provided for floor zones. All floor
                                                               zone assemblies are provided in stair 2 and 3, except for the
                                                               elevator machine room level above the 12th floor, which is served
                                                               by stair 1.

    d)   Valve tamper switches-type & adequacy                 Adequate valve tamper switches are provided on all control valves.
                                                               O.S.& Y. have external tamper switch and butterfly valves have
                                                               internal switches.


    e)   Standpipe riser size, location and number.            Stair 1 has a 4" riser. Stairs 2 & 3 have 4" combined standpipe
                                                               risers.

    f)   Locations and manufacturers of fixed CO(2) dry        None
         chemical and/or clean-agent fire suppression
         systems.

    g)   Water supply type, size and arrangement               The water is supplied from the local water authorities system. An 8
                                                               inch incoming to 6 inch line in pump room.

    h)   Supply static pressure                                85 psi


    i)   Fire pump data

         i.     UL Listed                                      Yes

         ii.    Separate controller for jockey pump            Yes

         iii.   NFPA 20 compliant                              Yes

         iv.    Rated Capacity (gpm)                           1000

         v.     Rated net pressure (psi)                       100

         vi.    Primary power supply                           Diesel

         vii.   Secondary power supply

         viii.  Manufacturer                                   Patterson Pump

    j)   Compliance to testing & maintenance required by       Yes
         NFPA 25
</TABLE>


<PAGE>

<TABLE>
<S>                                                            <C>
16) Describe the communications system with attention to the following:

    a)   Type of fire alarm system

         i.   hardwired, multiplex, analog, etc                Edwards (new) addressable; Gamewell (existing)
                                                               hardwired

         ii.  location                                         First floor rear lobby

         iii. manufacturer/model                               Edwards (new - protects renovated floors) Gamewell (existing -
                                                               monitors floors that were not renovated, sends to monitoring
                                                               system.) Both new and existing systems have voice and public
                                                               address notification. The new system is interconnected to the
                                                               existing system for alarm, trouble and supervisory conditions.

         iv.  operating voltage                                120 volts to system, 24 volts device

    b)   Central Station (company Name)                        Wells Fargo Alarm (Borg-Warner Security)

    c)   Emergency telephone system                            Yes, located in elevators, elevator lobbies and stairs

    d)   Secondary power source                                Battery and generator (new), generator (existing)

    e)   Control panel information                             Edwards (new), Gamewell (existing)

    f)   Manual station locations                              Pull stations are located by stair entrances and by exterior exit
                                                               doors on all floors, including garage levels and loading dock area.

    g)   Type of alarm indicating appliances (visual           Strobes are located in renovated areas. Speakers are
         and/or audible) and locations                         located throughout the entire building.

    h)   Notification system (entire building, floor above &   A high-rise package containing a pre-recorded message
         below, etc.)                                          sounds on the fire floor, floor above and floor below for
                                                               the 1st alarm. A 2nd alarm sounds for the entire building.

    i)   Type of devices that sound evacuation alarm           Smoke detectors, heat detectors and pull stations.

    j)   System interfaces (elevators, smoke control,          Elevator recall, no shunt trip. Stairwell pressurization on
         electric door locks, HVAC, etc.)                      general building alarm. Electric door locks main lobby 1st
                                                               floor. Special locking arrangements on stairwell doors with
                                                               controlled tenant access locking arrangements (both code
                                                               compliant). HVAC shuts down on duct detector activation (old
                                                               floors) and general alarm per floor (new floors).

    k)   Compliance to testing and maintenance                 No. Needs to be scheduled.
         required by NFPA 72

17) Describe building's means of egress (NFPA 101)

    a)   Number of exits per floor                             Three exit stairs are provided per floor (P1 and P2 levels, 1st
                                                               through 12th floors). Elevator Machine Room on 13th floor has
                                                               center stair access only.

    b)   Points of discharge for each exit                     North wing exits on 1st floor through hallway. Center exits to
                                                               lobby and then to 12th Street side. South wing exits on 1st floor
                                                               through hallway.


    c)   Capacity of each exit                                 Center Stair: 44" clear stair width/0.2"/person = 220, 35-1/4" door
                                                               provides 33-1/4" clear width/0.15"/person = 221 [Since the stair's
                                                               capacity is less than the door's, the exit capacity of the Center
                                                               Stair is 220]

                                                               Stair 2: 44" clear stair width/0.2"/person = 220, 35-1/4" door
                                                               provides 33-1/4" clear width/0.15"/person = 221 [Since the stair's
                                                               capacity is less than the door's, the exit capacity of Stair 2 is
                                                               220]

                                                               Stair 3: 44" clear stair width/0.2"/person = 220, 35-1/4" door
                                                               provides 33-1/4" clear width/0.15"/person = 221 [Since the stair's
                                                               capacity is less than the door's, the exit capacity of Stair 3 is
                                                               220]

                                                               Main lobby to 12th Street has 2 double doors of 70" clear width
                                                               (2x70=140"/0.15"/person = 933 people). Rear lobby has a set of double
                                                               doors of 58" clear width/0.15"/person = 387 people

</TABLE>

<PAGE>

<TABLE>
<S>                                                            <C>

    d)   Occupant load per floor                               193 people typical

    e)   Remoteness of exits

         i.   Maximum diagonal dimension of typical            280 feet
              floor

         ii.  Exit door separation                             140 feet

         iii. How is distance measured?                        straight line

    f)   Exit access width, fire resistance rating,            Stairs 2 and 3 are in open office areas, with 5 feet exit
         arrangement                                           access width. Stair 1 is served by a corridor.

    g)   Exit stair enclosure                                  Stairs 2 and 3 are 2 hour rated. Center stair exits
                                                               through lobby.

    h)   Exit discharge protection                             Stairs 2 and 3 have 2 hour rated exit passageways. Center stair
                                                               exits through lobby.

    i)   Exit dimensions                                       Center Stair: 44" width, 9" run, 8" rise
                                                               Stair 2: 44" width, 9-1/4" run, 7-3/4" rise
                                                               Stair 3: 44" width, 9-1/4" run, 7-3/4" rise

    j)   Handrails                                             Handrails are provided on all stairs, mounted 32" above
                                                               tread with proper graspability. (~1-3/4" pipe)

    k)   Dead ends                                             None


    1)   Common paths of travel                                None

    m)   Vertical openings (open stairs, atriums,              No escalators. Atrium 1st floor to 12th floor outside front.
         escalators, etc.)

    n)   Penetrations of exit enclosure not related to the     None
         function of the exit

    o)   Exit Stairway Pressurization                          Stairwell pressurization is provided on all stairs. The system
                                                               activates on any fire alarm signal or the control switches in the
                                                               Fire Alarm Control Room.
</TABLE>


     FINDINGS WITH RECOMMENDED CORRECTIVE ACTIONS WITH SPECIFIC CODE REFERENCES

     BUILDING CONSTRUCTION TYPE AND REQUIRED FIRE RESISTANCE RATED CONSTRUCTION

          1.   None

                                FIRE ALARM SYSTEM

NOTED DEFICIENCIES

          1.   The fire alarm detection system on the unrenovated 3rd, 4th, 5th
               and 6th floors must be modified under the next tenant fit-out.
               All existing initiation devices on the old fire alarm panel are
               to be replaced by new initiation devices on the new system.

          2.   No current annual inspection or test has been performed.

RECOMMENDED CORRECTIVE ACTION:

          1.   Ensure future renovations match the standard of care established
               under the phased fire alarm system upgrade. A/E design and
               renovation of space is best suited for pricing work. (Estimate
               range of $1,200 - $6,000/ per floor.)

          2.   Perform annual inspection and test. ~$600

             MEANS OF EGRESS, EXIT STAIRS AND DISCHARGE PASSAGEWAYS

          1.   None


<PAGE>


                         EMERGENCY LIGHTS AND EXIT SIGNS

 NOTED DEFICIENCIES

     1.   The exit sign inside the south stair, on the ground floor, is
          malfunctioning.

 RECOMMENDED CORRECTIVE ACTION:

     1.   Repair/replace. $50.00 - $250.00

                                FIRE SUPPRESSION

 NOTED DEFICIENCIES

     1.   No current records of fire pump inspection and test forms. Fire
          extinguishers are not tagged.

 RECOMMENDED CORRECTIVE ACTION:

     1.   Perform annual fire suppression systems inspections, tests and
          service. ~$3,000 to $4,000


<PAGE>
                               SFO ATTACHMENTS #2
                    FIRE PROTECTION & LIFE SAFETY EVALUATION

The results of this survey shall be based on an actual walk-through of the
subject premises and review of available construction documents. All building
systems, associated with fire protection and/or life safety, shall be evaluated
for conformance to the following codes, standards and/or criteria. Any deviance
from the applicable criteria shall be identified and supported by corrective
recommendation(s).

FUNDAMENTAL CODE REQUIREMENTS ARE AS FOLLOWS:

-        The offered building shall be evaluated for compliance with the most
         recent edition of The Building Officials & Code Administrators (BOCA)
         National Building Code; with the exception that chapter 10 of BOCA
         shall be replaced by the entire contents of the most recent edition of
         NFPA 101, Life Safety Code. All areas which do not meet the most recent
         editions of these criteria shall be identified as to the extent which
         they do comply.

AUTOMATIC SPRINKLER REQUIREMENTS ARE AS FOLLOWS:

-        Where at least 35,000 square feet, any portion of which is on or above
         the 6th floor, is offered to the government for lease, the entire
         building must be provided with automatic sprinkler protection or an
         equivalent level of safety.

-        All floors on which the Government occupies below grade space,
         regardless of the amount, must be sprinklered (including garage areas
         offered for lease by the Government).

-        All hazardous areas, as defined by NFPA 101, Life Safety Code, shall be
         protected throughout by automatic sprinklers.

-        Where acceptable to the local authority having jurisdiction, chained
         and locked sprinkler control valves are an acceptable alternative to
         electronic supervision.

-        All buildings utilizing Central Sprinkler Company's Omega line of
         sprinkler heads shall be identified; including: model, location(s),
         # of heads, approximate age, etc.

EGRESS REQUIREMENTS ARE AS FOLLOWS:

-        Scissor stairs are considered to be a single stair by GSA criteria.

-        Exits must be remotely located by 1/2 of the maximum diagonal dimension
         of the building floor, or space; for non-sprinklered buildings. For
         completely sprinklered buildings in Maryland, the exits are required to
         be remotely located by 1/3 the maximum diagonal dimension (per NFPA
         101). For completely sprinklered; buildings in Washington, DC and
         Virginia, the exits are required to be remotely located by 1/4 the
         maximum diagonal dimension (per BOCA).

ALL OF THE FOLLOWING ITEMS MUST BE PROVIDED WITH THE BUILDING FIRE PROTECTION &
LIFE SAFETY EVALUATION BEFORE BEING ACCEPTABLE FOR REVIEW BY THE GSA FIRE
PROTECTION ENGINEERING OFFICE:

-        Completed SFO Attachment #4 with supplemental building information.

-        Findings, recommended corrective action and section-specific code
         and/or criteria references. Reports for buildings in which no
         deficiencies are identified shall state such in an explicit statement
         located in the "findings & recommendations portion of the report.
         (Specific GSA criteria, noted above, does not require listing of a
         section.)

-        "Statement of Fire Protection Engineer", with an affixed Professional
         Engineering stamp or seal, signed and dated by the fire protection
         engineer who conducted the survey and completed the report.

-        "Offerer Statement of Correction" signed and dated by the offerer or
         designated representative.

-        Initial of fire protection engineer and offeror, or designated
         representative, on each page of the completed SFO attachment #4 and its
         supplemental information.

This form (in Microsoft Word 6.0 format) can be obtained by bringing a 3-1/2"
pre-formatted (IBM) diskette to:

GENERAL SERVICES ADMINISTRATION
SAFETY AND ENVIRONMENT BRANCH (WPMOX)
NATIONAL CAPITAL REGION, ROOM 2080
7TH & D STREETS, SW
WASHINGTON, DC 20407


<PAGE>

                                SFO ATTACHMENT #2

                    FIRE PROTECTION & LIFE SAFETY EVALUATION

The offeror represents and agrees, as part of its offer, that the proposed
space/building is as described below and contains the identified features and
devices. THIS EVALUATION WILL BE MADE BY BOTH THE OFFEROR AND A REGISTERED FIRE
PROTECTION ENGINEER. THE FIRE PROTECTION ENGINEER'S OFFICIAL STAMP (PROFESSIONAL
LICENSE) MUST BE PLACED ON THE EVALUATION. Should this form not provide
sufficient space to respond adequately to any question, additional pages should
be attached.

BUILDING NAME:                    WORLDCOM PCY 1

BUILDING ADDRESS:                 701 SOUTH 12TH STREET, ARLINGTON, VA 22202

Height and # OF STORIES:          - 157 FEET, 12 STORIES

(MODEL BUILDING CODE)


<TABLE>
<CAPTION>
PLEASE ANSWER "YES" OR "NO" TO THE FOLLOWING QUESTIONS:                                                          YES            NO
                                                                                                                 ---            ---
<S>                                                                                                              <C>            <C>
The building electrical system appears to comply with the National Electrical Code in that there                  X
are no obvious deficiencies (e.g. temporary wiring, use of extension cords, deteriorated equipment,
missing equipment, etc.). If potential problems are noted, describe on an attached sheet.

THE FOLLOWING ITEMS ARE LOCATED IN THE SUBJECT BUILDING:

LABORATORIES                                                                                                                     X

FIRING RANGES                                                                                                                    X

PARKING GARAGES (UNSPRINKLERED)                                                                                                  X

PRINT SHOPS (UNSPRINKLERED)                                                                                                      X


BUILDING EXITS HAVE THE FOLLOWING FEATURES:

There are at least two exits from each floor (SCISSOR STAIRS COUNT AS ONLY ONE EXIT).                             X

Exits are remote in accordance with the requirements of NFPA 101.                                                 X

Travel distance to exits are in accordance with the requirements of NFPA 101.                                     X

All exits discharge in accordance with the latest version of NFPA 101 OR BOCA, National Building Code.            X

Exit access is at least 44 inches wide.                                                                           X

Dead ends and common paths of travel are in accordance with the latest version of NFPA 101.                       X


A FIRE ALARM IS REQUIRED FOR THIS OCCUPANCY TYPE BY NFPA 101 OR BOCA.


A fire alarm system is provided in accordance with NFPA 72.                                                       X

Manual evacuation alarm sounds in building.                                                                       X

Alarm is transmitted to a listed central station or local fire department.                                        X

Battery back-up power is provided for the fire alarm system in accordance with NFPA 72.                           X
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PLEASE ANSWER "YES" OR "NO" TO THE FOLLOWING QUESTIONS:                                                          YES            NO
                                                                                                                 ---            ---
<S>                                                                                                           <C>               <C>
THE BUILDING HAS THE FOLLOWING FIRE SUPPRESSION FEATURES:

The building is fully sprinklered. Note: If the answer to this question is "no" please identify areas             X
of partial sprinkler protection, if any, on an attached sheet. Note specifically if hazardous areas are
sprinklered or not and whether below grade space that is occupied is sprinklered or not.

Automatic sprinkler protection is provided throughout the occupied levels for space offered below                 X
grade.

Central Sprinkler Company's Omega line of sprinklers are installed in the building (describe                      X
location(s), model(s), no. of sprinklers, date installed, etc. on additional sheet).

A standpipe system is required for this occupancy type by the Model Building Code.                                X

A standpipe system is provided in the building in accordance with the Model Building Code.                        X

Portable fire extinguishers are present in adequate size, spacing and location; and have a current                                X
inspection certificate and maintenance contract in accordance with NFPA 10.


EXIT HARDWARE AND DOORS HAVE THE FOLLOWING FEATURES:

Exit doors swing in the direction of exit travel; where required by code.                                         X

All fire doors are self-closing or automatic-closing; and self-latching.                                      see comment

All fire doors are in proper working order.                                                                   see comment

Exit doors require one action to open (e.g. no locks, locked during unoccupied periods only).                     X
Note: Special locking arrangements may be permitted if allowed under local jurisdiction.


EXIT AND EMERGENCY LIGHTING SYSTEMS HAVE THE FOLLOWING FEATURES:

Illuminated exit signs are provided in accordance with NFPA 101.                                                  X

Emergency lighting is provided along exit paths in accordance with NFPA 101.                                      X

Emergency power is provided for emergency lights and exit signs.                                                  X


INTERIOR FINISHES HAVE THE FOLLOWING CHARACTERISTICS:

Interior finish for ceilings, walls, and floors, are installed without obvious deficiencies (e.g. no              X
cork board, no carpet on walls, no cellular plastic finishes, etc.). If potential problems are noted,
describe on an attached sheet.


ELEVATORS HAVE THE FOLLOWING FEATURES:

Elevators have a current certificate of elevator inspection from the local jurisdiction.                          X

Elevators are equipped with telephones or other two-way emergency signaling systems connected to an               X
emergency communication location manned during normal working hours when the elevators are in service.

Elevators are automatically recalled by smoke detectors located in elevator lobbies and machine rooms.            X

Elevator recalls to an alternate level when activated by primary level smoke detector.                            X

Firemen's capture feature is provided.                                                                            X


FOR SPACE OFFERED ON OR ABOVE THE 6TH FLOOR (GREATER THAN 75' ABOVE THE LOWEST LEVEL OF FIRE DEPARTMENT VEHICLE ACCESS):


Automatic sprinkler protection is provided for all floors of the building where the government leases             X
35,000 square feet or more, in the building, in total. See the cover page.
</TABLE>

<PAGE>
                          GENERAL BUILDING INFORMATION

ON AN ATTACHED SHEET, PLEASE RESPOND TO EACH OF THE FOLLOWING BUILDING FEATURES;
AS THEY APPLY TO THE OFFERED BUILDING. IDENTIFY EACH RESPONSE BY A NUMBER
CORRESPONDING TO THE ITEMS BELOW. RESPOND "N/A" FOR ITEMS WHICH ARE NOT
APPLICABLE. RESPOND "NONE" FOR ITEMS WHICH DO NOT EXIST IN THE BUILDING.



1) # Stories above grade:

2) # Stories below grade:

3) Floors offered to government:

4) Height of highest offered floor above lowest level of fire department vehicle
   access (in feet):

5) Types of occupancies on each floor. Indicate all of other than business
   occupancy.

6) Approximate gross area of typical floor (identify atypical floors
   individually):

7) Describe construction type (fire resistive, unprotected non-combustible,
   ordinary, wood frame, heavy timber) & NFPA 220 classification for floors,
   walls, columns, and roof.

8) Describe fire-rated subdivision of building floors (including stairs, tenant
   separation, mechanical rooms, etc.)

9) Describe any smoke detectors with attention to the following:
         a)  locations.
         b)  appropriate type?
         c)  control equipment location
         d)  control equipment manufacturer.
         e)  connection to building fire alarm system.

10) Describe any heat detectors with attention to the following:
              a)  locations
              b)  appropriate type?
              c)  control equipment location
              d)  control equipment manufacturer
              e)  connection to building fire alarm

11) Describe any other fire detectors with attention to the
    following:
         a)  locations.
         b)  appropriate type?
         c)  control equipment location.
         d)  control equipment manufacturer.
         e)  connection to building fire alarm system

12) Describe emergency lighting:
         a)  type.
         b)  location.
         c)  secondary source(s) of power.

13) Describe exit signs:
         a)  type.
         b)  location.
         c)  secondary source(s) of power.

14) Describe emergency generator:
         a)  power source(s).
         b)  capacity.
         c)  location.
         d)  connected building systems.

15) Describe the fire suppression system(s) with attention to
    the following:
         a)  sprinkler-location(s).
         b)  waterflow alarm(s)-type and location,
         c)  control valves-type and typical location.
         d)  valve tamper switches-type and adequacy.
         e)  standpipe-riser size, location and number.
         f)  location(s) and manufacturer/model of fixed C02,
             dry chemical, and/or clean-agent fire suppression
             systems.
         g)  water supply-type, size, arrangement, etc.
         h)  supply static pressure (psi).
         i)  fire pump data:
                  i.    UL listed for fire pump service?
                  ii.   separate controller for jockey pump?
                  iii.  NFPA 20 compliant?
                  iv.   rated capacity (gpm).
                  v.    rated net pressure (psi).
                  vi.   primary power supply.
                  vii.  secondary power supply.
                  viii. manufacturer
         j)  compliance to testing & maintenance required by
             NFPA 25.

16) Describe the communications system with attention to the following:
         a)  type of fire alarm system:
                  i.   hardwired, multiplex, analog, etc.
                  ii.  location.
                  iii. manufacturer/model.
                  iv.  operating voltage.
         b)  central station (company name).
         c)  emergency telephone system.
         d)  secondary power source.
         e)  control panel information.
         f)  manual station locations.
         g)  type of alarm indicating appliances (visual and/or audible)
             and locations.
         h)  notification system (entire building, floor above & below, etc.).
         i)  type of devices that sound evacuation alarm (list all types).
         j)  system interfaces with? (elevators, smoke control, electric
             door locks, HVAC, etc.).
         k)  compliance to testing & maintenance required by NFPA 72.


<PAGE>


17) Describe the building's means of egress (NFPA 101):
         a)  number of exits per floor.
         b)  points of discharge for each exit.
         c)  capacity of each exit,
         d)  occupant load per floor.
         e)  remoteness of exits:
             i.   maximum diagonal dimension of typical floor (identify for
                  others if different than that of typical floors).
             ii.  exit door separation.
             iii. how is distance measured (straight line or along rated exit
                  access corridor).
         f)  exit access-width, fire resistance rating, arrangement.
         g)  exit stair enclosure.
         h)  exit discharge protection,
         i)  exit dimensions - width, tread, riser.
         j)  handrails (presence, stability, height above tread,
             graspability, etc.).
         k)  dead ends.
         l)  common paths of travel.
         m)  vertical openings (open stairs, atriums, escalators, etc.).
         n)  penetrations of exit enclosures not related to the function of
             the exit.
         o)  exit stairway pressurization, if any.
         p)

<PAGE>

                   STATEMENT OF FIRE PROTECTION ENGINEER (FPE)

I HEREBY ATTEST THAT I HAVE PERFORMED A FULL INSPECTION OF THE SUBJECT PREMISES;
AND THAT THE ABOVE INFORMATION IS COMPLETE AND ACCURATE TO THE BEST OF MY
KNOWLEDGE. I HAVE INITIALED AT THE BOTTOM OF EACH PAGE IN THE SPACE MARKED
"FPE". MY OFFICIAL STAMP, PROFESSIONAL LICENSE INFORMATION, AND SIGNATURE ARE
AFFIXED BELOW.

I HAVE INCLUDED FINDINGS, RECOMMENDED CORRECTIVE ACTION, AND MADE SPECIFIC
REFERENCES TO THE APPLICABLE CODE SECTIONS AS AN ATTACHMENT TO THIS REPORT. SUCH
FINDINGS SPECIFICALLY IDENTIFY INSTANCES WHERE THE BUILDING DOES NOT COMPLY WITH
THE SPECIFIED CRITERIA, AND RECOMMENDATIONS HAVE BEEN MADE IN ORDER TO RECTIFY
THE SITUATION AND ASSURE SUBSTANTIAL COMPLIANCE OF THE BUILDING TO ALL
APPLICABLE CRITERIA.

(IF NO DEFICIENCIES WERE IDENTIFIED, DURING THE SURVEY, PLEASE EXPLICITLY STATE
SO IN THE FINDINGS AND RECOMMENDATIONS PORTION OF THE REPORT}



Signature:  /s/ Francis A. Hauf                       Date:   10/28/02
          ------------------------------------------        ----------------

Printed Name: Francis A. Hauf, P.E.

Name of Firm: Hauf Consulting & Construction
              Management, LLC                            Phone #:(410) 688-7950

LICENSE Number:   #036252


STAMP HERE:                          [SEAL]


                       OFFEROR'S STATEMENT OF CORRECTION

IN THE EVENT ANY OF THE OFFERED SPACE DOES NOT MEET THE ABOVE CRITERIA, THE
OFFEROR SHALL ATTACH A SHEET DESCRIBING THE EXACT NATURE OF THE DEFICIENCY, AND
THE OFFEROR SHALL ATTEST BELOW THAT ALL WORK REQUIRED TO BRING THE OFFERED SPACE
INTO FULL COMPLIANCE WITH ALL APPLICABLE CRITERIA WILL BE COMPLETED AT THE
OFFEROR'S SOLE COST AND EXPENSE PRIOR TO THE GOVERNMENT'S ACCEPTANCE OF THE
OFFERED SPACE UNDER THE TERMS OF ANY PROSPECTIVE LEASE AGREEMENT.

NOTE: SURVEYS SUBMITTED WITHOUT THE FPE'S FINDINGS, RECOMMENDED CORRECTIVE
ACTIONS AND CODE REFERENCES WILL BE RETURNED WITHOUT REVIEW BY THE GSA FIRE
PROTECTION ENGINEERING OFFICE.


Signature:. /s/ John Dubel                            Date:  12-11-02

Printed Name:. John S. Dubel

Title:  Chief Financial Officer

Name of Firm:  MCI WorldCom Network Services, Inc.

<PAGE>

                          GENERAL BUILDING INFORMATION


<TABLE>
<S>                                                   <C>
1) # Stories above grade                              13


2) # Stories below grade                              2

3) Floors offered to the government                   ALL

4) Height of highest offered floor above lowest       80.5 feet
   level of fire department vehicle access (in feet):

5) Types of occupancies on each floor. Indicate all   Storage S-2, Assembly 1st floor
   of other than business occupancy.

6) Approximate gross area of typical floor (identify  P1 & P2=103,650 ft(2) total, 1 thru 12 = 48,600 ft(2),
   atypical floors individually):                     Penthouse 4,960 ft(2), Elevator Machine Room = 952 ft(2)

7) Describe construction type (fire resistive,        Type 2A (Modified from Type 1B) per BOCA table 403.3.3.1
   unprotected non-combustible, ordinary, wood frame, Construction Type II (222) per NFPA 220 Reinforced
   heavy timber) & NFPA 220 classifications for       concrete floors
   floors, walls, columns and roof.

8) Describe fire-rated subdivision of building        Stairs are 2 hour rated walls with 1-1/2 hour rated doors. No
   floors (including stairs, tenant separation,       tenant separations are provided. Tenant separations are
   mechanical room, etc.)                             required by code to be 1 hour rated with 20 min. doors or
                                                      equal. Mechanical rooms are separated with 1 hour construction.

9) Smoke detectors

     a)  Locations                                    Lobby, Freight Elevator Lobby, Mechanical Rooms, Telephone
                                                      Rooms, Control Rooms, LAN Communication Rooms, Elevator
                                                      Machine Room, with plenum smoke detectors in return duct work.
     b)  Type                                         New addressable ion
     c)  Control Equipment Location                   Main fire alarm control panel
     d)  Control Equipment Manufacturer               Edwards (new), Gamewell (existing)
     e)  Connection to building fire alarm system     This is the building fire alarm system

10)  Heat detectors

     a)  Locations                                    Generator rooms and old electric closets that have not been
                                                      renovated.
     b)  Type                                         Fixed temperature
     c)  Control Equipment Location                   Main fire alarm control panel
     d)  Control Equipment Manufacturer               Edwards (new), Gamewell {existing)
     e)  Connection to building's fire alarm system   This is the building fire alarm system

11)  Other fire detectors:                            None

12)  Describe emergency lighting:

     a)  Type                                         Battery backup in stairs and bathrooms. Every 3rd or 4th
                                                      light on a separate circuit.
     b)  Location                                     Stairwells, Bathrooms, throughout floors
     c)  secondary source(s) of power                 Generator backup
</TABLE>



<PAGE>

<TABLE>

<S>                                                   <C>
13)  Describe exit signs:

     a)  Type                                         Standard internal back-lit consisting of red lettering,
                                                      properly sized, LED
     b)  Location                                     Stairwells, elevator lobby, interior corridors of each wing
     c)  Secondary sources of power                   Emergency backup generator


14)  Describe emergency generator:

     a)  Power sources                                One Diesel engine
     b)  Capacity                                     250 KW
     c)  Location                                     P1 level loading dock
     d)  Connected building systems                   Life safety systems, emergency lights, plus battery
                                                      charges for 6th floor

15)  Describe the fire suppression system with attention to the following:

     a)  Sprinkler locations                          Incoming water supply from south side P2 level pump
                                                      room. The building is entirely sprinklered. Areas
                                                      subject to freezing (garage) are protected by
                                                      separate dry pipe sprinkler systems (4 zones 4" sized).
                                                      All other portions of the building are protected by a
                                                      wet pipe sprinkler system.

     b)  Waterflow alarm - type and location          Waterflow alarms consist of:
                                                      pressure type devices on each of the dry pipe risers
                                                      located in the fire pump room.
                                                      Paddle type devices on each floor zone fed by the wet
                                                      system - located in stairs 2 and 3.
                                                      Stair 1 on the elevator machine room level above 12th

     c)  Control valves - type and typical location   Control valves in the fire pump room are O.S& Y., except
                                                      for the jockey pump valves. The fire pump valves include:
                                                      1 on the city supply and 2 on the fire pump piping.
                                                      1 on test header, 2 on the jockey pump piping, 1 on
                                                      each of the 4 dry pipe risers.
                                                      Additional control valves are provided for floor zones.
                                                      All floor zone assemblies are provided in stair 2 and 3,
                                                      except for the elevator machine room level above the
                                                      12th floor, which is served by stair 1.

     d)  Valve tamper switches-type & adequacy        Adequate valve tamper switches are provided on all
                                                      control valves. O.S.& Y. have external tamper switch and
                                                      butterfly valves have internal switches.

     e)  Standpipe riser size, location and number.   Stair 1 has a 4" riser. Stairs 2 & 3 have 4" combined
                                                      standpipe risers.

     f)  Locations and manufacturers of fixed CO2     One charged Ansul wet chemical system in each of three
         dry chemical and/or clean-agent fire         kitchens
         suppression systems.

     g)  Water supply type, size and arrangement      The water is supplied from the local water
                                                      authorities system. An 8 inch incoming to 6 inch line
                                                      in pump room.

     h)  Supply static pressure                       90 psi

     i)  Fire pump data
         i.    UL Listed                              Yes
         ii    Separate controller for jockey pump    Yes
         iii.  NFPA 20 compliant                      Yes
         iv.   Rated Capacity (gpm)                   750
         v.    Rated net pressure (psi)               100
         vi.   Primary power supply                   Diesel
         vii.  Secondary power supply
         viii. Manufacturer                           Patterson Pump

     j)  Compliance to testing & maintenance          Yes
         required by NFPA 25
</TABLE>



<PAGE>

<TABLE>
<S>                                                   <C>
16)  Describe the communications system with attention to the following:

     a)  Type of fire alarm system

         i.   hardwired, multiplex, analog, etc       Edwards (new) addressable; Gamewell (existing) hardwired,
                                                      tenant panel 6th floor Edwards addressable

         ii.  location                                First floor rear lobby (tenant panel 6th floor)

         iii. manufacturer/model                      Edwards (new - protects renovated floors) Gamewell (existing
                                                      - monitors floors that were not renovated, sends to
                                                      monitoring system.) Both new and existing systems have voice
                                                      and public address notification. The new system is
                                                      interconnected to the existing system for alarm, trouble and
                                                      supervisory conditions. Tenant Panel EST2 for computer rm
                                                      smokes.

         iv.  operating voltage                       120 volts to system, 24 volts device

     b)  Central Station (company Name)               Wells Fargo Alarm (Borg-Warner Security)

     c)  Emergency telephone system                   Yes, located in elevators, elevator lobbies and stairs

     d)  Secondary power source                       Battery and generator (new), generator (existing)

     e)  Control panel information                    Edwards (new), Gamewell (existing)

     f)  Manual station locations                     Pull stations are located by stair entrances and by
                                                      exterior exit doors on all floors, including garage
                                                      levels and loading dock area.


     g)  Type of alarm indicating appliances          Strobes are located in renovated areas. Speakers are
         (visual and/or audible) and locations        located throughout the entire building.

     h)  Notification system (entire building,        A high-rise package containing a pre-recorded message sounds
         floor above & below, etc.)                   on the fire floor, floor above and floor below for the 1st
                                                      alarm. A 2nd alarm sounds for the entire building.

     i)  Type of devices that sound evacuation        Duct detectors for old floors only. New floors replaced with
         alarm                                        plenum detectors. Smoke detectors, heat detectors, kitchen
                                                      hoods and pull stations.

     j)  System interfaces (elevators, smoke          Elevator recall, no shunt trip. Stairwell pressurization
         control, electric door locks, HVAC, etc.)    on general building alarm. Electric door locks main
                                                      lobby 1st floor. Special locking arrangements on
                                                      stairwell doors with controlled tenant access locking
                                                      arrangements (both code compliant), HVAC shuts down
                                                      on duct detector activation (old floors) and general
                                                      alarm per floor (new floors).


     k)  Compliance to testing and maintenance        No. Needs to be scheduled.
         required by NFPA72


17)  Describe building's means of egress (NFPA 101)

     a)  Number of exits per floor                    Three exit stairs are provided per floor (P1 and P2
                                                      levels, 1st through 12th floors). Elevator Machine
                                                      Room on 13th floor has center stair access only.

     b)  Points of discharge for each exit            North wing exits on 1st floor through hallway. Center
                                                      exits to lobby and then to 12th Street side. South wing
                                                      exits on 1st floor through hallway.

     c)  Capacity of each exit (# people)             Center Stair: 44 1/2" clear stair width/0.2"/person = 222,
                                                      35 1/4" door provides 33 1/4" clear width/0.15" person = 221
                                                      [Since the door's capacity is less than the stair's, the exit
                                                      capacity of the center stair is 221]
                                                      Stair 2: 44" clear stair width/0.2"/person = 220,
                                                      35 1/4" door provides 33 1/4" clear width/0.15"/person = 221
                                                      [Since the stair's capacity is less than the door's, the exit
                                                      capacity of stair 2 is 220]
                                                      Stair 3: 44" clear stair width/0.2"/person = 220,
                                                      35 1/4" door provides 33 1/4" clear width/0.15"/person = 221
                                                      [Since the stair's capacity is less than the door's, the exit
</TABLE>


<PAGE>


<TABLE>

     <S>                                              <C>
                                                      capacity of stair 3 is 220]

                                                      MAIN LOBBY to 12th Street has 2 double doors of 70"
                                                      clear width (2x70=140"/0.15"/person - 933 PEOPLE).
                                                      REAR LOBBY has a set of double doors of 58" clear
                                                      width/0.15"/person = 387 PEOPLE

     d)  Occupant load per floor                      193 people typical

     e)  Remoteness of exits

         i.   Maximum diagonal dimension of typical   280 feet
              floor

         ii.  Exit door separation                    140 feet

         iii. How is distance measured?               straight line

     f)  Exit access width, fire resistance           Stairs 2 and 3 are in open office areas, with 5 feet
         rating, arrangement                          exit access width. Stair 1 is served by a corridor.

     g)  Exit stair enclosure                         Stairs 2 and 3 are 2 hour rated. Center stair exits
                                                      through lobby.

     h)  Exit discharge protection                    Stairs 2 and 3 have 2 hour rated exit passageways.
                                                      Center stair exits through lobby.

     i)  Exit dimensions                              Center Stair: 44 1/2" width, 9" run, 8" rise
                                                      Stair 2: 44" width, 9 1/4" run, 7 3/4" rise
                                                      Stair 3: 44" width, 9 1/4" run, 7 3/4" rise

     j)  Handrails                                    Handrails are provided on all stairs, mounted 32" above
                                                      tread with proper graspability. (~13/4" pipe)

     k)  Deadends                                     None

     l)  Common paths of travel                       None

     m)  Vertical openings (open stairs, atriums,     No escalators. Atrium 1st floor to 12th floor outside front.
         escalators, etc.)

     n)  Penetrations of exit enclosure not related   None
         to the function of the exit

     o)  Exit Stairway Pressurization                 Stairwell pressurization is provided on all stairs.
                                                      The system activates on any fire alarm signal or the
                                                      control switches in the Fire Alarm Control Room.
</TABLE>



   FINDINGS WITH RECOMMENDED CORRECTIVE ACTIONS WITH SPECIFIC CODE REFERENCES

   BUILDING CONSTRUCTION TYPE AND REQUIRED FIRE RESISTANCE RATED CONSTRUCTION

NOTED DEFICIENCIES

         1.       The Elevator machine room fire rated door does not self-close
                  and latch. The door seems to rub or stick.

         2.       The 12th floor Electrical Room 1209S has small unsealed
                  penetrations into corridor.

         3.       The telephone rooms on all the floors located in the tenant
                  area on both the South and North ends of the building have
                  unsealed wire penetrations through the floor/ceiling slab.

         4.       The North stair discharge fire rated door does not self-close
                  and latch. The door seems to rub or stick.

RECOMMENDED CORRECTIVE ACTION:

         1.       Adjust the door closer or keeper, oil parts. $50.00.

         2.       Seal the penetrations with mineral wool or drywall closed.
                  $50.00

         3.       Seal all floor/ceiling slab penetrations with an approved
                  firestopping method. $600.00 - $1200.00

         4.       Adjust the door closer or keeper, oil parts. $50,00


<PAGE>

                                FIRE ALARM SYSTEM

NOTED DEFICIENCIES

         1.       The Graphic Annunciator contains an LED for a "Halon system"
                  that no longer exists.

         2.       The 6N telephone room old system smoke detector is hanging
                  down from the ceiling. The room is also protected by a new
                  smoke detector until the old system is entirely phased out.

         3.       The fire alarm detection system on the unrenovated 9th floor
                  must be modified under the next tenant fit-out. All existing
                  initiation devices on the old fire alarm panel are to be
                  replaced by new initiation devices on the new system.

         4.       No current annual inspection or test has been performed.

RECOMMENDED CORRECTIVE ACTION:

         1.       Modify the Annunciator - Blank out the information and keep
                  the LED as a spare. $150.00

         2.       Remount the device. $50.00

         3.       Ensure future renovations match the standard of care
                  established under the phased fire alarm system upgrade. A/E
                  design and renovation of space is best suited for pricing
                  work. (Estimate range of $1,200 - $6,000)

         4.       Perform annual inspection and test ~$600



             MEANS OF EGRESS, EXIT STAIRS AND DISCHARGE PASSAGEWAYS

See building construction comments above regarding any non-functioning door in
any rated egress component.

                         EMERGENCY LIGHTS AND EXIT SIGNS

NOTED DEFICIENCIES

         1.       The exit sign near cubicle 1294S was damaged/knocked off
                  ceiling partially.

         2.       The exit signs near stair 12S are dim.

RECOMMENDED CORRECTIVE ACTION:

         1.       Repair/replace. $50.00

         2.       Check circuit to exit lights, repair, as needed. $50.00 to
                  $250.00


                                FIRE SUPPRESSION

NOTED DEFICIENCIES

         1.       No current records of fire pump inspection and test forms.
                  Fire extinguishers are not tagged.

 RECOMMENDED CORRECTIVE ACTION:

         1.       Perform annual fire suppression systems inspections, tests and
                  service. ~$3,000 to $4,000

<PAGE>
                             SFO DTSA20-03-R-00528

--------------------------------------------------------------------------------
                             GENERAL CLAUSES (FINAL)
              (ACQUISITION OF LEASEHOLD INTERESTS IN REAL PROPERTY)
--------------------------------------------------------------------------------

<Table>
<Caption>
CATEGORY                         CLAUSE NO.          48 CFR REF.        CLAUSE TITLE
-------------------              ----------          --------------     ---------------------------------------------------------
<S>                              <C>                 <C>                <C>
DEFINITIONS                            1             552.270-4          Definitions
GENERAL                                2             552.270-5          Subletting and Assignment
                                       3             552.270-11         Successors Bound
                                       4             552.270-23         Subordination, Nondisturbance and Attornment
                                       5             552.270-24         Statement of Lease
                                       6             552.270-25         Substitution of Tenant Agency
                                       7             552.270-26         No Waiver
                                       8             552.270-27         Integrated Agreement
                                       9             552.270-28         Mutuality of Obligation

PERFORMANCE                           10             552.270-17         Delivery and Condition
                                      11             552.270-18         Default in Delivery - Time Extensions
                                                                        (Variation)
                                      12             552.270-19         Progressive Occupancy
                                      13             552.270-21         Effect of Acceptance and Occupancy
                                      14             552.270-6          Maintenance of Building and Premises-Right of Entry
                                      15             552.270-10         Failure in Performance
                                      16             552.270-22         Default by Lessor During the Term
                                      17             552.270-7          Fire and Casualty Damage
                                      18             552.270-8          Compliance with Applicable Law
                                      19             552.270-12         Alterations
                                      20             552.270-29         Acceptance of Space

INSPECTION                            21             552.270-9          Inspection-Right of Entry

PAYMENT                               22             552.232-75         Prompt Payment
                                      23             552.232-76         Electronic Funds Transfer Payment
                                                                        (Variation)
                                      24             552.232-70         Invoice Requirements
                                      25             52.232-23          Assignment of Claims
                                      26             552.270-20         Payment (Variation)

STANDARDS OF                          27             552.203-5          Covenant Against Contingent Fees
CONDUCT                               28             52.203-7           Anti-Kickback Procedures
                                      29             52.223-6           Drug-Free Workplace

ADJUSTMENTS                           30             552.203-70         Price Adjustment for Illegal or Improper
                                                                        Activity
                                      31             52.215-10          Price Reduction for Defective Cost or Pricing Data
                                      32             552.270-13         Proposals for Adjustment
                                      33             552.270-14         Changes (Variation)
AUDITS                                34             552.215-70         Examination of Records by TSA
                                      35             52.215-2           Audit and Records--Negotiation

DISPUTES                              36             52.233-1           Disputes
</Table>


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                             SFO DTSA20-03-R-00528

<Table>
<S>                                   <C>            <C>                <C>
LABOR STANDARDS                       37             52.222-26          Equal Opportunity
                                      38             52.222-24          Preaward On-Site Equal Opportunity
                                                                        Compliance Evaluation
                                      39             52.222-21          Prohibition of Segregated Facilities
                                      40             52.222-35          Affirmative Action for Disabled Veterans and
                                                                        Veterans of the Vietnam Era
                                      41             52.222-36          Affirmative Action for Workers with
                                                                        Disabilities
                                      42             52.222-37          Employment Reports on Disabled Veterans and
                                                                        Veterans of the Vietnam Era

SUBCONTRACTING                        43             52.209-6           Protecting the Government's Interest When
                                                                        Subcontracting With Contractors Debarred,
                                                                        Suspended, or Proposed for Debarment
                                      44             52.215-12          Subcontractor Cost or Pricing Data
                                      45             52.219-8           Utilization of Small Business Concerns
                                      46             52.219-9           Small Business Subcontracting Plan
                                      47             52.219-16          Liquidated Damages- Subcontracting Plan
</Table>


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                             SFO DTSA20-03-R-00528

                                 GENERAL CLAUSES
              (Acquisition of Leasehold Interests in Real Property)

   1.   552.270-4 - DEFINITIONS (SEP 1999)

        The following terms and phrases (except as otherwise expressly provided
        or unless the context otherwise requires) for all purposes of this lease
        shall have the respective meanings hereinafter specified:

        (a)     "Commencement Date" means the first day of the term.

        (b)     "Contract" and "Contractor" means "Lease" and "Lessor,"
                respectively.

        (c)     "Contracting Officer" means a person with the authority to enter
                into, administer, and/or terminate contracts and make related
                determinations and findings. The term includes certain
                authorized representatives of the Contracting Officer acting
                within the limits of their authority as delegated by the
                Contracting Officer.

        (d)     "Delivery Date" means the date specified in or determined
                pursuant to the provisions of this lease for delivery of the
                premises to the Government, improved in accordance with the
                provisions of this lease and substantially complete, as such
                date may be modified in accordance with the provisions of this
                lease.

        (e)     "Delivery Time" means the number of days provided by this lease
                for delivery of the premises to the Government, as such number
                may be modified in accordance with the provisions of this lease.

        (f)     "Excusable Delays" mean delays arising without the fault or
                negligence of Lessor and Lessor's subcontractors and suppliers
                at any tier, and shall include, without limitation, (1) acts of
                God or of the public enemy, (2) acts of the United States of
                America in either its sovereign or contractual capacity, (3)
                acts of another contractor in the performance of a contract with
                the Government, (4) fires, (5) floods, (6) epidemics, (7)
                quarantine restrictions, (8) strikes, (9) freight embargoes,
                (10) unusually severe weather, or (11) delays of subcontractors
                or suppliers at any tier arising from unforeseeable causes
                beyond the control and without the fault or negligence of both
                the Lessor and any such subcontractor or supplier.

        (g)     "Lessor" means the sub-lessor if this lease is a sublease.

        (h)     "Lessor shall provide" means the Lessor shall furnish and
                install at Lessor's expense.

        (i)     "Notice" means written notice sent by certified or registered
                mail, Express Mail or comparable service, or delivered by hand.
                Notice shall be effective on the date delivery is accepted or
                refused.

        (j)     "Premises" means the space described on the Standard Form 2,
                U.S. Government Lease for Real Property, of this lease.

        (k)     "Substantially complete" and "substantial completion" means that
                the work, the common and other areas of the building, and all
                other things necessary for the Government's access to the
                premises and occupancy, possession, use and enjoyment thereof,
                as provided in this lease, have been completed or obtained,
                excepting only such minor matters as do not interfere with or
                materially diminish such access, occupancy, possession, use or
                enjoyment.

        (l)     "Work" means all alterations, improvements, modifications, and
                other things required for the preparation or continued occupancy
                of the premises by the Government as specified in this lease.

   2.   552.270-5 - SUBLETTING AND ASSIGNMENT (SEP 1999)

        The Government may sublet all or a portion of the Premises or assign
        this Lease without obtaining the consent of the Lessor provided that (a)
        the Government provides the Lessor with written notice of such
        subletting or assignment at least 15 working days prior to the effective
        date of such subletting or assignment, (b) the Government remains liable
        for all the obligations of the tenant under the lease, (c) the lease
        authority of the Government serves as a guarantee of the obligations of
        the tenant under this lease in the event of any such subletting and
        assignment, and (d) the proposed sublessee's use is an office use
        consistent with office use and zoning for the site in Washington, D.C.


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                             SFO DTSA20-03-R-00528


   3.   552.270-11 SUCCESSORS BOUND (SEP 1999)

        This lease shall bind, and inure to the benefit of, the parties and
        their respective heirs, executors, administrators, successors, and
        assigns.

   4.   552.270-23 - SUBORDINATION, NONDISTURBANCE AND ATTORNMENT (SEP 1999)

        (a)     Lessor warrants that it holds such title to or other interest in
                the premises and other property as is necessary to the
                Government's access to the premises and full use and enjoyment
                thereof in accordance with the provisions of this lease.
                Government agrees, in consideration of the warranties and
                conditions set forth in this clause, that this lease is subject
                and subordinate to any and all recorded mortgages, deeds of
                trust and other liens now or hereafter existing or imposed upon
                the premises, and to any renewal, modification or extension
                thereof. It is the intention of the parties that this provision
                shall be self-operative and that no further instrument shall be
                required to effect the present or subsequent subordination of
                this lease. Government agrees, however, within twenty (20)
                business days next following the Contracting Officer's receipt
                of a written demand, to execute such instruments as Lessor may
                reasonably request to evidence further the subordination of this
                lease to any existing or future mortgage, deed of trust or other
                security interest pertaining to the premises, and to any water,
                sewer or access easement necessary or desirable to serve the
                premises or adjoining property owned in whole or in part by
                Lessor if such easement does not interfere with the full
                enjoyment of any right granted the Government under this lease.

        (b)     No such subordination, to either existing or future mortgages,
                deeds of trust or other lien or security instrument shall
                operate to affect adversely any right of the Government under
                this lease so long as the Government is not in default under
                this lease. Lessor will include in any future mortgage, deed of
                trust or other security instrument to which this lease becomes
                subordinate, or in a separate nondisturbance agreement, a
                provision to the foregoing effect. Lessor warrants that the
                holders of all notes or other obligations secured by existing
                mortgages, deeds of trust or other security instruments have
                consented to the provisions of this clause, and agrees to
                provide true copies of all such consents to the Contracting
                Officer promptly upon demand.

        (c)     In the event of any sale of the premises or any portion thereof
                by foreclosure of the lien of any such mortgage, deed of trust
                or other security instrument, or the giving of a deed in lieu of
                foreclosure, the Government will be deemed to have attorned to
                any purchaser, purchasers, transferee or transferees of the
                premises or any portion thereof and its or their successors and
                assigns, and any such purchasers and transferees will be deemed
                to have assumed all obligations of the Lessor under this lease,
                so as to establish direct privity of estate and contract between
                Government and such purchasers or transferees, with the same
                force, effect and relative priority in time and right as if the
                lease had initially been entered into between such purchasers or
                transferees and the Government; provided, further, that the
                Contracting Officer and such purchasers or transferees shall,
                with reasonable promptness following any such sale or deed
                delivery in lieu of foreclosure, execute all such revisions to
                this lease, or other writings, as shall be necessary to document
                the foregoing relationship.

        (d)     None of the foregoing provisions may be deemed or construed to
                imply a waiver of the Government's rights as a sovereign.

   5.   552.270-24 - STATEMENT OF LEASE (AUG 1999)

        (a)    The Contracting Officer will, within thirty (30) days next
               following the Contracting Officer's receipt of a joint written
               request from Lessor and a prospective lender or purchaser of the
               building, execute and deliver to Lessor a letter stating that the
               same is issued subject to the conditions stated in this clause
               and, if such is the case, that (1) the lease is in full force and
               effect; (2) the date to which the rent and other charges have
               been paid in advance, if any; and (3) whether any notice of
               default has been issued.

        (b)     Letters issued pursuant to this clause are subject to the
                following conditions:

               (1)    That they are based solely upon a reasonably diligent
                      review of the Contracting Officer's lease file as of the
                      date of issuance;

               (2)    That the Government shall not be held liable because of
                      any defect in or condition of the premises or building;

               (3)    That the Contracting Officer does not warrant or represent
                      that the premises or building comply with applicable
                      Federal, State and local law; and

               (4)    That the Lessor, and each prospective lender and purchaser
                      are deemed to have constructive notice of such facts as
                      would be ascertainable by reasonable prepurchase and
                      precommitment inspection of the Premises and Building and
                      by inquiry to appropriate Federal, State and local
                      Government officials.


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   6.   552.270-25 - SUBSTITUTION OF TENANT AGENCY (SEP 1999)

        The Government may, at any time and from time to time, substitute any
        Government agency or agencies for the Government agency or agencies, if
        any, named in the lease.

   7.   552.270-26 - NO WAIVER (SEP 1999)

        No failure by either party to insist upon the strict performance of any
        provision of this lease or to exercise any right or remedy consequent
        upon a breach thereof, and no acceptance of full or partial rent or
        other performance by either party during the continuance of any such
        breach shall constitute a waiver of any such breach of such provision.

   8.   552.270-27 - INTEGRATED AGREEMENT (SEP 1999)

        This Lease, upon execution, contains the entire agreement of the parties
        and no prior written or oral agreement, express or implied, shall be
        admissible to contradict the provisions of the Lease.

   9.   552.270-28 - MUTUALITY OF OBLIGATION (SEP 1999)

        The obligations and covenants of the Lessor, and the Government's
        obligation to pay rent and other Government obligations and covenants,
        arising under or related to this Lease, are interdependent. The
        Government may, upon issuance of and delivery to Lessor of a final
        decision asserting a claim against Lessor, set off such claim, in whole
        or in part, as against any payment or payments then or thereafter due
        the Lessor under this lease. No setoff pursuant to this clause shall
        constitute a breach by the Government of this lease. Prior to exercising
        any right of financial offset, the Government shall use best efforts,
        circumstances allowing, to provide Lessor with ten (10) days prior
        written notice.

  10.   552.270-17 - DELIVERY AND CONDITION (SEP 1999)

        (a)    Unless the Government elects to have the space occupied in
               increments, the space must be delivered ready for occupancy as a
               complete unit. The Government reserves the right to determine
               when the space is substantially complete.

        (b)    If the premises do not in every respect comply with the
               provisions of this lease the Contracting Officer may, in
               accordance with the Failure in Performance clause of this lease,
               elect to reduce the rent payments.

  11.   552.270-18 - DEFAULT IN DELIVERY - TIME EXTENSIONS (SEP 1999)
        (VARIATION)

        (a)    With respect to Lessor's obligation to deliver the premises
               substantially complete by the delivery date, time is of the
               essence. If the Lessor fails to work diligently to ensure its
               substantial completion by the delivery date or fails to
               substantially complete the work by such date, the Government may
               by notice to the Lessor terminate this lease. Such termination is
               effective when received by Lessor. The Lessor and the Lessor's
               sureties, if any, are jointly and severally liable for any
               damages to the Government resulting from such termination, as
               provided in this clause. The Government shall be entitled to the
               following damages:

               (1)    The Government's aggregate rent and estimated real estate
                      tax and operating cost adjustments for the firm term and
                      all option terms of its replacement lease or leases, in
                      excess of the aggregate rent and estimated real estate tax
                      and operating cost adjustments for the term. If the
                      Government procures replacement premises for a term
                      (including all option terms) in excess of this term, the
                      Lessor is not liable for excess Government rent or
                      adjustments during such excess lease term.

               (2)    All administrative and other costs the Government incurs
                      in procuring a replacement lease or leases.

               (3)    Other, additional relief provided for in this lease, at
                      law, or in equity.

        (b)    Damages to which the Government is entitled to under this clause
               are due and payable thirty (30) days following the date Lessor
               receives notice from the Contracting Officer specifying such
               damages.

        (c)    Delivery by Lessor of less than the minimum ANSI/BOMA Office Area
               square footage required by this lease shall in no event be
               construed as substantial completion, except as the Contracting
               Officer permits.

        (d)    The Government shall not terminate this lease under this clause
               nor charge the Lessor with damages under this clause, if (1) the
               delay in substantially completing the work arises from excusable
               delays and (2) the Lessor within 10 days from the beginning of
               any such delay (unless extended in writing by the Contracting
               Officer) provides notice to the Contracting Officer of the causes
               of delay. The Contracting Officer shall ascertain the facts and
               the extent of delay. If the facts warrant, the Contracting
               Officer shall extend the delivery date, to

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                             SFO DTSA20-03-R-00528

                the extent of such delay at no additional costs to the
                Government. A time extension is the sole remedy of the Lessor.

  12.   552.270-19 - PROGRESSIVE OCCUPANCY (SEP 1999)

        The Government shall have the right to elect to occupy the space in
        partial increments prior to the substantial completion of the entire
        leased premises, and the Lessor agrees to schedule its work so as to
        deliver the space incrementally as elected by the Government. The
        Government shall pay rent commencing with the first business day
        following substantial completion of the entire leased premise unless the
        Government has elected to occupy the leased premises incrementally. In
        case of incremental occupancy, the Government shall pay rent pro rata
        upon the first business day following substantial completion of each
        incremental unit. Rental payments shall become due on the first workday
        of the month following the month in which an increment of space is
        substantially complete, except that should an increment of space be
        substantially completed after the fifteenth day of the month, the
        payment due date will be the first workday of the second month following
        the month in which it was substantially complete. The commencement date
        of the firm lease term will be a composite determined from all rent
        commencement dates.

  13.   552.270-21 - EFFECT OF ACCEPTANCE AND OCCUPANCY (SEP 1999)

        Neither the Government's acceptance of the premises for occupancy, nor
        the Government's occupancy thereof, shall be construed as a waiver of
        any requirement of or right of the Government under this Lease, or as
        otherwise prejudicing the Government with respect to any such
        requirement or right.

  14.   552.270-6 - MAINTENANCE OF BUILDING AND PREMISES - RIGHT OF ENTRY
        (SEP 1999)

        Except in case of damage arising out of the willful act or negligence of
        a Government employee, Lessor shall maintain the premises, including the
        building, building systems, and all equipment, fixtures, and
        appurtenances furnished by the lessor under this lease, in good repair
        and condition so that they are suitable in appearance and capable of
        supplying such heat, air conditioning, light, ventilation, safety
        systems, access and other things to the premises, without reasonably
        preventable or recurring disruption, as is required for the Government's
        access to, occupancy, possession, use and enjoyment of the premises as
        provided in this lease. For the purpose of so maintaining the premises,
        the Lessor may at reasonable times enter the premises with the approval
        of the authorized Government representative in charge.

  15.   552.270-10 - FAILURE IN PERFORMANCE (SEP 1999)

        The covenant to pay rent and the covenant to provide any service,
        utility, maintenance, or repair required under this lease are
        interdependent. In the event of any failure by the Lessor to provide any
        service, utility, maintenance, repair or replacement required under this
        lease the Government may, by contract or otherwise, perform the
        requirement and deduct from any payment or payments under this lease,
        then or thereafter due, the resulting cost to the Government, including
        all administrative costs. If the Government elects to perform any such
        requirement, the Government and each of its contractors shall be
        entitled to access to any and all areas of the building, access to which
        is necessary to perform any such requirement, and the Lessor shall
        afford and facilitate such access. Alternatively, the Government may
        deduct from any payments under this lease, then or thereafter due, an
        amount which reflects the reduced value of the contract requirement not
        performed. No deduction from rent pursuant to this clause shall
        constitute a default by the Government under this lease. These remedies
        are not exclusive and are in addition to any other remedies which may be
        available under this lease or at law. The Government will use best
        efforts to notify Lessor and allow reasonable time to cure.

  16.   552.270-22 - DEFAULT BY LESSOR DURING THE TERM (SEP 1999)

        (a)    Each of the following shall constitute a default by Lessor under
               this lease:

               (1)    Failure to maintain, repair, operate or service the
                      premises as and when specified in this lease, or failure
                      to perform any other requirement of this lease as and when
                      required provided any such failure shall remain uncured
                      for a period of thirty (30) days next following Lessor's
                      receipt of notice thereof from the Contracting Officer or
                      an authorized representative, unless Lessor is reasonably
                      pursuing a cure of the failure.

        (b)    If a default occurs, the Government may, by notice to Lessor,
               terminate this lease for default and if so terminated, the
               Government shall be entitled to the damages specified in the
               Default in Delivery-Time Extensions clause. The Government will
               use its best efforts to notify Lessor or management agent and
               allow reasonable time to cure.


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  17.   552.270-7 - FIRE AND CASUALTY DAMAGE (SEP 1999)

        If the entire premises are destroyed by fire or other casualty, this
        lease will immediately terminate. In case of partial destruction or
        damage, so as to render the premises untenantable, as determined by the
        Government, the Government may terminate the lease by giving written
        notice to the Lessor within 15 calendar days of the fire or other
        casualty; if so terminated, no rent will accrue to the Lessor after such
        partial destruction or damage; and if not so terminated, the rent will
        be reduced proportionately by supplemental agreement hereto effective
        from the date of such partial destruction or damage. Nothing in this
        lease shall be construed as relieving Lessor from liability for damage
        to or destruction of property of the United States of America caused by
        the willful or negligent act or omission of Lessor.

  18.   552.270-8 - COMPLIANCE WITH APPLICABLE LAW (SEP 1999)

        Lessor shall comply with all Federal, state and local laws applicable to
        the Lessor as owner or lessor, or both, of the building or premises,
        including, without limitation, laws applicable to the construction,
        ownership, alteration or operation of both or either thereof, and will
        obtain all necessary permits, licenses and similar items at Lessor's
        expense. The Government will comply with all Federal state and local
        laws applicable to and enforceable against it as a tenant under this
        lease; provided that nothing in this lease shall be construed as a
        waiver of any sovereign immunity of the Government. This lease shall be
        governed by Federal law.

  19.   552.270-12 - ALTERATIONS (SEP 1999)

        The Government shall have the right during the existence of this lease
        to make alterations, attach fixtures, and erect structures or signs in
        or upon the premises hereby leased, which fixtures, additions or
        structures so placed in, on, upon, or attached to the said premises
        shall be and remain the property of the Government and may be removed or
        otherwise disposed of by the Government. If the lease contemplates that
        the Government is the sole occupant of the building, for purposes of
        this clause, the leased premises include the land on which the building
        is sited and the building itself. Otherwise, the Government shall have
        the right to tie into or make any physical connection with any structure
        located on the property as is reasonably necessary for appropriate
        utilization of the leased space. All mechanical, electrical, and/or
        structural alterations affecting the building systems shall either be
        reasonably approved in writing by the Lessor or contracted for, through
        Lessor.

  20.   552.270-29 - ACCEPTANCE OF SPACE (SEP 1999)

        (a)    When the Lessor has completed all alterations, improvements, and
               repairs necessary to meet the requirements of the lease, the
               Lessor shall notify the Contracting Officer. The Contracting
               Officer or designated representative shall promptly inspect the
               space.

        (b)    The Government will accept the space and the lease term will
               begin after determining that the space is substantially complete
               and contains the required ANSI/BOMA Office Area square footage as
               indicated in the paragraph of this solicitation entitled "Amount
               and Type of Space."

  21.   552.270-9 - INSPECTION - RIGHT OF ENTRY (SEP 1999)

        (a)    At any time and from time to time after receipt of an offer
               (until the same has been duly withdrawn or rejected), after
               acceptance thereof and during the term, the agents, employees
               and contractors of the Government may, upon reasonable prior
               notice to Offeror or Lessor, enter upon the offered premises or
               the premises, and all other areas of the building access to
               which is necessary to accomplish the purposes of entry, to
               determine the potential or actual compliance by the Offeror or
               Lessor with the requirements of the solicitation or this lease,
               which purposes shall include, but not be limited to: (1)
               inspecting, sampling and analyzing of suspected
               asbestos-containing materials and air monitoring for asbestos
               fibers; (2) inspecting the heating, ventilation and air
               conditioning system, maintenance records, and mechanical rooms
               for the offered premises or the premises; (3) inspecting for any
               leaks, spills, or other potentially hazardous conditions which
               may involve tenant exposure to hazardous or toxic substances;
               and (4) inspecting for any current or past hazardous waste
               operations, to ensure that appropriate mitigative actions were
               taken to alleviate any environmentally unsound activities in
               accordance with Federal, State and local law.

        (b)    Nothing in this clause shall be construed to create a Government
               duty to inspect for toxic materials or to impose a higher
               standard of care on the Government than on other lessees. The
               purpose of this clause is to promote the ease with which the
               Government may inspect the building. Nothing in this clause shall
               act to relieve the Lessor of any duty to inspect or liability
               which might arise as a result of Lessor's failure to inspect for
               or correct a hazardous condition.


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  22.   552.232-75 - PROMPT PAYMENT (SEP 1999)

        The Government will make payments under the terms and conditions
        specified in this clause. Payment shall be considered as being made on
        the day a check is dated or an electronic funds transfer is made. All
        days referred to in this clause are calendar days, unless otherwise
        specified.

        (a)    Payment due date.

               (1)    Rental payments. Rent shall be paid monthly in arrears and
                      will be due on the first workday of each month, and only
                      as provided for by the lease.

                      (i)    When the date for commencement of rent falls on
                             the 15th day of the month or earlier, the
                             initial monthly rental payment under this
                             contract shall become due on the first workday of
                             the month following the month in which the
                             commencement of the rent is effective.

                      (ii)   When the date for commencement of rent falls after
                             the 15th day of the month, the initial monthly
                             rental payment under this contract shall become due
                             on the first workday of the second month following
                             the month in which the commencement of the rent is
                             effective.

               (2)    Other payments. The due date for making payments other
                      than rent shall be the later of the following two events:

                      (i)    The 30th day after the designated billing office
                             has received a proper invoice from the Contractor.

                      (ii)   The 30th day after Government acceptance of the
                             work or service. However, if the designated billing
                             office fails to annotate the invoice with the
                             actual date of receipt, the invoice payment due
                             date shall be deemed to be the 30th day after the
                             Contractor's invoice is dated, provided a proper
                             invoice is received and there is no disagreement
                             over quantity, quality, or Contractor compliance
                             with contract requirements.

        (b)    Invoice and inspection requirements for payments other than rent.

               (1)    The Contractor shall prepare and submit an invoice to the
                      designated billing office after completion of the work. A
                      proper invoice shall include the following items:

                      (i)    Name and address of the Contractor.

                      (ii)   Invoice date.

                      (iii)  Lease number.

                      (iv)   Government's order number or other authorization.

                      (v)    Description, price, and quantity of work or
                             services delivered.

                      (vi)   Name and address of Contractor official to whom
                             payment is to be sent (must be the same as that in
                             the remittance address in the lease or the order.)

                      (vii)  Name (where practicable), title, phone number, and
                             mailing address of person to be notified in the
                             event of a defective invoice.

               (2)    The Government will inspect and determine the
                      acceptability of the work performed or services delivered
                      within 7 days after the receipt of a proper invoice or
                      notification of completion of the work or services unless
                      a different period is specified at the time the order is
                      placed. If actual acceptance occurs later, for the purpose
                      of determining the payment due date and calculation of
                      interest, acceptance will be deemed to occur on the last
                      day of the 7-day inspection period. If the work or service
                      is rejected for failure to conform to the technical
                      requirements of the contract, the 7 days will be counted
                      beginning with receipt of a new invoice or notification.
                      In either case, the Contractor is not entitled to any
                      payment or interest unless actual acceptance by the
                      Government occurs.

        (c)    Interest Penalty.

               (1)    An interest penalty shall be paid automatically by the
                      Government, without request from the Contractor, if
                      payment is not made by the due date.

               (2)    The interest penalty shall be at the rate established by
                      the Secretary of the Treasury under Section 12 of the
                      Contract Disputes Act of 1978 (41 U.S.C. 611) that is in
                      effect on the day after the due date. This rate is
                      referred to as the "Renegotiation Board Interest Rate,"
                      and it is published in the Federal Register semiannually
                      on or about January 1 and July 1. The interest penalty
                      shall accrue daily on the payment amount approved by the
                      Government and be compounded in 30-day increments
                      inclusive from the first day after the due date through
                      the payment date.

               (3)    Interest penalties will not continue to accrue after the
                      filing of a claim for such penalties under the clause at
                      52.233-1, Disputes, or for more than 1 year. Interest
                      penalties of less than $1.00 need not be paid.

               (4)    Interest penalties are not required on payment delays due
                      to disagreement between the Government and Contractor over
                      the payment amount or other issues involving contract
                      compliance or on amounts temporarily withheld or retained
                      in accordance with the terms of the contract. Claims
                      involving disputes, and any interest that may be payable,
                      will be resolved in accordance with the clause at
                      52.233-1, Disputes.


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  23.   552.232-76 - ELECTRONIC FUNDS TRANSFER PAYMENT (SEP 1999) (Variation)

        (a)    The Government will make payments under this lease by electronic
               funds transfer (EFT). After award, but no later than 30 days
               before the first payment, the Lessor shall designate a financial
               institution for receipt of EFT payments, and shall submit this
               designation to the Contracting Officer or other Government
               official, as directed.

        (b)    The Lessor shall provide the following information:

               (1)    The lease number to which this notice applies.

               (2)    The American Bankers Association 9-digit identifying
                      number for wire transfers of the financing institution
                      receiving payment if the institution has access to the
                      Federal Reserve Communications System.

               (3)    Number of account to which funds are to be deposited.

               (4)    Type of depositor account ("C" for checking, "S" for
                      savings).

               (5)    If the Lessor is a new enrollee to the EFT system, a
                      completed "Payment Information Form," SF 3881.

        (c)    In the event the Lessor, during the performance of this contract,
               elects to designate a different financial institution for the
               receipt of any payment made using EFT procedures, notification of
               such change and the required information specified in (b), above
               must be received by the appropriate Government official no later
               than 30 days prior to the date such change is to become
               effective.

        (d)    The documents furnishing the information required in this clause
               must be dated and contain the signature, title, and telephone
               number of the Lessor or an authorized representative designated
               by the Lessor, as well as the Lessor's name and lease number.

        (e)    Lessor failure to properly designate a financial institution or
               to provide appropriate payee bank account information may delay
               payments of amounts otherwise properly due.

  24.   552.232-70 - INVOICE REQUIREMENTS (VARIATION) (SEP 1999)

        (This clause applies to payments other than rent.)

        (a)    Invoices shall be submitted in an original only, unless otherwise
               specified, to the designated billing office specified in this
               contract or order.

        (b)    Invoices must include the Accounting Control Transaction (ACT)
               number provided below or on the order.

                        ACT Number (to be supplied on individual orders)

        (c)    If information or documentation in addition to that required by
               the Prompt Payment clause of this contract is required in
               connection with an invoice for a particular order, the order will
               indicate what information or documentation must be submitted.

  25.   52.232-23 - ASSIGNMENT OF CLAIMS (JAN 1986)

        (a)    The Contractor, under the Assignment of Claims Act, as amended,
               31 USC 3727, 41 USC 15 (hereafter referred to as the "the Act"),
               may assign its rights to be paid amounts due or to become due as
               a result of the performance of this contract to a bank, trust
               company, or other financing institution, including any Federal
               lending agency. The assignee under such an assignment may
               thereafter further assign or reassign its right under the
               original assignment to any type of financing institution
               described in the preceding sentence.

        (b)    Any assignment or reassignment authorized under the Act and this
               clause shall cover all unpaid amounts payable under this
               contract, and shall not be made to more than one party, except
               that an assignment or reassignment may be made to one party as
               agent or trustee for two or more parties participating in the
               financing of this contract.

        (c)    The Contractor shall not furnish or disclose to any assignee
               under this contract any classified document (including this
               contract) or information related to work under this contract
               until the Contracting Officer authorizes such action in writing.

  26.   552.270-20 - PAYMENT (SEP 1999) (VARIATION)

        (a)    When space is offered and accepted, the ANSI/BOMA Office Area
               square footage delivered will be confirmed by:

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               (1)    the Government's measurement of plans submitted by the
                      successful Offeror as approved by the Government, and an
                      inspection of the space to verify that the delivered space
                      is in conformance with such plans or

               (2)    a mutual on-site measurement of the space, if the
                      Contracting Officer determines that it is necessary.

        (b)    Payment will not be made for space which is in excess of the
               amount of ANSI/BOMA Office Area square footage stated in the
               lease.

        (c)    If it is determined that the amount of ANSI/BOMA Office Area
               square footage actually delivered is less than the amount agreed
               to in the lease, the lease will be modified to reflect the amount
               of Usable space delivered and the annual rental will be adjusted
               as follows:

               Usable square feet not delivered multiplied by the ANSI/BOMA
               Office Area square foot (USF) rate equals the reduction in annual
               rent. The rate per USF is determined by dividing the total annual
               rental by the Usable square footage set forth in the lease.

               USF Not Delivered X Rate per USF = Reduction in Annual Rent.

  27.   552.203-5 - COVENANT AGAINST CONTINGENT FEES (FEB 1990)

        (Applies to leases which exceed $100,000.)

        (a)    The Contractor warrants that no person or agency has been
               employed or retained to solicit or obtain this contract upon an
               agreement or understanding for a contingent fee, except a bona
               fide employee or agency. For breach or violation of this
               warranty, the Government shall have the right to annul this
               contract without liability or, in its discretion, to deduct from
               the contract price or consideration, or otherwise recover the
               full amount of the contingent fee.

        (b)    "Bona fide agency," as used in this clause, means an established
               commercial or selling agency (including licensed real estate
               agents or brokers), maintained by a Contractor for the purpose of
               securing business, that neither exerts nor proposes to exert
               improper influence to solicit or obtain Government contracts nor
               holds itself out as being able to obtain any Government contract
               or contracts through improper influence.

               "Bona fide employee," as used in this clause, means a person,
               employed by a Contractor and subject to the Contractor's
               supervision and control as to time, place, and manner of
               performance, who neither exerts nor proposes to exert improper
               influence to solicit or obtain Government contracts nor holds out
               as being able to obtain any Government contract or contracts
               through improper influence.

               "Contingent fee," as used in this clause, means any commission,
               percentage, brokerage, or other fee that is contingent upon the
               success that a person or concern has in securing a Government
               contract.

               "Improper influence," as used in this clause, means any influence
               that induces or tends to induce a Government employee or officer
               to give consideration or to act regarding a Government contract
               on any basis other than the merits of the matter.

  28.   52.203-7 - ANTI-KICKBACK PROCEDURES (JUL 1995)

        (Applies to leases which exceed $100,000 average net annual rental,
        including option periods.)

        (a)    Definitions.

               "Kickback," as used in this clause, means any money, fee,
               commission, credit, gift, gratuity, thing of value, or
               compensation of any kind which is provided, directly or
               indirectly, to any prime Contractor, prime Contractor employee,
               subcontractor, or subcontractor employee for the purpose of
               improperly obtaining or rewarding favorable treatment in
               connection with a prime contract or in connection with a
               subcontract relating to a prime contract.

               "Person," as used in this clause, means a corporation,
               partnership, business association of any kind, trust, joint-stock
               company, or individual.

               "Prime contract," as used in this clause, means a contract or
               contractual action entered into by the United States for the
               purpose of obtaining supplies, materials, equipment, or services
               of any kind.

               "Prime Contractor," as used in this clause, means a person who
               has entered into a prime contract with the United States.

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               "Prime Contractor employee," as used in this clause, means any
               officer, partner, employee, or agent of a prime Contractor.

               "Subcontract," as used in this clause, means a contract or
               contractual action entered into by a prime Contractor or
               subcontractor for the purpose of obtaining supplies, materials,
               equipment, or services of any kind under a prime contract.

               "Subcontractor," as used in this clause, (1) means any person,
               other than the prime Contractor, who offers to furnish or
               furnishes any supplies, materials, equipment, or services of any
               kind under a prime contract or a subcontract entered into in
               connection with such prime contract, and (2) includes any person
               who offers to furnish or furnishes general supplies to the prime
               Contractor or a higher tier subcontractor.

               "Subcontractor employee," as used in this clause, means any
               officer, partner, employee, or agent of a subcontractor.

        (b)    The Anti-Kickback Act of 1986 (41 U.S.C. 51-58) (the Act),
               prohibits any person from--

               (1)    Providing or attempting to provide or offering to provide
                      any kickback;

               (2)    Soliciting, accepting, or attempting to accept any
                      kickback; or

               (3)    Including, directly or indirectly, the amount of any
                      kickback in the contract price charged by a prime
                      Contractor to the United States or in the contract price
                      charged by a subcontractor to a prime Contractor or higher
                      tier subcontractor.

        (c)    (1)    The Contractor shall have in place and follow
                      reasonable procedures designed to prevent and detect
                      possible violations described in paragraph (b) of this
                      clause in its own operations and direct business
                      relationships.

               (2)    When the Contractor has reasonable grounds to believe that
                      a violation described in paragraph (b) of this clause may
                      have occurred, the Contractor shall promptly report in
                      writing the possible violation. Such reports shall be made
                      to the inspector general of the contracting agency, the
                      head of the contracting agency if the agency does not have
                      an inspector general, or the Department of Justice.

               (3)    The Contractor shall cooperate fully with any Federal
                      agency investigating a possible violation described in
                      paragraph (b) of this clause.

               (4)    The Contracting Officer may (i) offset the amount of the
                      kickback against any monies owed by the United States
                      under the prime contract and/or (ii) direct that the Prime
                      Contractor withhold from sums owed a subcontractor under
                      the prime contract, the amount of the kickback. The
                      Contracting Officer may order that monies withheld under
                      subdivision (c)(4)(ii) of this clause be paid over to the
                      Government unless the Government has already offset those
                      monies under subdivision (c)(4)(i) of this clause. In the
                      either case, the Prime Contractor shall notify the
                      Contracting Officer when the monies are withheld.

               (5)    The Contractor agrees to incorporate the substance of this
                      clause, including subparagraph (c)(5) but excepting
                      subparagraph (c)(1), in all subcontracts under this
                      contract which exceed $100,000.

29.     52.223-6      DRUG-FREE WORKPLACE (JAN 1997)

        (a)    Definitions. As used in this clause --

               "Controlled substance" means a controlled substance in schedules
               I through V of section 202 of the Controlled Substances Act (21
               U.S.C. 812) and as further defined in regulation at 21 CFR
               1308.11 - 1308.15.

               "Conviction" means a finding of guilt (including a plea of nolo
               contendere) or imposition of sentence, or both, by any judicial
               body charged with the responsibility to determine violations of
               the Federal or State criminal drug statutes.

               "Criminal drug statute" means a Federal or non-Federal criminal
               statute involving the manufacture, distribution, dispensing,
               possession, or use of any controlled substance.

               "Drug-free workplace" means the site(s) for the performance of
               work done by the Contractor in connection with a specific
               contract at which employees of the Contractor are prohibited from
               engaging in the unlawful manufacture, distribution, dispensing,
               possession, or use of a controlled substance.

               "Employee" means an employee of a Contractor directly engaged in
               the performance of work under a Government contract. "Directly
               engaged" is defined to include all direct cost employees and any
               other Contractor employee who has other than a minimal impact or
               involvement in contract performance.


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               "Individual" means an offeror/contractor that has no more than
               one employee including the offeror/contractor.

        (b)    The Contractor, if other than an individual, shall-- within 30
               days after award (unless a longer period is agreed to in writing
               for contracts of 30 days or more performance duration), or as
               soon as possible for contracts of less than 30 days performance
               duration--

               (1)    Publish a statement notifying its employees that the
                      unlawful manufacture, distribution, dispensing,
                      possession, or use of a controlled substance is prohibited
                      in the Contractor's workplace and specifying the actions
                      that will be taken against employees for violations of
                      such prohibition;

               (2)    Establish an ongoing drug-free awareness program to inform
                      such employees about--

                      (i)    The dangers of drug abuse in the workplace;

                      (ii)   The Contractor's policy of maintaining a drug-free
                             workplace;

                      (iii)  Any available drug counseling, rehabilitation, and
                             employee assistance programs; and

                      (iv)   The penalties that may be imposed upon employees
                             for drug abuse violations occurring in the
                             workplace;

               (3)    Provide all employees engaged in performance of the
                      contract with a copy of the statement required by
                      subparagraph (b)(1) of this clause;

               (4)    Notify such employees in writing in the statement required
                      by subparagraph (b)(1) of this clause that, as a condition
                      of continued employment on this contract, the employee
                      will--

                      (i)    Abide by the terms of the statement; and

                      (ii)   Notify the employer in writing of the employee's
                             conviction under a criminal drug statute for a
                             violation occurring in the workplace no later than
                             5 days after such conviction.

               (5)    Notify the Contracting Officer in writing within 10 days
                      after receiving notice under subdivision (b)(4)(ii) of
                      this clause, from an employee or otherwise receiving
                      actual notice of such conviction. The notice shall include
                      the position title of the employee;

               (6)    Within 30 days after receiving notice under subdivision
                      (b)(4)(ii) of this clause of a conviction, take one of the
                      following actions with respect to any employee who is
                      convicted of a drug abuse violation occurring in the
                      workplace:

                      (i)    Taking appropriate personnel action against such
                             employee, up to and including termination; or

                      (ii)   Require such employee to satisfactorily participate
                             in a drug abuse assistance or rehabilitation
                             program approved for such purposes by a Federal,
                             State, or local health, law enforcement, or other
                             appropriate agency; and

               (7)    Make a good faith effort to maintain a drug-free workplace
                      through implementation of subparagraphs (b)(1) through
                      (b)(6) of this clause.

        (c)    The Contractor, if an individual, agrees by award of the contract
               or acceptance of a purchase order, not to engage in the unlawful
               manufacture, distribution, dispensing, possession, or use of a
               controlled substance while performing this contract.

        (d)    In addition to other remedies available to the Government, the
               Contractor's failure to comply with the requirements of paragraph
               (b) or (c) of this clause may, pursuant to FAR 23.506, render the
               Contractor subject to suspension of contract payments,
               termination of the contract for default, and suspension or
               debarment.

  30.   552.203-70 - PRICE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY
        (SEP 1999)

        (Applies to leases which exceed $100,000.)

        (a)    If the head of the contracting activity (HCA) or his or her
               designee determines that there was a violation of subsection
               27(a) of the Office of Federal Procurement Policy Act, as amended
               (41 U.S.C. 423), as implemented in the Federal Acquisition
               Regulation, the Government, at its election, may--

               (1)    Reduce the monthly rental under this lease by 5 percent of
                      the amount of the rental for each month of the remaining
                      term of the lease, including any option periods, and
                      recover 5 percent of the rental already paid;

               (2)    Reduce payments for alterations not included in monthly
                      rental payments by 5 percent of the amount of the
                      alterations agreement; or

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               (3)    Reduce the payments for violations by a Lessor's
                      subcontractor by an amount not to exceed the amount of
                      profit or fee reflected in the subcontract at the time the
                      subcontract was placed.

        (b)    Prior to making a determination as set forth above, the HCA or
               designee shall provide to the Lessor a written notice of the
               action being considered and the basis therefor. The Lessor shall
               have a period determined by the agency head or designee, but not
               less than 30 calendar days after receipt of such notice, to
               submit in person, in writing, or through a representative,
               information and argument in opposition to the proposed reduction.
               The agency head or designee may, upon good cause shown, determine
               to deduct less than the above amounts from payments.

        (c)    The rights and remedies of the Government specified herein are
               not exclusive, and are in addition to any other rights and
               remedies provided by law or under this lease.

  31.   52.215-10 - PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT
        1997)

        (Applies when cost or pricing data are required for work or service
        exceeding $500,000.)

        (a)    If any price, including profit or fee, negotiated in connection
               with this contract, or any cost reimbursable under this contract,
               was increased by any significant amount because--

               (1)    The Contractor or a subcontractor furnished cost or
                      pricing data that were not complete, accurate, and current
                      as certified in its Certificate of Current Cost or Pricing
                      Data;

               (2)    A subcontractor or prospective subcontractor furnished the
                      Contractor cost or pricing data that were not complete,
                      accurate, and current as certified in the Contractor's
                      Certificate of Current Cost or Pricing Data; or

               (3)    Any of these parties furnished data of any description
                      that were not accurate, the price or cost shall be reduced
                      accordingly and the contract shall be modified to reflect
                      the reduction.

        (b)    Any reduction in the contract price under paragraph (a) of this
               clause due to defective data from a prospective subcontractor
               that was not subsequently awarded the subcontract shall be
               limited to the amount, plus applicable overhead and profit
               markup, by which (1) the actual subcontract or (2) the actual
               cost to the Contractor, if there was no subcontract, was less
               than the prospective subcontract cost estimate submitted by the
               Contractor; provided, that the actual subcontract price was not
               itself affected by defective cost or pricing data.

        (c)    (1)    If the Contracting Officer determines under paragraph
                      (a) of this clause that a price or cost reduction should
                      be made, the Contractor agrees not to raise the following
                      matters as a defense:

                      (i)    The Contractor or subcontractor was a sole source
                             supplier or otherwise was in a superior bargaining
                             position and thus the price of the contract would
                             not have been modified even if accurate, complete,
                             and current cost or pricing data had been
                             submitted.

                      (ii)   The Contracting Officer should have known that the
                             cost or pricing data in issue were defective even
                             though the Contractor or subcontractor took no
                             affirmative action to bring the character of the
                             data to the attention of the Contracting Officer.

                      (iii)  The contract was based on an agreement about the
                             total cost of the contract and there was no
                             agreement about the cost of each item procured
                             under the contract.

                      (iv)   The Contractor or subcontractor did not submit a
                             Certificate of Current Cost or Pricing Data.

               (2)    (i)    Except as prohibited by subdivision (c)(2)(ii)
                             of this clause, an offset in an amount determined
                             appropriate by the Contracting Officer based upon
                             the facts shall be allowed against the amount of a
                             contract price reduction if--

                             (A)    The Contractor certifies to the Contracting
                                    Officer that, to the best of the
                                    Contractor's knowledge and belief, the
                                    Contractor is entitled to the offset in the
                                    amount requested; and

                             (B)    The Contractor proves that the cost or
                                    pricing data were available before the "as
                                    of" date specified on its Certificate of
                                    Current Cost or Pricing Data, and that the
                                    data were not submitted before such date.

                      (ii)   An offset shall not be allowed if--

                             (A)    The understated data were known by the
                                    Contractor to be understated before the "as
                                    of" date specified on its Certificate of
                                    Current Cost or Pricing Data; or

                             (B)    The Government proves that the facts
                                    demonstrate that the contract price would
                                    not have increased in the amount to be
                                    offset even if the available data had been
                                    submitted before the "as of" date specified
                                    on its Certificate of Current Cost or
                                    Pricing Data.


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        (d)    If any reduction in the contract price under this clause reduces
               the price of items for which payment was made prior to the date
               of the modification reflecting the price reduction, the
               Contractor shall be liable to and shall pay the United States at
               the time such overpayment is repaid--

               (1)    Simple interest on the amount of such overpayment to be
                      computed from the date(s) of overpayment to the Contractor
                      to the date the Government is repaid by the Contractor at
                      the applicable underpayment rate effective for each
                      quarter prescribed by the Secretary of the Treasury under
                      26 U.S.C. 6621(a)(2); and

               (2)    A penalty equal to the amount of the overpayment, if the
                      Contractor or subcontractor knowingly submitted cost or
                      pricing data that were incomplete, inaccurate, or
                      noncurrent.

  32.   552.270-13 - PROPOSALS FOR ADJUSTMENT (SEP 1999)

        (a)    The Contracting Officer may, from time to time during the term of
               this lease, require changes to be made in the work or services to
               be performed and in the terms or conditions of this lease. Such
               changes will be required under the Changes clause.

        (b)    If the Contracting Officer makes a change within the general
               scope of the lease, the Lessor shall submit, in a timely manner,
               an itemized cost proposal for the work to be accomplished or
               services to be performed when the cost exceeds $100,000. The
               proposal, including all subcontractor work, will contain at least
               the following details--

               (1)    Material quantities and unit costs;

               (2)    Labor costs (identified with specific item or material to
                      be placed or operation to be performed;

               (3)    Equipment costs;

               (4)    Worker's compensation and public liability insurance;

               (5)    Overhead;

               (6)    Profit; and

               (7)    Employment taxes under FICA and FUTA.

        (c)    The following Federal Acquisition Regulation (FAR) provisions
               also apply to all proposals exceeding $500,000 in cost --

               (1)    The Lessor shall provide cost or pricing data including
                      subcontractor cost or pricing data (48 CFR 15.403-4) and

               (2)    The Lessor's representative, all Contractors, and
                      subcontractors whose portion of the work exceeds $500,000
                      must sign and return the "Certificate of Current Cost or
                      Pricing Data" (48 CFR 15.406-2).

        (d)    Lessors shall also refer to 48 CFR Part 31, Contract Cost
               Principles, for information on which costs are allowable,
               reasonable, and allocable in Government work.

  33.   552.270-14 - CHANGES (SEP 1999) (VARIATION)

        (a)    The Contracting Officer may at any time, by written order, make
               changes within the general scope of this lease in any one or more
               of the following:

               (1)    Specifications (including drawings and designs);

               (2)    Work or services;

               (3)    Facilities or space layout; or

               (4)    Amount of space, provided the Lessor consents to the
                      change.

        (b)    If any such change causes an increase or decrease in Lessor's
               cost of or the time required for performance under this lease,
               whether or not changed by the order, the Contracting Officer
               shall modify this lease to provide for one or more of the
               following:

               (1)    A modification of the delivery date; provided the
                      Government is responsible for all Governmental caused time
                      delays,

               (2)    An equitable adjustment in the rental rate;

               (3)    A lump sum equitable adjustment; or

               (4)    An equitable adjustment of the annual operating costs per
                      ANSI/BOMA Office Area square foot specified in this lease.

  34.   552.215-70 - EXAMINATION OF RECORDS BY TSA (FEB 1996)

        The Contractor agrees that the Deputy Secretary of the Transportation
        Security Administration, or any duly authorized representative shall,
        until the expiration of 3 years after final payment under this


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        contract, or of the time periods for the particular records specified in
        Subpart 4.7 of the Federal Acquisition Regulation (48 CFR 4.7),
        whichever expires earlier, have access to and the right to examine any
        books, documents, papers, and records of the Contractor involving
        transactions related to this contract or compliance with any clauses
        thereunder. The Contractor further agrees to include in all its
        subcontracts hereunder a provision to the effect that the subcontractor
        agrees that the Administrator of General Services, or any duly
        authorized representatives shall, until the expiration of 3 years after
        final payment under the subcontract, or of the time periods for the
        particular records specified in Subpart 4.7 of the Federal Acquisition
        Regulation (48 CFR 4.7), whichever expires earlier, have access to and
        the right to examine any books, documents, papers, and records of such
        subcontractor, involving transactions related to the subcontract or
        compliance with any clauses thereunder. The term "subcontract" as used
        in this clause excludes (a) purchase orders not exceeding $100,000 and
        (b) subcontracts or purchase orders for public utility services at rates
        established for uniform applicability to the general public.

  35.   52.215-2 - AUDIT AND RECORDS--NEGOTIATION (JUN 1999)

        (a)    As used in this clause, "records" includes books, documents,
               accounting procedures and practices, and other data, regardless
               of type and regardless of whether such items are in written form,
               in the form of computer data, or in any other form.

        (b)    Examination of costs. If this is a cost-reimbursement, incentive,
               time-and-materials, labor-hour, or price redeterminable contract,
               or any combination of these, the Contractor shall maintain and
               the Contracting Officer, or an authorized representative of the
               Contracting Officer, shall have the right to examine and audit
               all records and other evidence sufficient to reflect properly all
               costs claimed to have been incurred or anticipated to be incurred
               directly or indirectly in performance of this contract. This
               right of examination shall include inspection at all reasonable
               times of the Contractor's plants, or parts of them, engaged in
               performing the contract.

        (c)    Cost or pricing data. If the Contractor has been required to
               submit cost or pricing data in connection with any pricing action
               relating to this contract, the Contracting Officer, or an
               authorized representative of the Contracting Officer, in order to
               evaluate the accuracy, completeness, and currency of the cost or
               pricing data, shall have the right to examine and audit all of
               the Contractor's records, including computations and projections,
               related to--

               (1)    The proposal for the contract, subcontract, or
                      modification;

               (2)    The discussions conducted on the proposal(s), including
                      those related to negotiating;

               (3)    Pricing of the contract, subcontract, or modification; or

               (4)    Performance of the contract, subcontract or modification.

        (d)    Comptroller General--

               (1)    The Comptroller General of the United States, or an
                      authorized representative, shall have access to and the
                      right to examine any of the Contractor's directly
                      pertinent records involving transactions related to this
                      contract or a subcontract hereunder.

               (2)    This paragraph may not be construed to require the
                      Contractor or subcontractor to create or maintain any
                      record that the Contractor or subcontractor does not
                      maintain in the ordinary course of business or pursuant to
                      a provision of law.

        (e)    Reports. If the Contractor is required to furnish cost, funding,
               or performance reports, the Contracting Officer or an authorized
               representative of the Contracting Officer shall have the right to
               examine and audit the supporting records and materials, for the
               purpose of evaluating--

               (1)    The effectiveness of the Contractor's policies and
                      procedures to produce data compatible with the objectives
                      of these reports; and

               (2)    The data reported.

        (f)    Availability. The Contractor shall make available at its office
               at all reasonable times the records, materials, and other
               evidence described in paragraphs (a), (b), (C), (d), and (e) of
               this clause, for examination, audit, or reproduction, until 3
               years after final payment under this contract or for any shorter
               period specified in Subpart 4.7, Contractor Records Retention, of
               the Federal Acquisition Regulation (FAR), or for any longer
               period required by statute or by other clauses of this contract.
               In addition--

               (1)    If this contract is completely or partially terminated,
                      the Contractor shall make available the records relating
                      to the work terminated until 3 years after any resulting
                      final termination settlement; and

               (2)    The Contractor shall make available records relating to
                      appeals under the Disputes clause or to litigation or the
                      settlement of claims arising under or relating to this
                      contract until such appeals, litigation, or claims are
                      finally resolved.


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        (g)    The Contractor shall insert a clause containing all the terms of
               this clause, including this paragraph (g), in all subcontracts
               under this contract that exceed the simplified acquisition
               threshold, and--

               (1)    That are cost-reimbursement, incentive,
                      time-and-materials, labor-hour, or price-redeterminable
                      type or any combination of these;

               (2)    For which cost or pricing data are required; or

               (3)    That require the subcontractor to furnish reports as
                      discussed in paragraph (e) of this clause.

               The clause may be altered only as necessary to identify properly
               the contracting parties and the Contracting Officer under the
               Government prime contract.

  36.   52.233-1 - DISPUTES (DEC 1998)

        (a)    This contract is subject to the Contract Disputes act of 1978, as
               amended (41 U.S.C. 601-613)

        (b)    Except as provided in the Act, all disputes arising under or
               relating to this contract shall be resolved under this clause.

        (c)    "Claim," as used in this clause, means a written demand or
               written assertion by one of the contracting parties seeking, as
               a matter of right, the payment of money in a sum certain, the
               adjustment or interpretation of contract terms, or other relief
               arising under or relating to this contract. A claim arising
               under a contract, unlike a claim relating to that contract, is a
               claim that can be resolved under a contract clause that provides
               for the relief sought by the claimant. However, a written demand
               or written assertion by the Contractor seeking the payment of
               money exceeding $100,000 is not a claim under the Act until
               certified as required by subparagraph (d)(2) of this clause. A
               voucher, invoice, or other routine request for payment that is
               not in dispute when submitted is not a claim under the Act. The
               submission may be converted to a claim under the Act, by
               complying with the submission and certification requirements of
               this clause, if it is disputed either as to liability or amount
               or is not acted upon in a reasonable time.

        (d)    (1)    A claim by the Contractor shall be made in writing
                      and, unless otherwise stated in this contract, submitted
                      within 6 years after accrual of the claim to the
                      Contracting Officer for a written decision. A claim by the
                      Government against the Contractor shall be subject to a
                      written decision by the Contracting Officer.

               (2)    (i)    The Contractor shall provide the certification
                             specified in paragraph (d)(2)(iii) of this clause
                             when submitting any claim exceeding $100,000.

                      (ii)   The certification requirement does not apply to
                             issues in controversy that have not been submitted
                             as all or part of a claim.

                      (iii)  The certification shall state as follows: "I
                             certify that the claim is made in good faith; that
                             the supporting data are accurate and complete to
                             the best of my knowledge and belief; that the
                             amount requested accurately reflects the contract
                             adjustment for which the Contractor believes the
                             Government is liable; and that I am duly authorized
                             to certify the claim on behalf of the Contractor."

               (3)    The certification may be executed by any person duly
                      authorized to bind the Contractor with respect to the
                      claim.

        (e)    For Contractor claims of $100,000 or less, the Contracting
               Officer must, if requested in writing by the Contractor, render a
               decision within 60 days of the request. For Contractor-certified
               claims over $100,000, the Contracting Officer must, within 60
               days, decide the claim or notify the Contractor of the date by
               which the decision will be made.

        (f)    The Contracting Officer's decision shall be final unless the
               Contractor appeals or files a suit as provided in the Act.

        (g)    If the claim by the Contractor is submitted to the Contracting
               Officer or a claim by the Government is presented to the
               Contractor, the parties, by mutual consent, may agree to use
               alternative disputes resolution (ADR). If the Contractor refuses
               an offer for ADR, the Contractor shall inform the Contracting
               Officer, in writing, of the Contractor's specific reasons for
               rejecting the offer.

        (h)    The Government shall pay interest on the amount found due and
               unpaid from (1) the date that the Contracting Officer receives
               the claim (certified if required); or (2) the date that payment
               otherwise would be due, if that date is later, until the date of
               payment. With regard to claims having defective certifications,
               as defined in FAR 33.201, interest shall be paid from the date
               that the Contracting Officer initially receives the claim.
               Simple interest on claims shall be paid at the rate, fixed by
               the Secretary of the Treasury as provided in the Act, which is
               applicable to the period during which the Contracting Officer
               receives the claim and then at


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               the rate applicable for each 6-month period as fixed by the
               Treasury Secretary during the pendency of the claim.

        (i)    The Contractor shall proceed diligently with performance of this
               contract, pending final resolution of any request for relief,
               claim, appeal, or action arising under the contract, and comply
               with any decision of the Contracting Officer.

  37.   52.222-26 - EQUAL OPPORTUNITY (FEB 1999)

        (a)    If, during any 12-month period (including the 12 months preceding
               the award of this contract), the Contractor has been or is
               awarded nonexempt Federal contracts and/or subcontracts that have
               an aggregate value in excess of $10,000, the Contractor shall
               comply with subparagraphs (b)(1) through (11) below. Upon
               request, the Contractor shall provide information necessary to
               determine the applicability of this clause.

        (b)    During performing this contract, the Contractor agrees as
               follows:

               (1)    The Contractor shall not discriminate against any employee
                      or applicant for employment because of race, color,
                      religion, sex, or national origin. However, it shall not
                      be a violation of this clause for the Contractor to extend
                      a publicly announced preference in employment to Indians
                      living on or near an Indian reservation, in connection
                      with employment opportunities on or near an Indian
                      reservation, as permitted by 41 CFR 60-1.5.

               (2)    The Contractor shall take affirmative action to ensure the
                      applicants are employed, and that employees are treated
                      during employment, without regard to their race, color,
                      religion, sex, or national origin. This shall include, but
                      not be limited to, (i) employment, (ii) upgrading, (iii)
                      demotion, (iv) transfer, (v) recruitment or recruitment
                      advertising, (vi) layoff or termination, (vii) rates of
                      pay or other forms of compensation, and (viii) selection
                      for training, including apprenticeship.

               (3)    The Contractor shall post in conspicuous places available
                      to employees and applicants for employment the notices to
                      be provided by the Contracting Officer that explain this
                      clause.

               (4)    The Contractor shall, in all solicitations or
                      advertisements for employees placed by or on behalf of the
                      Contractor, state that all qualified applicants will
                      receive consideration for employment without regard to
                      race, color, religion, sex, or national origin.

               (5)    The Contractor shall send, to each labor union or
                      representative of workers with which it has a collective
                      bargaining agreement or other contract or understanding,
                      the notice to be provided by the Contracting Officer
                      advising the labor union or workers' representative of the
                      Contractor's commitments under this clause, and post
                      copies of the notice in conspicuous places available to
                      employees and applicants for employment.

               (6)    The Contractor shall comply with Executive Order 11246, as
                      amended, and the rules, regulations, and orders of the
                      Secretary of Labor.

               (7)    The Contractor shall furnish to the contracting agency all
                      information required by Executive Order 11246, as amended,
                      and by the rules, regulations, and orders of the Secretary
                      of Labor. Standard Form 100 (EEO-1), or any successor
                      form, as prescribed in 41 CFR part 60-1. Unless the
                      Contractor has filed within the 12 months preceding the
                      date of contract award, the Contractor shall, within 30
                      days after contract award, apply to either the regional
                      Office of Federal Contract Compliance Programs (OFCCP) or
                      the local office of the Equal Employment Opportunity
                      Commission for the necessary forms

               (8)    The Contractor shall permit access to its premises, during
                      normal business hours, by the contracting agency or the
                      OFCCP for the purpose of conducting on-site compliance
                      evaluations and complaint investigations. The Contractor
                      shall permit the Government to inspect and copy any books,
                      accounts, records (including computerized records), and
                      other material that may be relevant to the matter under
                      investigation and pertinent to compliance with Executive
                      Order 11246, as amended, and rules and regulations that
                      implement the Executive Order.

               (9)    If the OFCCP determines that the Contractor is not in
                      compliance with this clause or any rule, regulation, or
                      order of the Secretary of Labor, this contract may be
                      canceled, terminated, or suspended in whole or in part and
                      the Contractor may be declared ineligible for further
                      Government contracts, under the procedures authorized in
                      Executive Order 11246, as amended. In addition, sanctions
                      may be imposed and remedies invoked against the Contractor
                      as provided in Executive Order 11246, as amended, the
                      rules, regulations, and orders of the Secretary of Labor,
                      or as otherwise provided by law.

               (10)   The Contractor shall include the terms and conditions of
                      subparagraph (b)(1) through (11) of this clause in every
                      subcontract or purchase order that is not exempted by the
                      rules, regulations, or orders of the Secretary of Labor
                      issued under Executive Order 11246, as amended, so that
                      these terms and conditions will be binding upon each
                      subcontractor or vendor.


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               (11)   The Contractor shall take such action with respect to any
                      subcontract or purchase order as the contracting agency
                      may direct as a means of enforcing these terms and
                      conditions, including sanctions for noncompliance;
                      provided, that if the Contractor becomes involved in, or
                      is threatened with, litigation with a subcontractor or
                      vendor as a result of any direction, the Contractor may
                      request the United States to enter into the litigation to
                      protect the interests of the United States.

        (c)    Notwithstanding any other clause in this contract, disputes
               relative to this clause will be governed by the procedures in 41
               CFR 60-1.1.

  38.   52.222-24 - PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE EVALUATION
        (FEB 1999)

        (Applies to leases which exceed $10,000,000.)

        If a contract in the amount of $10 million or more will result from this
        solicitation, the prospective Contractor and its known first-tier
        subcontractors with anticipated subcontracts of $10 million or more
        shall be subject to a preaward compliance evaluation by the Office of
        Federal Contract Compliance Programs (OFCCP), unless, within the
        preceding 24 months, OFCCP has conducted an evaluation and found the
        prospective Contractor and subcontractors to be in compliance with
        Executive Order 11246.

  39.   52.222-21 - PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)

        (a)    "Segregated facilities," as used in this clause, means any
               waiting rooms, work areas, rest rooms and wash rooms, restaurants
               and other eating areas, time clocks, locker rooms and other
               storage or dressing areas, parking lots, drinking fountains,
               recreation or entertainment areas, transportation, and housing
               facilities provided for employees, that are segregated by
               explicit directive or are in fact segregated on the basis of
               race, color, religion, sex, or national origin because of written
               or oral policies or employee custom. The term does not include
               separate or single-user rest rooms or necessary dressing or
               sleeping areas provided to assure privacy between the sexes.

        (b)    The Contractor agrees that it does not and will not maintain or
               provide for its employees any segregated facilities at any of its
               establishments, and that it does not and will not permit its
               employees to perform their services at any location under its
               control where segregated facilities are maintained. The
               Contractor agrees that a breach of this clause is a violation of
               the Equal Opportunity clause in this contract.

        (c)    The Contractor shall include this clause in every subcontract and
               purchase order that is subject to the Equal Opportunity clause of
               this contract.

  40.   52.222-35 - AFFIRMATIVE ACTION FOR DISABLED VETERANS AND VETERANS OF THE
        VIETNAM ERA (APR 1998)

        (a)    Definitions.

        All employment openings includes all positions except executive and top
        management, those positions that will be filled from within the
        contractor's organization, and positions lasting 3 days or less. This
        term includes full-time employment, temporary employment of more than 3
        days' duration, and part-time employment.

        Appropriate office of the State employment service system means the
        local office of the Federal-State national system of public employment
        offices with assigned responsibility to serve the area where the
        employment opening is to be filled, including the District of Columbia,
        Guam, the Commonwealth of Puerto Rico, and the Virgin Islands.

        Positions that will be filled from within the Contractor's organization
        means employment openings for which no consideration will be given to
        persons outside the Contractor's organization (including any affiliates,
        subsidiaries, and the parent companies) and includes any openings that
        the Contractor proposes to fill from regularly establish "recall" lists.
        The exception does not apply to a particular opening once an employer
        decides to consider applicants outside of its organization.

        Veteran of the Vietnam era means a person who--

        (1)    Served on active duty for a period of more than 180 days, any
               part of which occurred between August 5, 1964, and May 7, 1975,
               and was discharged or released therefrom with other than a
               dishonorable discharge; or

        (2)    Was discharged or released from active duty for a
               service-connected disability if any part of such active duty was
               performed between August 5, 1964, and May 7, 1975.


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        (b)    General.

               (1)    Regarding any position for which the employee or applicant
                      for employment is qualified, the Contractor shall not
                      discriminate against the individual because the individual
                      is a disabled veteran or veteran of the Vietnam era. The
                      Contractor agrees to take affirmative action to employ,
                      advance in employment, and otherwise treat qualified
                      disabled veterans and veterans of the Vietnam era without
                      discrimination based upon their disability or veterans'
                      status in all employment practices such as--

                      (i)    Employment;

                      (ii)   Upgrading;

                      (iii)  Demotion or transfer;

                      (iv)   Recruitment;

                      (v)    Advertising;

                      (vi)   Layoff or termination;

                      (vii)  Rates of pay or other forms of compensation; and

                      (viii) Selection for training, including apprenticeship.

               (2)    The Contractor agrees to comply with the rules,
                      regulations, and relevant orders of the Secretary of Labor
                      (Secretary) issued under the Vietnam Era Veterans'
                      Readjustment Assistance Act of 1972 (the Act), as amended.

        (c)    Listing openings.

               (1)    The Contractor agrees to list all employment openings
                      existing at contract award or occurring during contract
                      performance, at an appropriate office of the State
                      employment service system in the locality where the
                      opening occurs. These openings include those occurring at
                      any contractor facility, including one not connected with
                      performing this contract. An independent corporate
                      affiliate is exempt from this requirement.

               (2)    State and local government agencies holding Federal
                      contracts of $10,000 or more shall also list all
                      employment openings with the appropriate office of the
                      State employment service.

               (3)    The listing of employment openings with the State
                      employment service system is required at least
                      concurrently with using any other recruitment source or
                      effort and involves the obligations of placing a bona fide
                      job order, including accepting referrals of veterans and
                      nonveterans. This listing does not require hiring any
                      particular job applicant or hiring from any particular
                      group of job applicants and is not intended to relieve the
                      Contractor from any requirements of Executive orders or
                      regulations concerning nondiscrimination in employment.

               (4)    Whenever the Contractor becomes contractually bound to the
                      listing terms of this clause, it shall advise the State
                      employment service system, in each State where it has
                      establishments, of the name and location of each hiring
                      location in the State. As long as the Contractor is
                      contractually bound to these terms and has so advised the
                      State system, it need not advise the State system of
                      subsequent contracts. The Contractor may advise the State
                      system when it is no longer bound by this contract clause.

        (d)    Applicability. This clause does not apply to the listing of
               employment openings which occur and are filled outside the 50
               states, the District of Columbia, the Commonwealth of Puerto
               Rico, Guam, and the Virgin Islands.

        (e)    Postings.

               (1)    The Contractor agrees to post employment notices stating-

                      (i)    The Contractor's obligation under the law to take
                             affirmative action to employ and advance in
                             employment qualified disabled veterans and veterans
                             of the Vietnam era, and

                      (ii)   The rights of applicants and employees.

               (2)    These notices shall be posted in conspicuous places that
                      are available to employees and applicants for employment.
                      They shall be in a form prescribed by the Deputy Assistant
                      Secretary for Federal Contract Compliance Programs,
                      Department of Labor (Deputy Assistant Secretary), and
                      provided by or through the Contracting Officer.

               (3)    The Contractor shall notify each labor union or
                      representative of workers with which it has a collective
                      bargaining agreement or other contract understanding, that
                      the Contractor is bound by the terms of the Act, and is
                      committed to take affirmative action to employ, and
                      advance in employment, qualified disabled veterans and
                      veterans of the Vietnam era.

        (f)    Noncompliance. If the Contractor does not comply with the
               requirements of this clause, appropriate actions may be taken
               under the rules, regulations, and relevant orders of the
               Secretary issued pursuant to the Act.


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        (g)    Subcontracts. The Contractor shall include the terms of this
               clause in every subcontract or purchase order of $10,000 or more
               unless exempted by rules, regulations, or orders of the
               Secretary. The Contractor shall act as specified by the Deputy
               Assistant Secretary to enforce the terms, including action for
               noncompliance.

  41.   52.222-36 - AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998)

        (a)    General.

               (1)    Regarding any position for which the employee or applicant
                      for employment is qualified, the Contractor shall not
                      discriminate against any employee or applicant because of
                      physical or mental disability. The Contractor agrees to
                      take affirmative action to employ, advance in employment
                      and otherwise treat qualified individuals with
                      disabilities without discrimination based upon their
                      physical or mental disability in all employment practices
                      such as--

                      (i)    Recruitment, advertising, and job application
                             procedures;

                      (ii)   Hiring, upgrading, promotion, award of tenure,
                             demotion, transfer, layoff, termination, right of
                             return from layoff, and rehiring;

                      (iii)  Rates of pay or any other form of compensation and
                             changes in compensation;

                      (iv)   Job assignments, job classifications,
                             organizational structures, position descriptions,
                             lines of progression, and seniority lists;

                      (v)    Leaves of absence, sick leave, or any other leave;

                      (vi)   Fringe benefits available by virtue of employment,
                             whether or not administered by the Contractor;

                      (vii)  Selection and financial support for training,
                             including apprenticeships, professional meetings,
                             conferences, and other related activities, and
                             selection for leaves of absence to pursue training

                      (viii) Activities sponsored by the Contractor, including
                             social or recreational programs; and

                      (ix)   Any other term, condition, or privilege of
                             employment.

               (2)    The Contractor agrees to comply with the rules,
                      regulations, and relevant orders of the Secretary of Labor
                      (Secretary) issued under the Rehabilitation Act of 1973
                      (29 USC 793) (the Act), as amended.

        (b)    Postings.

               (1)    The Contractor agrees to post employment notices stating
                      (i) the Contractor's obligation under the law to take
                      affirmative action to employ and advance in employment
                      qualified individuals with disabilities and (ii) the
                      rights of applicants and employees.

               (2)    These notices shall be posted in conspicuous places that
                      are available to employees and applicants for employment.
                      The Contractor shall ensure that applicants and employees
                      with disabilities are informed of the contents of the
                      notice (e.g., the Contractor may have the notice read to a
                      visually disabled individual, or may lower the posted
                      notice so that it might be read by a person in a
                      wheelchair). The notices shall be in a form prescribed by
                      the Deputy Assistant Secretary for Federal Contract
                      Compliance of the U.S. Department of Labor (Deputy
                      Assistant Secretary) and shall be provided by or through
                      the Contracting Officer.

               (3)    The Contractor shall notify each labor union or
                      representative of workers with which it has a collective
                      bargaining agreement or other contract understanding, that
                      the Contractor is bound by the terms of Section 503 of the
                      Act and is committed to take affirmative action to employ,
                      and advance in employment, qualified individuals with
                      physical or mental disabilities.

        (c)    Noncompliance. If the Contractor does not comply with the
               requirements of this clause, appropriate actions may be taken
               under the rules, regulations, and relevant orders of the
               Secretary issued pursuant to the Act.

        (d)    Subcontracts. The Contractor shall include the terms of this
               clause in every subcontract or purchase order in excess of
               $10,000 unless exempted by rules, regulations, or orders of the
               Secretary. The Contractor shall act as specified by the Director
               to enforce the terms, including action for noncompliance.

  42.   52.222-37 - EMPLOYMENT REPORTS ON DISABLED VETERANS AND VETERANS OF THE
        VIETNAM ERA (JAN 1999)

        (a)    Unless the Contractor is a State or local government agency, the
               Contractor shall report at least annually, as required by the
               Secretary of Labor, on:

               (1)    The number of disabled veterans and the number of veterans
                      of the Vietnam era in the workforce of the contractor by
                      job category and hiring location; and


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               (2)    The total number of new employees hired during the period
                      covered by the report, and of that total, the number of
                      special disabled veterans, and the number of veterans of
                      the Vietnam era.

        (b)    The above items shall be reported by completing the form entitled
               "Federal Contractor Veterans' Employment Report VETS-100."

        (c)    Reports shall be submitted no later than September 30 of each
               year beginning September 30, 1988.

        (d)    The employment activity report required by paragraph (a)(2) of
               this clause shall reflect total hires during the most recent
               12-month period as of the ending date selected for the employment
               profile report required by paragraph (a)(1) of this clause.
               Contractors may select an ending date: (1) As of the end of any
               pay period during the period January through March 1 of the year
               the report is due, or (2) as of December 31, if the Contractor
               has previous written approval from the Equal Employment
               Opportunity Commission to do so for purposes of submitting the
               Employer Information Report EEO-1 (Standard Form 100).

        (e)    The count of veterans reported according to paragraph (a) of
               this clause shall be based on voluntary disclosure. Each
               Contractor subject to the reporting requirements at 38 U.S.C.
               4212 shall invite all special disabled veterans and veterans of
               the Vietnam era who wish to benefit under the affirmative action
               program at 38 U.S.C. 4212 to identify themselves to the
               Contractor. The invitation shall state that the information is
               voluntarily provided, that the information will be kept
               confidential, that disclosure or refusal to provide the
               information will not subject the applicant or employee to any
               adverse treatment, and that the information will be used only in
               accordance with the regulations promulgated under 38 U.S.C.
               4212.

        (f)    Subcontracts. The Contractor shall include the terms of this
               clause in every subcontract or purchase order of $10,000 or more
               unless exempted by rules, regulations, or orders of the
               Secretary.

43.     52.209-6 - PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH
        CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (JUL 1995)

        (a)    The Government suspends or debars Contractors to protect the
               Government's interests. Contractors shall not enter into any
               subcontract in excess of the small purchase limitation at FAR
               13.000 with a Contractor that has been debarred, suspended, or
               proposed for debarment unless there is a compelling reason to do
               so.

        (b)    The Contractor shall require each proposed first-tier
               subcontractor, whose subcontract will exceed the small purchase
               limitation at FAR 13.000, to disclose to the Contractor, in
               writing, whether as of the time of award of the subcontract, the
               subcontractor, or its principals, is or is not debarred,
               suspended, or proposed for debarment by the Federal Government.

        (c)    A corporate officer or designee of the Contractor shall notify
               the Contracting Officer, in writing, before entering into a
               subcontract with a party that is debarred, suspended or proposed
               for debarment (See FAR 9.404 for information on the List of
               Parties Excluded from Federal Procurement and Nonprocurement
               Programs). The notice must include the following:

               (1)    The name of the subcontractor,

               (2)    The Contractor's knowledge of the reasons for the
                      subcontractor being on the List of Parties Excluded from
                      Federal Procurement and Nonprocurement Programs;

               (3)    The compelling reason(s) for doing business with the
                      subcontractor notwithstanding its inclusion on the List of
                      Parties Excluded from Federal Procurement and
                      Nonprocurement Programs;

               (4)    The systems and procedures the Contractor has established
                      to ensure that it is fully protecting the Government's
                      interests when dealing with such subcontractor in view of
                      the specific basis for the party's debarment, suspension,
                      or proposed debarment.

  44.   52.215-12 - SUBCONTRACTOR COST OR PRICING DATA (OCT 1997)

        (Applies when the clause at FAR 52.215-10 is applicable.)

        (a)    Before awarding any subcontract expected to exceed the threshold
               for submission of cost or pricing data at FAR 15.403-4, on the
               date of agreement on price or the date of award, which ever is
               later; or before pricing any subcontract modification involving a
               pricing adjustment expected to exceed the threshold for
               submission of cost or pricing data at FAR 15.403-4, the
               Contractor shall require the subcontractor to submit cost or
               pricing data (actually or by specific identification in writing),
               unless an exception under FAR 15.403-1 applies.


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        (b)    The Contractor shall require the subcontractor to certify in
               substantially the form prescribed in FAR 15.406-2 that, to the
               best of its knowledge and belief, the data submitted under
               paragraph (a) of this clause were accurate, complete, and current
               as of the date of agreement on the negotiated price of the
               subcontract or subcontract modification.

        (c)    In each subcontract that exceeds the threshold for submission of
               cost or pricing data at FAR 15.403-4, when entered into, the
               Contractor shall insert either--

               (1)    The substance of this clause, including this paragraph
                      (c), if paragraph (a) of this clause requires submission
                      of cost or pricing data for the subcontract; or

               (2)    The substance of the clause at FAR 52.215-13,
                      Subcontractor Cost or Pricing Data -- Modifications.

  45.   52.219-8 - UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2000)

        (Applies to leases which exceed $100,000 average net annual rental,
        including option periods.)

        (a)    It is the policy of the United States that small business
               concerns, veteran-owned small business concerns,
               service-disabled veteran-owned small business concerns, HUBZone
               small business concerns, small disadvantaged business concerns,
               and women-owned small business concerns shall have the maximum
               practicable opportunity to participate in performing contracts
               let by any Federal agency, including contracts and subcontracts
               for subsystems, assemblies, components, and related services for
               major systems. It is further the policy of the United States
               that its prime contractors establish procedures to ensure the
               timely payment of amounts due pursuant to the terms of their
               subcontracts with small business concerns, veteran-owned small
               business concerns, service-disabled veteran-owned small business
               concerns, HUBZone small business concerns, small disadvantaged
               business concerns, and women-owned small business concerns.

        (b)    The Contractor hereby agrees to carry out this policy in the
               awarding of subcontracts to the fullest extent consistent with
               efficient contract performance. The Contractor further agrees to
               cooperate in any studies or surveys as may be conducted by the
               United States Small Business Administration or the awarding
               agency of the United States as may be necessary to determine the
               extent of the Contractor's compliance with this clause.

        (c)    Definitions. As used in this contract -

               HUBZone small business concern means a small business concern
               that appears on the List of Qualified HUBZone Small Business
               Concerns maintained by the Small Business Administration.

               Service-disabled veteran-owned small business concern -

               (1)    Means a small business concern -

                      (i)    Not less than 51 percent of which is owned by one
                             or more service-disabled veterans or, in the case
                             of any publicly owned business, not less than 51
                             percent of the stock of which is owned by one or
                             more service-disabled veterans; and

                      (ii)   The management and daily business operations of
                             which are controlled by one or more
                             service-disabled veterans or, in the case of a
                             veteran with permanent and severe disability, the
                             spouse or permanent caregiver of such veteran.

               (2)    Service-disabled veteran means a veteran, as defined in
                      38 U.S.C. 101(2), with a disability that is
                      service-connected, as defined in 38 U.S.C. 101(16).

               Small business concern means a small business as defined pursuant
               to Section 3 of the Small Business Act and relevant regulations
               promulgated pursuant thereto.

               Small disadvantaged business concern means a small business
               concern that represents, as part of its offer that -

               (1)    It has received certification as a small disadvantaged
                      business concern consistent with 13 CFR part 124,
                      Subpart B;

               (2)    No material change in disadvantaged ownership and control
                      has occurred since its certification;

               (3)    Where the concern is owned by one or more individuals, the
                      net worth of each individual upon whom the certification
                      is based does not exceed $750,000 after taking into
                      account the applicable exclusions set forth at 13
                      CFR 124.104(c)(2); and

               (4)    It is identified, on the date of its representation, as a
                      certified small disadvantaged business in the database
                      maintained by the Small Business Administration (PRO-Net).


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               "Veteran-owned small business concern" means a small business
               concern -

               (1)    Not less than 51 percent of which is owned by one or more
                      veterans (as defined at 38 U.S.C. 101(2)) or, in the case
                      of any publicly owned business, not less than 51 percent
                      of the stock of which is owned by one or more veterans;
                      and

               (2)    The management and daily business operations of which are
                      controlled by one or more veterans.

               "Women-owned small business concern" means a small business
               concern -

               (1)    That is at least 51 percent owned by one or more women,
                      or, in the case of any publicly owned business, at least
                      51 percent of the stock of which is owned by one or more
                      women; and

               (2)    Whose management and daily business operations are
                      controlled by one or more women.

        (d)    Contractors acting in good faith may rely on written
               representations by their subcontractors regarding their status as
               a small business concern, a veteran-owned small business concern,
               a service-disabled veteran-owned small business concern, a
               HUBZone small business concern, a small disadvantaged business
               concern, or a women-owned small business concern.

  46.   52.219-9 - SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2000)

               (Applies to leases which exceed $500,000.)

        (a)    This clause does not apply to small business concerns.

        (b)    Definitions. As used in this clause--

               "Commercial item" means a product or service that satisfies the
               definition of commercial item in section 2.101 of the Federal
               Acquisition Regulation.

               "Commercial plan" means a subcontracting plan (including goals)
               that covers the offeror's fiscal year and that applies to the
               entire production of commercial items sold by either the entire
               company or a portion thereof (e.g., division, plant, or product
               line).

               "Individual contract plan" means a subcontracting plan that
               covers the entire contract period (including option periods),
               applies to a specific contract, and has goals that are based on
               the offeror's planned subcontracting in support of the specific
               contract, except that indirect costs incurred for common or joint
               purposes may be allocated on a prorated basis to the contract.

               "Master plan" means a subcontracting plan that contains all the
               required elements of an individual contract plan, except goals,
               and may be incorporated into individual contract plans, provided
               the master plan has been approved.

               "Subcontract," means any agreement means any agreement (other
               than one involving an employer-employee relationship) entered
               into by a Federal Government prime Contractor or subcontractor
               calling for supplies or services required for performance of the
               contract or subcontract.

        (c)    The offeror, upon request by the Contracting Officer, shall
               submit and negotiate a subcontracting plan, where applicable,
               which separately addresses subcontracting with small business,
               veteran-owned small business, HUBZone small business concerns,
               small disadvantaged business, and women-owned small business
               concerns. If the offeror is submitting an individual contract
               plan, the plan must separately address subcontracting with small
               business, veteran-owned small business, HUBZone small business,
               small disadvantaged business, and women-owned small business
               concerns, with a separate part for the basic contract and
               separate parts for each option (if any). The plan shall be
               included in and made a part of the resultant contract. The
               subcontracting plan shall be negotiated within the time
               specified by the Contracting Officer. Failure to submit and
               negotiate the subcontracting plan shall make the offeror
               ineligible for award of a contract.

        (d)    The offeror's subcontracting plan shall include the following:

               (1)    Goals, expressed in terms of percentages of total planned
                      subcontracting dollars, for the use of small business,
                      veteran-owned small business, HUBZone small business,
                      small disadvantaged business, and women-owned small
                      business concerns as subcontractors. Service-disabled
                      veteran-owned small business concerns meet the definition
                      of veteran-owned small business concerns, and offerors may
                      include them within the subcontracting plan goal for
                      veteran-owned small business concerns. A


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                      separate goal for service-disabled veteran-owned small
                      business concerns is not required. The offeror shall
                      include all subcontracts that contribute to contract
                      performance, and may include a proportionate share of
                      products and services that are normally allocated as
                      indirect costs.

               (2)    A statement of--

                      (i)    Total dollars planned to be subcontracted for an
                             individual contract plan; or the offeror's total
                             projected sales, expressed in dollars, and the
                             total value of projected subcontracts to support
                             the sales for a commercial plan;

                      (ii)   Total dollars planned to be subcontracted to small
                             business concerns;

                      (iii)  Total dollars planned to be subcontracted to
                             veteran-owned small business concerns;

                      (iv)   Total dollars planned to be subcontracted to
                             HUBZone small business concerns;

                      (v)    Total dollars planned to be subcontracted to small
                             disadvantaged business concerns; and

                      (vi)   Total dollars planned to be subcontracted to
                             women-owned small business concerns.

               (3)    A description of the principal types of supplies and
                      services to be subcontracted, and an identification of the
                      types planned for subcontracting to -

                      (i)    Small business concerns,

                      (ii)   Veteran-owned small business concerns;

                      (iii)  HUBZone small business concerns;

                      (iv)   Small disadvantaged business concerns; and

                      (v)    Women-owned small business concerns.

               (4)    A description of the method used to develop the
                      subcontracting goals in paragraph (d)(1) of this clause.

               (5)    A description of the method used to identify potential
                      sources for solicitation purposes (e.g., existing company
                      source lists, the Procurement Marketing and Access Network
                      (PRO-Net) of the Small Business Administration (SBA),
                      veterans service organizations, the National Minority
                      Purchasing Council Vendor Information Service, the
                      Research and Information Division of the Minority Business
                      Development Agency in the Department of Commerce, or
                      small, HUBZone, small disadvantaged, and women-owned small
                      business trade associations). A firm may rely on the
                      information contained in PRO-Net as an accurate
                      representation of a concern's size and ownership
                      characteristics for the purposes of maintaining a small,
                      veteran-owned small, HUBZone small, small disadvantaged,
                      and women-owned small business source list. Use of PRO-Net
                      as its source list does not relieve a firm of its
                      responsibilities (e.g., outreach, assistance, counseling,
                      or publicizing subcontracting opportunities) in this
                      clause.

                (6)   A statement as to whether or not the offeror included
                      indirect costs in establishing subcontracting goals, and
                      a description of the method used to determine the
                      proportionate share of indirect costs to be incurred
                      with -

                      (i)    Small business concerns;

                      (ii)   Veteran-owned small business concerns;

                      (ii)   HUBZone small business concerns;

                      (iii)  Small disadvantaged business concerns; and

                      (iv)   Women-owned small business concerns.

               (7)    The name of the individual employed by the offeror who
                      will administer the offeror's subcontracting program, and
                      a description of the duties of the individual.

               (8)    A description of the efforts the offeror will make to
                      assure that small business, veteran-owned small business,
                      HUBZone small business, small disadvantaged and
                      women-owned small business concerns have an equitable
                      opportunity to compete for subcontracts.

               (9)    Assurances that the offeror will include the clause in
                      this contract entitled "Utilization of Small Business
                      Concerns" in all subcontracts that offer further
                      subcontracting opportunities, and that the offeror will
                      require all subcontractors (except small business
                      concerns) that receive subcontracts in excess of $500,000
                      ($1,000,000 for construction of any public facility) to
                      adopt a subcontracting plan that complies with the
                      requirements of this clause.

               (10)   Assurances that the offeror will--

                      (i)    Cooperate in any studies or surveys as may be
                             required;

                      (ii)   Submit periodic reports so that the Government can
                             determine the extent of compliance by the offeror
                             with the subcontracting plan;

                      (iii)  Submit Standard Form (SF) 294, Subcontracting
                             Report for Individual Contracts, and/or SF 295,
                             Summary Subcontract Report, in accordance with
                             paragraph (j) of this clause. The reports shall
                             provide information on subcontract awards to small
                             business concerns, veteran-owned small business
                             concerns, service-disabled veteran-owned small
                             business concerns, small disadvantaged business
                             concerns, women-owned small business concerns, and
                             Historically Black Colleges and Universities and
                             Minority Institutions. Reporting shall be in
                             accordance with the instructions on the forms or as
                             provided in agency regulations.

                      (iv)   Ensure that its subcontractors agree to submit
                             Standard Forms 294 and 295.


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                (11)  A recitation of the types of records the offeror will
                      maintain concerning procedures that have been adopted to
                      comply with the requirements and goals in the plan,
                      including establishing source lists; and a description
                      of the offeror's efforts to locate small business,
                      veteran-owned small business, HUBZone small business,
                      small disadvantaged business, and women-owned small
                      business concerns and award subcontracts to them. The
                      records shall include at least the following (on a
                      plant-wide or company-wide basis, unless otherwise
                      indicated):

                      (i)    Source lists (e.g., PRO-Net), guides, and other
                             data that identify small business, veteran-owned
                             small business, HUBZone small business, small
                             disadvantaged and women-owned small business
                             concerns.

                      (ii)   Organizations contacted in an attempt to locate
                             sources that are small business, veteran-owned
                             small business, HUBZone small business, small
                             disadvantaged or women-owned small business
                             concerns.

                      (iii)  Records on each subcontract solicitation resulting
                             in an award of more than $100,000, indicating -

                             (A)    Whether small business concerns were
                                    solicited and if not, why not;

                             (B)    Whether veteran-owned small business
                                    concerns were solicited and, if not, why
                                    not;

                             (C)    Whether HUBZone small business concerns
                                    were solicited and if not, why not;

                             (D)    Whether small disadvantaged business
                                    concerns were solicited and if not, why not;

                             (E)    Whether women-owned small business concerns
                                    were solicited and if not, why not; and

                             (F)    If applicable, the reason award was not made
                                    to a small business concern.

                      (iv)   Records of any outreach efforts to contact -

                             (A)    Trade associations;

                             (B)    Business development organizations,

                             (C)    Conferences and trade fairs to locate small,
                                    HUBZone small, small disadvantaged, and
                                    women-owned small business sources;

                             (D)    Veterans service organizations.

                      (v)    Records of internal guidance and encouragement
                             provided to buyers through -

                            (A)     Workshops, seminars, training, etc.; and

                            (B)     Monitoring performance to evaluate
                                    compliance with the program's requirements.

                      (vi)   On a contract-by-contract basis, records to support
                             award data submitted by the offeror to the
                             Government, including the name, address, and
                             business size of each subcontractor. Contractors
                             having commercial plans need not comply with this
                             requirement.

        (e)    In order to effectively implement this plan to the extent
               consistent with efficient contract performance, the Contractor
               shall perform the following functions:

               (1)    Assist small business, veteran-owned small business,
                      HUBZone small business, small disadvantaged and
                      women-owned small business concerns by arranging
                      solicitations, time for the preparation of bids,
                      quantities, specifications, and delivery schedules so as
                      to facilitate the participation by such concerns. Where
                      the Contractor's lists of potential small, veteran-owned
                      small business, HUBZone small business, small
                      disadvantaged and women-owned small business
                      subcontractors are excessively long, reasonable efforts
                      shall be made to give all such small business concerns an
                      opportunity to compete over a period of time.

               (2)    Provide adequate and timely consideration of the
                      potentialities of small, veteran-owned small business,
                      HUBZone small business, small disadvantaged and
                      women-owned small business concerns in all "make-or-buy"
                      decisions.

               (3)    Counsel and discuss subcontracting opportunities with
                      representatives of small, veteran-owned small business,
                      HUBZone small business, small disadvantaged and
                      women-owned small business firms.

               (4)    Provide notice to subcontractors concerning penalties and
                      remedies for misrepresentations of business status as
                      small, veteran-owned small business, HUBZone small
                      business, small disadvantaged or women-owned small
                      business for the purpose of obtaining a subcontract that
                      is to be included as part or all of a goal contained in
                      the Contractor's subcontracting plan.

        (f)    A master plan on a plant or division-wide basis that contains all
               the elements required by paragraph (d) of this clause, except
               goals, may be incorporated by reference as a part of the
               subcontracting plan required of the offeror by this clause;
               provided -

               (1)    The master plan has been approved;

               (2)    The offeror ensures that the master plan is updated as
                      necessary and provides copies of the approved master plan,
                      including evidence of its approval, to the Contracting
                      Officer; and


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               (3)    Goals and any deviations from the master plan deemed
                      necessary by the Contracting Officer to satisfy the
                      requirements of this contract are set forth in the
                      individual subcontracting plan.

        (g)    A commercial plan is the preferred type of subcontracting plan
               for contractors furnishing commercial items. The commercial plan
               shall relate to the offeror's planned subcontracting generally,
               for both commercial and Government business, rather than solely
               to the Government contract. Commercial plans are also preferred
               for subcontractors that provide commercial items under a prime
               contract, whether or not the prime contractor is supplying a
               commercial item.

        (h)    Prior compliance of the offeror with other such subcontracting
               plans under previous contracts will be considered by the
               Contracting Officer in determining the responsibility of the
               offeror for award of the contract.

        (i)    The failure of the Contractor or subcontractor to comply in good
               faith with -

               (1)    The clause of this contract entitled "Utilization of Small
                      Business Concerns," or

               (2)    An approved plan required by this clause, shall be a
                      material breach of the contract.

        (j)    The Contractor shall submit the following reports:

               (1)    Standard Form 294, Subcontracting Report for Individual
                      Contracts. This report shall be submitted to the
                      Contracting Officer semiannually and at contract
                      completion. The report covers subcontract award data
                      related to this contract. This report is not required for
                      commercial plans.

               (2)    Standard Form 295, Summary Subcontract Report. This report
                      encompasses all the contracts with the awarding agency. It
                      must be submitted semi-annually for contracts with the
                      Department of Defense and annually for contracts with
                      civilian agencies. If the reporting activity is covered by
                      a commercial plan, the reporting activity must report
                      annually all subcontract awards under that plan. All
                      reports submitted at the close of each fiscal year (both
                      individual and commercial plans) shall include a breakout,
                      in the Contractor's format, of subcontract awards, in
                      whole dollars, to small disadvantaged business concerns by
                      North American Industry Classification System (NAICS)
                      Industry Subsector. For a commercial plan, the Contractor
                      may obtain from each of its subcontractors a predominant
                      NAICS Industry Subsector and report all awards to that
                      subcontractor under its predominant NAICS Industry
                      Subsector.

  47.   52.219-16 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (JAN 1999)

        (a)    Failure to make a good faith effort to comply with the
               subcontracting plan, as used in this clause, means a willful or
               intentional failure to perform in accordance with the
               requirements of the subcontracting plan approved under the clause
               in this contract entitled "Small Business Subcontracting Plan,"
               or willful or intentional action to frustrate the plan.

        (b)    Performance shall be measured by applying the percentage goals
               to the total actual subcontracting dollars or, if a commercial
               plan is involved, to the pro rata share of actual subcontracting
               dollars attributable to Government contracts covered by the
               commercial plan. If, at contract completion or, in the case of a
               commercial plan, at the close of the fiscal year for which the
               plan is applicable, the Contractor has failed to meet its
               subcontracting goals and the Contracting Officer decides in
               accordance with paragraph (c) of this clause that the Contractor
               failed to make a good faith effort to comply with its
               subcontracting plan, established in accordance with the clause
               in this contract entitled "Small Business Subcontracting Plan,"
               the Contractor shall pay the Government liquidated damages in an
               amount stated. The amount of probable damages attributable to
               the Contractor's failure to comply shall be an amount equal to
               the actual dollar amount by which the Contractor failed to
               achieve each subcontract goal.

        (c)    Before the Contracting Officer makes a final decision that the
               Contractor has failed to make such good faith effort, the
               Contracting Officer shall give the Contractor written notice
               specifying the failure and permitting the Contractor to
               demonstrate what good faith efforts have been made and to
               discuss the matter. Failure to respond to the notice may be
               taken as an admission that no valid explanation exists. If,
               after consideration of all the pertinent data, the Contracting
               Officer finds that the Contractor failed to make a good faith
               effort to comply with the subcontracting plan, the Contracting
               Officer shall issue a final decision to that effect and require
               that the Contractor pay the Government liquidated damages as
               provided in paragraph (b) of this clause.

        (d)    With respect to commercial plans, the Contracting Officer who
               approved the plan will perform the functions of the Contracting
               Officer under this clause on behalf of all agencies with
               contracts covered by the commercial plan.


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        (e)    The Contractor shall have the right of appeal, under the clause
               in this contract entitled Disputes, from any final decision of
               the Contracting Officer.

        (f)    Liquidated damages shall be in addition to any other remedies
               that the Government may have.



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                             SOLICITATION PROVISIONS
              (Acquisition of Leasehold Interests in Real Property)

1.   552.270-1 - INSTRUCTIONS TO OFFERORS - ACQUISITION OF LEASEHOLD INTERESTS
     IN REAL PROPERTY (MAR 1998)

     (a) Definitions. As used in this provision--

     "Discussions" are negotiations that occur after establishment of the
     competitive range that may, at the Contracting Officer's discretion, result
     in the offeror being allowed to revise its proposal.

     "In writing" or "written" means any worded or numbered expression which can
     be read, reproduced, and later communicated, and includes electronically
     transmitted and stored information.

     "Proposal modification" is a change made to a proposal before the
     solicitation's closing date and time, or made in response to an amendment,
     or made to correct a mistake at any time before award.

     "Proposal revision" is a change to a proposal made after the solicitation
     closing date, at the request of or as allowed by a Contracting Officer as
     the result of negotiations.

     "Time," if stated as a number of days, is calculated using calendar days,
     unless otherwise specified, and will include Saturdays, Sundays, and legal
     holidays. However, if the last day falls on a Saturday, Sunday, or legal
     holiday, then the period shall include the next working day.

     (b)  Amendments to solicitations. If this solicitation is amended, all
          terms and conditions that are not amended remain unchanged. Offerors
          shall acknowledge receipt of any amendment to this solicitation by the
          date and time specified in the amendment(s).

     (c)  Submission, modification, revision, and withdrawal of proposals.

          (1)  Unless other methods (e.g., electronic commerce or facsimile) are
               permitted in the solicitation, proposals and modifications to
               proposals shall be submitted in paper media in sealed envelopes
               or packages. Offers must be:

               (i)  Submitted on the forms prescribed and furnished by the
                    Government as a part of this solicitation or on copies of
                    those forms, and

               (ii) Signed. The person signing an offer must initial each
                    erasure or change appearing on any offer form. If the
                    offeror is a partnership, the names of the partners
                    composing the firm must be included with the offer.

          (2)  Late proposals and revisions.

               (i)  The Government will not consider any proposal received at
                    the office designated in the solicitation after the exact
                    time specified for receipt of offers unless it is received
                    before the Government makes award and it meets at least one
                    of the following conditions:

                    (A)  It was sent by registered or certified mail not later
                         than the 5th calendar day before the date specified for
                         receipt of offers (e.g., an offer submitted in response
                         to a solicitation requiring receipt of offers by the
                         20th of the month must have been mailed by the 15th).

                    (B)  It was sent by mail (or telegram or facsimile, if
                         authorized) or hand-carried (including delivery by a
                         commercial carrier) if it is determined by the
                         Government that the late receipt was due primarily to
                         Government mishandling after receipt at the Government
                         installation.

                    (C)  It was sent by U.S. Postal Service Express Mail Next
                         Day Service-Post Office to Addressee, not later than
                         5:00 p.m. at the place of mailing two working days
                         prior to the date specified for receipt of proposals.
                         The term "working days" excludes weekends and U.S.
                         Federal holidays.

                    (D)  It was transmitted through an electronic commerce
                         method authorized by the solicitation and was received
                         at the initial point of entry to the Government
                         infrastructure not later than 5:00 p.m. one working day
                         prior to the date specified for receipt of proposals.

                    (E)  There is acceptable evidence to establish that it was
                         received at the activity designated for receipt of
                         offers and was under the Government's control prior to
                         the time set for receipt of offers, and the Contracting
                         Officer determines that accepting the late offer would
                         not unduly delay the procurement.

                    (F)  It is the only proposal received.

               (ii) Any modification or revision of a proposal or response to
                    request for information, including any final proposal
                    revision, is subject to the same conditions as in
                    subparagraphs (c)(2)(i)(A) through (c)(2)(i)(E) of this
                    provision.

              (iii) The only acceptable evidence to establish the date of
                    mailing of a late proposal or modification or revision sent
                    either by registered or certified mail is the U.S. or
                    Canadian Postal Service postmark both on the envelope or
                    wrapper and on the original receipt from the U.S. or
                    Canadian Postal Service. Both postmarks must show a legible
                    date or the proposal, response to a request for information,
                    or modification


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                                               TSA FORM 3516A PAGE 1 (REV 9/01)

<PAGE>

                              SFO DTSA20-03-R-00528

                    or revision shall be processed as if mailed late. "Postmark"
                    means a printed, stamped, or otherwise placed impression
                    (exclusive of a postage meter machine impression) that is
                    readily identifiable without further action as having been
                    supplied and affixed by employees of the U.S. or Canadian
                    Postal Service on the date of mailing. Therefore, offerors
                    or respondents should request the postal clerk to place a
                    legible hand cancellation bull's eye postmark on both the
                    receipt and the envelope or wrapper.

               (iv) Acceptable evidence to establish the time of receipt at the
                    Government installation includes the time/date stamp of that
                    installation on the proposal wrapper, other documentary
                    evidence of receipt maintained by the installation, or oral
                    testimony or statements of Government personnel.

               (v)  The only acceptable evidence to establish the date of
                    mailing of a late offer, modification or revision, or
                    withdrawal sent by Express Mail Next Day Service-Post Office
                    to Addressee is the date entered by the post office
                    receiving clerk on the "Express Mail Next Day Service-Post
                    Office to Addressee" label and the postmark on both the
                    envelope or wrapper and on the original receipt from the
                    U.S. Postal Service. "Postmark" has the same meaning as
                    defined in paragraph (c)(2)(iii) of this provision,
                    excluding postmarks of the Canadian Postal Service.
                    Therefore, offerors or respondents should request the postal
                    clerk to place a legible hand cancellation bull's eye
                    postmark on both the receipt and the envelope or wrapper.

               (vi) Notwithstanding paragraph (c)(2)(i) of this provision, a
                    late modification or revision of an otherwise successful
                    proposal that makes its terms more favorable to the
                    Government will be considered at any time it is received and
                    may be accepted.

              (vii) An offeror may withdraw its proposal by written notice or
                    telegram (including mailgram) received at any time before
                    award. If the solicitation authorizes facsimile proposals,
                    an offeror may withdraw its proposal via facsimile received
                    at any time before award, subject to the conditions
                    specified in the provision entitled "Facsimile Proposals."
                    Proposals may be withdrawn in person by an offeror or an
                    authorized representative, if the representative's identity
                    is made known and the representative signs a receipt for the
                    proposal before award.

             (viii) If an emergency or unanticipated event interrupts normal
                    Government processes so that proposals cannot be received at
                    the office designated for receipt of proposals by the exact
                    time specified in the solicitation, and urgent Government
                    requirements preclude amendment of the solicitation or other
                    notice of an extension of the closing date, the time
                    specified for receipt of proposals will be deemed to be
                    extended to the same time of day specified in the
                    solicitation on the first work day on which normal
                    Government processes resume. If no time is specified in the
                    solicitation, the time for receipt is 4:30 p.m., local time,
                    for the designated Government office.

     (3)  Any information given to a prospective offeror concerning this
          solicitation will be furnished promptly to all other prospective
          offerors, if that information is necessary in submitting offers or if
          the lack of it would be prejudicial to any other prospective offeror.

     (4)  Offerors may submit modifications to their proposals at any time
          before the solicitation closing date and time, and may submit
          modifications in response to an amendment, or to correct a mistake at
          any time before award.

     (5)  Offerors may submit revised proposals only if requested or allowed by
          the Contracting Officer.

     (6)  The Government will construe an offer to be in full and complete
          compliance with this solicitation unless the offer describes any
          deviation in the offer.

     (7)  Offerors may submit proposals that depart from stated requirements.
          Such a proposal shall clearly identify why the acceptance of the
          proposal would be advantageous to the Government. The proposal must
          clearly identify and explicitly define any deviations from the terms
          and conditions of the solicitation, as well as the comparative
          advantage to the Government. The Government reserves the right to
          amend the solicitation to allow all offerors an opportunity to submit
          revised proposals based on the revised requirements.

(d)  Restriction on disclosure and use of data. An offeror that includes in its
     proposal data that it does not want disclosed to the public for any
     purpose, or used by the Government except for evaluation purposes, must
     meet both of the following conditions:

     (1)  Mark the title page with the following legend:

     This proposal includes data that shall not be disclosed outside the
     Government and shall not be duplicated, used, or disclosed--in whole or in
     part--for any purpose other than to evaluate this proposal. If, however, a
     lease is awarded to this offeror as a result of--or in connection with--the
     submission of this data, the Government shall have the right to duplicate,
     use, or disclose the data to the extent provided in the resulting contract.
     This restriction does not limit the Government's right to use information
     contained in this data if it is obtained from another source without
     restriction. The data subject to this restriction are contained in sheets
     [insert numbers or other identification of sheets].

     (2)  Mark each sheet of data it wishes to restrict with the following
          legend:

     Use or disclosure of data contained on this sheet is subject to the
     restriction on the title page of this proposal.

(e)  Lease award.

     (1)  The Government intends to award a lease resulting from this
          solicitation to the responsible offeror whose proposal represents the
          best value after evaluation in accordance with the factors and
          subfactors in the solicitation.


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                              SFO DTSA20-03-R-00528

     (2)  The Government may reject any or all proposals if such action is in
          the Government's interest.

     (3)  The Government may waive informalities and minor irregularities in
          proposals received.

     (4)  The Government intends to evaluate proposals and award a lease after
          conducting discussions with offerors whose proposals have been
          determined to be within the competitive range. If the Contracting
          Officer determines that the number of proposals that would otherwise
          be in the competitive range exceeds the number at which an efficient
          competition can be conducted, the Contracting Officer may limit the
          number of proposals in the competitive range to the greatest number
          that will permit an efficient competition among the most highly rated
          proposals. Therefore, the offeror's initial proposal should contain
          the offeror's best terms from a price and technical standpoint.

     (5)  Exchanges with offerors after receipt of a proposal do not constitute
          a rejection or counteroffer by the Government.

     (6)  The Government may determine that a proposal is unacceptable if the
          prices proposed are materially unbalanced between line items or
          subline items. Unbalanced pricing exists when, despite an acceptable
          total evaluated price, the price of one or more contract line items is
          significantly overstated or understated as indicated by the
          application of cost or price analysis techniques. A proposal may be
          rejected if the Contracting Officer determines that the lack of
          balance poses an unacceptable risk to the Government.

     (7)  The unconditional written acceptance of an offer establishes a valid
          contract.

     (8)  The Government may disclose the following information in postaward
          debriefings to other offerors:

          (i)  The overall evaluated cost or price and technical rating of the
               successful offeror;

          (ii) The overall ranking of all offerors, when any ranking was
               developed by the agency during source selection; and

          (iii) A summary of the rationale for award.

2.   52.222-24 - PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE EVALUATION (FEB
     1999)

     If a contract in the amount of $10 million or more will result from this
     solicitation, the prospective Contractor and its known first-tier
     subcontractors with anticipated subcontracts of $10 million or more shall
     be subject to a preaward compliance evaluation by the Office of Federal
     Contract Compliance Programs (OFCCP), unless, within the preceding 24
     months, OFCCP has conducted an evaluation and found the prospective
     Contractor and subcontractors to be in compliance with Executive Order
     11246.

3.   552.270-3 - PARTIES TO EXECUTE LEASE (SEP 1999)

     (a)  If the lease is executed by an attorney, agent, or trustee on behalf
          of the Lessor, an authenticated copy of his power of attorney, or
          other evidence to act on behalf of the Lessor, must accompany the
          lease.

     (b)  If the Lessor is a partnership, the lease must be signed with the
          partnership name, followed by the name of the legally authorized
          partner signing the same, and, if requested by the Government, a copy
          of either the partnership agreement or current Certificate of Limited
          Partnership shall accompany the lease.

     (c)  If the Lessor is a corporation, the lease must be signed with the
          corporate name, followed by the signature and title of the officer or
          other person signing the lease on its behalf, duly attested, and, if
          requested by the Government, evidence of this authority so to act
          shall be furnished.

4.   52.233-2 - SERVICE OF PROTEST (AUG 1996) (VARIATION)

     (Applies to leases which exceed $100,000 average net annual rental,
     including option periods.)

     (a)  Protests, as defined in section 33.101 of the Federal Acquisition
          Regulation, that are filed directly with an agency, and copies of any
          protests that are filed with the General Accounting Office (GAO),
          shall be served on the Contracting Officer by obtaining written and
          dated acknowledgment of receipt from the Contracting Officer at the
          address shown elsewhere in this solicitation.

     (b)  The copy of any protest shall be received in the office designated
          above within one day of filing a protest with the GAO.

5.   SERVICE OF PROTEST (TSA OCT 2002)

AS A CONDITION OF SUBMITTING AN OFFER OR RESPONSE TO THIS SOLICITATION THE
OFFEROR OR POTENTIAL OFFEROR AGREES TO BE BOUND BY THE FOLLOWING PROVISIONS
RELATING TO PROTESTS.

     (A)  Protests concerning Transportation Security Administration (TSA)
          solicitations or awards of contracts shall be resolved through the
          dispute resolution system adopted by the Federal Aviation
          Administration (FAA) as part of its Acquisition Management System, and
          FAA's Office of Dispute Resolution (ODRA), and shall be governed by
          the procedures set forth in 14 CFR Parts 14 and 17, which are hereby
          incorporated by reference. Judicial review, where available, will be
          in accordance with 49 USC 46110 and shall apply only to final agency
          decisions. A protestor may seek review of a final decision only after
          its administration remedies have been exhausted.



                                                GSA FORM 3516A PAGE 3 (REV 9/01)
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<PAGE>
                              SFO DTSA20-03-R-00528

     (B)  Offerors initially should attempt to resolve any issues concerning
          potential protests with the Contracting Officer. The Contracting
          Officer should make reasonable efforts to answer questions promptly
          and completely, and, where possible, to resolve concerns or
          controversies. The protest time limitations, however, will not be
          extended by attempts to resolve a potential protest with the
          Contracting Officer.

     (C)  The filing of a protest with the ODRA may be accomplished by mail, by
          overnight delivery, hand delivery or by facsimile. A protest is
          considered filed on the date it is received by the ODRA.

     (D)  Only an interested party may file a protest. An interested party is
          one whose direct economic interest has been or would be affected by
          the award or failure to award a TSA contract. Proposed subcontractors
          are not "interested parties" within this definition.

     (E)  A written protest must be filed with the ODRA within the time limits
          set forth below, or the time set forth for the receipt of initial
          proposals.

          (1). Protests based on alleged improprieties in a solicitation that
          are apparent prior to bid opening or the time set for receipt of
          initial proposals shall be filed prior to bid opening or the time set
          for receipt of initial proposals.

          (2). In procurements where proposals are requested, alleged
          improprieties that do not exist in the initial solicitation, but which
          are subsequently incorporated into the solicitation must be protested
          not later than the next closing time for receipt of proposal following
          the incorporation.

          (3). For protests other than those related to alleged solicitation
          improprieties, the protest must be filed on the later of the following
          two dates:

          (i). Not later than (7) business days after the date the protester
          knew or should have known of the grounds for the protest; or

          (ii). If the protester has requested a post-award briefing from the
          TSA Contracting Officer, not later than five (5) business days after
          the date on which the Contracting Officer holds that debriefing.

     (F)  Protests shall be filed at:

          (1) Office of Dispute Resolution for Acquisition, AGC-70.
          Federal Aviation Administration
          400 7th Street S.W.
          Room 8332
          Washington, DC 20590

          Telephone: 202-366-6400
          Facsimile: 202-366-7400 or

          (2) Other addresses as specified in the solicitation.

     (G)  At the same time as filing the protest with the ODRA, the protester
          shall serve a copy of the protest on the Contracting Officer and any
          other official designated in the solicitation for receipt of protests
          by means reasonably calculated to be received by the Contracting
          Officer on the same day as it is to be received by the ODRA. The
          protest shall include a signed statement from the protester,
          certifying to the ODRA the manner of service, date, and time when a
          copy of the protest was served on the Contracting Officer and other
          designated official(s).

     (H)  Additional information and guidance about the ODRA dispute resolution
          process for protests can be found on the ODRA website at
          http://www.faa.gov.

     PROTEST AFTER AWARD

     (I)  Upon receipt of a notice that a protest has been filed with the FAA
          Office of Dispute Resolution (ODRA), or a determination that a protest
          is likely, the Transportation Security Administrator or his designee
          may instruct the Contracting Officer to direct the Contractor to stop
          performance of the work called for by this contract. The order to the
          Contractor shall be in writing, and shall be specifically identified
          as a stop-work order issued under this clause. Upon receipt of the
          order, the contractor shall immediately comply with its terms and take
          all reasonable steps to minimize the incurrence of costs allocable to
          the work covered by the order during the period of work stoppage. Upon
          receipt of the final decision or other resolution of the protest, the
          Contracting Officer shall either:

          (1). Cancel the stop work order, or

          (2). For other than cost-reimbursement contracts, terminate the work
          covered by the work order as provided in the "Default" or the
          Termination for Convenience of the Government clause(s) of this
          contract; or

          (3). For cost-reimbursement contracts, terminate the work covered by
          the order as provided in the "Termination" clause of this contract.

     (J)  If a stop-work order issued this clause is cancelled either before or
          after the final resolution of the protest, the Contractor shall resume
          work. The Contracting Officer shall make for other than
          cost-reimbursement contracts, an equitable adjustment in the delivery
          schedule or contract price, or both; and for cost-reimbursement
          contracts, an equitable adjustment in the delivery schedule, the
          estimated cost, the fee, or a combination thereof, and in any other
          terms of the contract that may be affected; and the contract shall be
          modified in writing accordingly, if:

          (1). The stop-work order results in an increase in the time required
          for, or in the Contractor's cost properly allocable to, the
          performance of any part of this contract; and

          (2). The Contractor asserts its right to an adjustment within 30 days
          after the end of the period of work stoppage; provided, that if the
          Contracting Officer decides the facts justify the action, the
          Contracting Officer may receive and act upon a proposal submitted any
          time before final payment under this contract.

     (K)  If a stop-work order is not cancelled and the work covered by the
          order is terminated for the convenience of the Government, the
          Contracting Officer shall allow reasonable costs resulting from the
          stop-work order in arriving at the termination settlement.

     (L)  If a stop-work order is not cancelled and the work covered by the
          order is terminated for default, the Contracting Officer shall allow,
          by equitable adjustment or otherwise, reasonable costs resulting from
          the stop-work order.

     (M)  The Government's rights to terminate this contract at any time are not
          affected by the action under this clause.

6.   FLOOD PLAINS AND WETLANDS (APR 1984)

     An award of contract will not be made for a property located within a base
     flood plain or wetland unless the Government has determined it to be the
     only practicable alternative.


                                                TSA FORM 3516A PAGE 4 (REV 9/01)

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<PAGE>












                            SOLICITATION FOR OFFERS

                               DTSA20-03-R-00528

                                   REVISION 1











                     TRANSPORTATION SECURITY ADMINISTRATION

               450,000 to 550,000 ANSI/BOMA rentable square feet












NAME:  Lisa Maass

TITLE: Contracting Officer


The information collection requirements contained in this Solicitation/Contract,
that are not required by the regulation have been approved by the Office of
Management and Budget pursuant to the Paperwork Reduction Act and assigned the
OMB Control No. 3090-0163.




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<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                  <C>
1.0  SUMMARY.............................................................................5
1.1  AMOUNT AND TYPE OF SPACE (SEP 2000)(TSA SEP 2002)...................................5
1.2  AREA OF CONSIDERATION...............................................................5
1.3  LOCATION; INSIDE OR OUTSIDE CITY CENTER (SEP 2000)(TSA SEP 2002)....................6
1.4  LEASE TERM (SEP 2000)(TSA SEP 2002).................................................6
1.5  OFFER DUE DATE......................................................................6
1.6  OCCUPANCY DATE (SEP 2000)(TSA SEP 2002).............................................6
1.7  HOW TO OFFER (SEP 2000)(TSA SEP 2002)...............................................6
1.8  BUILDING SHELL REQUIREMENTS (SEP 2000)(TSA SEP 2002)................................8
1.9  TENANT IMPROVEMENTS (SEP 2000)(TSA SEP 2002)........................................9
1.10 TENANT IMPROVEMENT RENTAL ADJUSTMENT (SEP 2000)(TSA SEP 2002).......................9
1.11 PLANS WITH OFFER (SEP 2000)(TSA SEP 2002)...........................................9
1.12 NEGOTIATIONS (SEP 2000)............................................................10
1.13 PRICE EVALUATION (PRESENT VALUE)...................................................12
1.14 HISTORIC PREFERENCE, GSAR 552.270-2 (VARIATION) (SEP 1999).........................11
1.15 AWARD (JAN 1997)...................................................................11
1.16 LABOR STANDARDS (SEP 2000).........................................................12

2.0  AWARD FACTORS......................................................................13
2.1  AWARD FACTORS (JAN 1997)(TSA SEP 2002).............................................13

3.0  MISCELLANEOUS......................................................................14
3.1  SUBSEQUENT TENANT IMPROVEMENTS $100,000 OR LESS (SEP 2000).........................14
3.2  TAX ADJUSTMENT (SEP 2000)..........................................................14
3.3  PERCENTAGE OF OCCUPANCY............................................................15
3.4  OPERATING COSTS (NCR NOVEMBER 2001)................................................15
3.5  OPERATING COSTS BASE (SEP 2000)....................................................16
3.6  BOMA RENTABLE SPACE (SEP 2000)(TSA SEP 2002).......................................16
3.7  ANSI/BOMA OFFICE AREA SQUARE FEET (NCR VARIATION (AUG 2002))(TSA OCT 2002).........16
3.8  COMMON AREA FACTOR (SEP 2000)......................................................16
3.9  APPURTENANT AREAS..................................................................16
3.10 LIQUIDATED DAMAGES, GSAR 552.270-15(SEP 1999)......................................16
3.11 VENDING FACILITIES (SEP 2000)......................................................16
3.12 ADJUSTMENT FOR VACANT PREMISES, GSAR 552.270-16(VARIATION)(SEP 1999)...............17
3.13 RELOCATION ASSISTANCE ACT (MAR 2002)...............................................17
3.14 EVIDENCE OF CAPABILITY TO PERFORM (SEP 2000)(TSA OCT 2002).........................17
3.15 CONSTRUCTION SCHEDULE (TSA OCT 2002)...............................................16
3.16 CONSTRUCTION SCHEDULE OF TENANT IMPROVEMENTS (SEP 2000)(TSA OCT 2002)..............17
3.17 PROGRESS REPORTS (SEP 2000)(TSA SEP 2002)..........................................20
3.18 CONSTRUCTION INSPECTIONS (TSA SEP 2002)............................................20
3.19 REQUIRED PROOF OF AUTHORITY (NCR VARIATION (AUG 2002)).............................21
3.20 BUSINESS IMPROVEMENT DISTRICTS (B.I.D)(NCR VARIATION (AUG 2002))...................19

4.0  GENERAL ARCHITECTURE...............................................................22
4.1  QUALITY AND APPEARANCE OF BUILDING EXTERIOR (SEP 2000).............................22
4.2  CONSTRUCTION WASTE MANAGEMENT (SEP 2000)...........................................22
4.3  EXISTING FIT-OUT, SALVAGED, OR RE-USED BUILDING MATERIAL (SEP 2000)(TSA SEP 2002)..23
4.4  INDOOR AIR QUALITY DURING CONSTRUCTION (SEP 2000)(TSA SEP 2002)....................23
4.5  WORK PERFORMANCE (SEP 2000)........................................................23
4.6  BUILDING SYSTEMS (JAN 1997)........................................................23
4.7  SPACE EFFICIENCY (SEP 2000)........................................................23
4.8  FLOOR PLANS AFTER OCCUPANCY (TSA SEP 2002).........................................23
4.9  CAD AS-BUILT FLOOR PLANS (SEP 2000) (NCR AAP VARIATION (AUG 2002)).................23
4.10 ANSI/BOMA CALCULATIONS AND PLANS (TSA SEP 2002)....................................24
4.11 FLOORS AND FLOOR LOAD (SEP 2000)(TSA SEP 2002).....................................24
4.12 EXITS AND ACCESS (SEP 1991)........................................................25
4.13 WINDOWS (SEP 2000) (NCR VARIATION (AUG 2002))(TSA SEP 2002)........................25
4.14 ACCESSIBILITY (SEP 2000)...........................................................25
4.15 LANDSCAPING (SEP 2000)(TSA SEP 2002)...............................................25

5.0  ARCHITECTURAL FINISHES.............................................................26
5.1  RECYCLED CONTENT PRODUCTS (COMPREHENSIVE PROCUREMENT GUIDELINES)(SEP 2000).........26
5.2  ENVIRONMENTALLY PREFERABLE BUILDING PRODUCTS AND MATERIALS (SEP 2000)..............26
5.3  LAYOUT, FINISHES, AND COLORBOARDS (SEP 2000)(TSA SEP 2002).........................26
5.4  WOOD PRODUCTS (SEP 2000)...........................................................26
5.5  ADHESIVES AND SEALANTS (SEP 2000)..................................................27

</TABLE>


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<PAGE>

<TABLE>
<S>                                                                           <C>
5.6  INSULATION: THERMAL, ACOUSTIC, AND HVAC (SEP 2000)..........................27
5.7  CEILINGS (SEP 2000)(TSA SEP 2002)...........................................27
5.8  WALL COVERINGS (SEP 2000)(TSA SEP 2002).....................................27
5.9  PAINTING (SEP 2000).........................................................28
5.10 DOORS: EXTERIOR (SEP 2000)..................................................28
5.11 DOORS: SUITE ENTRY (SEP 2000)...............................................28
5.12 DOORS: INTERIOR (SEP 2000)..................................................28
5.13 DOORS: HARDWARE (SEP 2000)..................................................29
5.14 DOORS: IDENTIFICATION (SEP 2000)............................................29
5.15 PARTITIONS: GENERAL (SEP 2000)..............................................29
5.16 PARTITIONS: PERMANENT (SEP 2000)............................................29
5.17 PARTITIONS: SUBDIVIDING (SEP 2000)..........................................29
5.18 FLOOR COVERING AND PERIMETERS (SEP 2000)(TSA SEP 2002)......................29
5.19 CARPET: BROADLOOM (SEP 2000)................................................30
5.20 CARPET: TILE (SEP 2000).....................................................30
5.21 ACOUSTICAL REQUIREMENTS (SEP 2000)..........................................31
5.22 WINDOW COVERINGS (SEP 2000).................................................31
5.23 BUILDING DIRECTORY (SEP 2000)...............................................32
5.24 FLAG POLE (SEP 2000)........................................................32
5.25 EXTERNAL SIGNAGE............................................................32

6.0  MECHANICAL, ELECTRICAL, PLUMBING............................................33
6.1  MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (SEP 2000)........................33
6.2  ENERGY COST SAVINGS (SEP 2000)..............................................33
6.3  DRINKING FOUNTAINS (SEP 2000)...............................................33
6.4  TOILET ROOMS (SEP 2000).....................................................33
6.5  TOILET ROOMS: FIXTURE SCHEDULE (SEP 2000)(TSA SEP 2002).....................33
6.6  JANITOR CLOSETS (SEP 2000)..................................................34
6.7  HEATING AND AIR CONDITIONING (SEP 2000).....................................34
6.8  VENTILATION (SEP 2000)(TSA SEP 2002)........................................34
6.9  VENTILATION: TOILET ROOMS (DEC 1993)........................................35
6.10 ELECTRICAL: GENERAL (SEP 2000)..............................................35
6.11 ELECTRICAL: DISTRIBUTION (SEP 2000).........................................35
6.12 ELECTRICAL: ADDITIONAL DISTRIBUTION SPECIFICATIONS..........................35
6.13 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (SEP 2000)(TSA SEP 2002).....36
6.14 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (SEP 2000)........................36
6.15 DATA REQUIREMENTS (SEP 2000)(TSA SEP 2002)..................................36
6.16 ELECTRICAL, TELEPHONE, DATA FOR SYSTEMS FURNITURE (SEP 2000)................39
6.17 ADDITIONAL ELECTRICAL CONTROLS..............................................39
6.18 ELEVATORS (SEP 2000)(TSA SEP 2002)..........................................39
6.19 LIGHTING: INTERIOR AND PARKING (SEP 2000)...................................40
6.20 EMERGENCY POWER (TSA SEP 2002)..............................................41

7.0  SERVICES, UTILITIES, MAINTENANCE............................................42
7.1  SERVICES, UTILITIES, MAINTENANCE: GENERAL (NCR VARIATION (AUG 2002))........42
7.2  NORMAL HOURS................................................................42
7.3  OVERTIME USAGE (SEP 2000)...................................................42
7.4  UTILITIES...................................................................42
7.5  UTILITIES: SEPARATE FROM RENTAL (SEP 2000)(TSA OCT 2002)....................42
7.6  BUILDING OPERATING PLAN.....................................................42
7.7  JANITORIAL SERVICES (SEP 2000)..............................................42
7.8  SCHEDULE OF PERIODIC SERVICES...............................................43
7.9  LANDSCAPE MAINTENANCE.......................................................43
7.10 FLAG DISPLAY................................................................44
7.11 SECURITY (SEP 2000) (NCR VARIATION AUG 2002)(TSA SEP 2002)..................44
7.12 ADDITIONAL SECURITY: ADDITIONAL REQUIREMENTS (TSA SEP 2002).................44
7.13 MAINTENANCE AND TESTING OF SYSTEMS (SEP 2000)...............................45

8.0  SAFETY AND ENVIRONMENTAL MANAGEMENT.........................................46
8.1  OCCUPANCY PERMIT (SEP 2000).................................................46
8.2  FIRE AND LIFE SAFETY (SEP 2000).............................................46
8.3  SPRINKLER SYSTEM (SEP 2000).................................................46
8.4  MANUAL FIRE ALARM SYSTEMS (SEP 2000)........................................46
8.5  OSHA REQUIREMENTS (SEP 2000)................................................46
8.6  ASBESTOS (SEP 2000).........................................................46
8.7  INDOOR AIR QUALITY (SEP 2000)...............................................47
8.8  RADON IN AIR (SEP 2000).....................................................47
8.9  CONTAMINATES IN WATER (SEP 2000)(TSA SEP 2002)..............................48
8.10 HAZARDOUS MATERIALS (OCT 1996)..............................................48
8.11 RECYCLING (SEP 2000)........................................................48

</TABLE>


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<PAGE>

<TABLE>
<S>                                                                                  <C>
9.0  TENANT IMPROVEMENTS................................................................49
9.1  TENANT IMPROVEMENTS PRIOR TO THE GOVERNMENT'S INITIAL ACCEPTANCE OF SPACE
     (SEP 2000).........................................................................49
10.0 SPECIAL REQUIREMENTS...............................................................50
10.1 TRANSPORTATION SECURITY ADMINISTRATION OVERVIEW (TSA OCT 2002).....................50
10.2 TRANSPORTATION SECURITY ADMINISTRATION OBJECTIVES AND STRATEGIC APPROACH
     (TSA OCT 2002).....................................................................50
10.3 TYPES OF SPACE (TSA OCT 2002)......................................................51
1.1  AMOUNT AND TYPE OF SPACE (SEP 2000)(TSA SEP 2002)...................................5

</TABLE>






SFO NO. DTSA20-03-R-00528                      INITIALS:   [SIG]    &    [SIG]
                                                         ---------     ---------
                                       4                  LESSOR         GOV'T
<PAGE>

1.0      SUMMARY



1.0      BY SIGNING THIS PROPOSAL, OFFERORS UNDERSTAND AND AGREE THAT THE
         GOVERNMENT RESERVES THE RIGHT TO COUNTER-SIGN THEIR OFFER, WHICH SHALL
         RESULT IN THE FINAL LEASE AGREEMENT BETWEEN THE PARTIES.

1.1      AMOUNT AND TYPE OF SPACE (SEP 2000)(TSA SEP 2002)

         A.       The Transportation Security Administration ("TSA" or
                  "Government") is interested in leasing approximately
                  450,000-550,000 ANSI/BOMA (BOMA) rentable square feet of
                  above-grade office space in no more than two office buildings
                  that are within three (3) blocks of each other. Refer to the
                  "ANSI/BOMA rentable square feet" paragraph in Section 3.6. Two
                  (2) buildings can be considered one building if they are
                  physically connected and employees are not required to exit
                  secure space or enter public space in order to move from one
                  building to the other.

         B.       The Offer shall 1) be for space located in a quality office
                  building(s) of sound and substantial construction as described
                  in this SFO, 2) have a potential for efficient layout, 3) be
                  within the square footage range to be considered, and 4) be in
                  compliance with all of the Government's minimum requirements
                  set forth herein.

         C.       To demonstrate potential for efficient layout, as well as
                  Offeror's ability to accommodate to Government's requirements,
                  Offeror will be requested to provide ANSI/BOMA calculations
                  and plans at the Offeror's expense, in accordance with the
                  instructions in Section 4.10.

        D.        Between 25,000 and 50,000 BOMA rentable square feet must be
                  ready for Government occupancy on or about January 2, 2003. An
                  additional 25,000 to 50,000 BOMA rentable square feet must be
                  ready for Government occupancy on February 1, 2003 and an
                  additional 25,000 to 50,000 BOMA square feet must be ready for
                  the Government occupancy on March 1, 2503, so that the
                  Government is occupying between 125,000 and 150,000 BOMA
                  rentable square feet on March 1, 2003. This interim space
                  ("Phase 1") shall be substantially "as is" condition, as
                  further described in Section 10.2. The 450,000-550,000 BOMA
                  rentable square feet which TSA will ultimately occupy at its
                  permanent office space will be delivered through phased
                  construction/occupancy with the first 100,000 square feet of
                  Phase 2 available for  occupancy on September 1, 2003, and
                  final occupancy of all Phase 2 and Phase 3 to be completed by
                  March 2004. Earlier delivery is preferred. See Section 10.2
                  for description of all Phases.

         E.       Unless otherwised noted, all references in this SFO to square
                  feet shall mean ANSI/BOMA (BOMA) office area square feet as
                  defined in Section 3.7.

1.2     AREA OF CONSIDERATION

        A.        All properties that are offered to the Government in
                  conjunction with this requirement must be located within the
                  Central Employment Area (CEA) or with proximity to the
                  Pentagon, Pentagon City or Crystal City, Virginia metro
                  stations. All buildings must be within 2500 linear feet of a
                  metro station.

        B.        The CEA is the core area of the District of Columbia where the
                  greatest concentration of employment in the city and region is
                  encouraged.

                  The Central Employment Area's boundaries are as follows:
                  Beginning at Dupont Circle, southeast along Massachusetts
                  Avenue, NW, to 9th Street, NW, north along 9th Street, NW, to
                  N Street, NW, east along N Street, NW, to 7th Street, NW,
                  south along 7th Street, NW, to New York Avenue, NW, east along
                  New York Avenue, NW to 5th Street NW, south along 5th Street,
                  NW to K Street, NW, east along K Street, NW to 3rd Street, NW,
                  south along 3rd Street, NW to Massachusetts Avenue, east along
                  Massachusetts Avenue, NE, and southeast along Florida Avenue,
                  NE, to 4th Street, NE, on the north; south along 4th Street,
                  NE, to M Street, NE, west along M Street, NE, to 3rd Street,
                  NE, south along 3rd Street, NE, to K Street, NE, west along K
                  Street, NE, to 2nd Street NE, south along 2nd Street, NE, to
                  the northeast corner of lot 855, square 725, west along the
                  northern boundary of lot 855 to the northwest corner of lot
                  855, south along the westerly boundary of lot 855 to
                  Constitution Avenue, NE, west along Constitution Avenue, NE,
                  to 1st Street, NE, south on 1st Street, NW, to Maryland
                  Avenue, NE, east on Maryland Avenue, NE, to 2nd Street, NE,
                  south on 2nd Street, NE, and 2nd Street, SE, to C Street, SE,
                  west on C Street, SE, to New Jersey Avenue, SE, south on New
                  Jersey Avenue, SE, to D Street, SE, west on D Street, SE, to
                  South Capitol Street, south on South Capitol Street to E
                  Street, SE, east on E Street, SE, to New Jersey Avenue, SE,
                  south on New Jersey Avenue, SE, to the Southeast Freeway, east
                  on the Southeast Freeway to 2nd Street, SE, south along 2nd
                  Street, SE, to M Street, SE and east along M Street, SE, to
                  the 11th Street Freeway on the east; south on the 11th Street
                  Freeway to the northbound 11th Street, SE, bridge, south along
                  this bridge to 13th Street, SE, south along 13th Street, SE,
                  to Good Hope Road, SE, west along the rear property lines of
                  properties fronting on the south side of Good Hope Road, SE to
                  Martin Luther King Jr. Avenue, SE, south along the rear
                  property lines of properties fronting on the north side of
                  Chicago Street, SE to the Baltimore and Ohio Railroad
                  right-of-way, south along the Baltimore and Ohio Railroad
                  right of way to the rear property line fronting on Howard Rd.,
                  SE, east along the rear property line of property fronting on
                  Howard Road, SE to the rear property lines of properties
                  fronting on the north side of Shannon Place, SE to Chicago
                  Street, SE, east along Chicago Street, fronting on the north
                  side of Shannon Place, SE to Chicago Street, SE, east along
                  Chicago Street, SE to Martin Luther King Jr. Avenue, SE, south
                  along the rear property lines of properties fronting on the
                  east side of Martin Luther King, Jr. Avenue, SE to Howard
                  Road, SE, west along Howard Road, SE to Firth Sterling Avenue,
                  SE, south along Firth Sterling Avenue, SE to South Capitol
                  Street, north along South Capitol Street and the Fredrick
                  Douglass Memorial Bridge to the west bank of the Anacostia
                  River, southwest along the west bank of the Anacostia River to
                  2nd Street, SW,





SFO NO. DTSA20-03-R-00528                      INITIALS:   [SIG]    &    [SIG]
                                                         ---------     ---------
                                       5                  LESSOR         GOV'T
<PAGE>
                  north along 2nd Street, SW to Potomac Avenue, SW, northeast
                  along Potomac Avenue, SW to South Capitol Street, north along
                  South Capitol Street to the Southwest Freeway, west along the
                  Southwest Freeway to 9th Street, SW, south along the east side
                  of 9th Street, SW to where it intersects with the eastern
                  property line of Lot 53 in Square 414, continuing south to
                  Maine Avenue SW to the Southwest Freeway, west along the
                  Southwest Freeway to 14th Street, SW, north along 14th Street,
                  SW, and 14th Street, NW, to Constitution Avenue, NW, and west
                  along Constitution Avenue, NW, to Route 50 Expressway on the
                  south; north on the Route 50 Expressway to the E Street
                  Expressway and E Street, NW, east on the E Street Expressway,
                  and E Street, NW, to 19th Street, NW to F Street, NW, west on
                  F Street, NW, to 20th Street, NW to Pennsylvania Avenue, NW,
                  west along Pennsylvania Avenue, NW, 21st Street, NW, north
                  along 21st Street, NW, to M Street, NW, east along M Street,
                  NW, to 20th Street, NW, to New Hampshire, Avenue, NW, and
                  northeast along New Hampshire Avenue, NW, to Dupont Circle on
                  the west. The following adjacent area in Southwest is hereby
                  included in addition to the established CEA as delineated
                  above: Eye Street, SW on the North, 3rd Street, SW on the
                  East, M Street, SW on the South and 6th Street, SW on the
                  West.

         13.      LOCATION: INSIDE OR OUTSIDE CITY CENTER (SEP 2000) (TSA SEP
                  2002)
                  A.      CITY CENTER NEIGHBORHOOD:
                          1.       Space must be in an office district with
                                   attractive, prestigious, professional
                                   surroundings with a prevalence of modern
                                   design and/or tasteful rehabilitation in
                                   modern use. Streets and public sidewalks
                                   shall be well maintained.

                          2.       Parking.
                                   a.       The parking-to-square-foot ratio
                                            available on-site shall at least
                                            meet current local code
                                            requirements, or in the absence of a
                                            local code requirement, on-site
                                            parking shall be available at a
                                            ratio of 1 space for every 1,500
                                            BOMA rentable square feet of
                                            Government-demised area. If parking
                                            cannot be accommodated on site, the
                                            Government will consider parking on
                                            an adjacent block. The Government
                                            shall have the ability to secure the
                                            parking area offered.

                          3.                Location Amenities.
                                    a.      A variety of inexpensive and
                                            moderately priced fast
                                            food and/or eat-in restaurants
                                            shall be located within three
                                            blocks. Other employee services,
                                            such as retail shops, cleaners,
                                            public transportation, banks, etc.,
                                            shall also be located within three
                                            blocks.

        1.4      LEASE TERM (SEP 2000) (TSA SEP 2002)
                 The lease term is for ten (10) years firm. All the terms and
                 conditions contained herein shall prevail throughout the term
                 of the lease.

        1.5      OFFER DUE DATE
                 Best and Final Offers are due by 10:00 a.m. Friday, November
                 29, 2002.

        1.6      OCCUPANCY DATE (SEP 2000)(TSA SEP 2002)
                 The ability to occupy the interim space (Phase 1) is required
                 commencing on or about January 2, 2003. All other occupancy
                 milestone dates are subject to the requirements of Section
                 10.2, Transportation Security Administration Objectives and
                 Strategic Approach.

        1.7      HOW TO OFFER (SEP 2000)(TSA SEP 2002)
                 A.       One (1) original and nine (9) copies of each offer
                          shall be submitted and delivered to the following:
                          Transportation Security Administration
                          Attn: Lisa Maass, Contracting Officer
                          Room 3636, GSA Building
                          400 Seventh Street, S.W.
                          Washington, DC 20590

                  B.       For the purpose of responding to this
                           Solicitation for Offers (SFO), ownership entities of
                           multiple buildings that are combined to meet the
                           Government's requirement will be jointly considered
                           as one "Offerer". The Government requires one offer
                           for combined buildings. For multiple buildings, each
                           building may submit separate price proposals (GSA
                           Form 1364) which will be combined and analyzed at the
                           Governments discretion. Henceforth in this
                           solicitation, "Lessor" or "offeror" shall refer to
                           the combined offer. The Government reserves the right
                           to separate offers and to pair individual buildings.

                 C.        The following documents, properly executed, shall be
                           submitted on the offer due date given in Section 1.5.

                           1.      SFO #OTSA 20-02-R-00528, each page initialed
                                   by Offeror.

                           2.      SFO Attachments:

                                   a.      Attachment #1 -"Rate Structure"

                                   b.      Attachment #2 -"Fire Protection and
                                           Life Safety Evaluation" (For each
                                           building offered).

                                   c.      Attachment #3 -"Property Description
                                           Form"

                          3.       GSA Form 1364, Proposal to Lease Space
                                   (Combined for all buildings offered).




SFO NO. DTSA20-03-R-00528                      INITIALS:   [SIG]    &    [SIG]
                                                         ---------     ---------
                                       6                  LESSOR         GOV'T

<PAGE>


       4.        GSA Form 1217, Lessor's Annual Cost Statement. (Combined for
                 all buildings offered).

       5.        GSA Form 3517B, General Clauses.

       6.        GSA Form 3518, Representatives and Certifications. (A separate
                 GSA Form 3518 is required from each building owner).

       7.        First generation black or blue-line plans of the space offered
                 in each building being offered, scaled at 1/8"=1'-0"
                 (preferred) or larger plus Computer Aided Design ("CAD") disks
                 in AutoCAD format with AIA layering conventions of same. The
                 CAD disks shall be consistent with Section 1.11 "Plans with
                 Offer."

                 a.       All architectural features of the space shall be
                          accurately shown. If renovation of the building is
                          planned, alterations and schedule to meet the
                          requirements of this SFO shall be indicated. If
                          requested, more informative plans shall be provided
                          within five days.

                 b.       As-built plans shall be provided for Phase 1 offered
                          space, Plans will clearly indicate demised area for
                          the entire 125,000-150,000 BOMA rentable square feet.
                          See Section 10.2 for a full description of the
                          Government's requirements for Phase 1.

                 c.       Plans shall reflect corridors in place or the proposed
                          corridor pattern for both a typical full
                          (single-tenant) floor and/or partial (multi-tenant)
                          floor. The corridors in place or proposed corridors
                          shall meet local code requirements for issuance of
                          occupancy permits.

                 d.       TSA will review the corridors in place and/or
                          proposed corridor pattern to make sure that these
                          achieve an acceptable level of safety as well as to
                          ensure that these corridors provide public access to
                          all essential building elements. The Offeror will be
                          advised of any adjustments that are required to the
                          corridors for determining the ANSI/BOMA Office Area
                          space. The required corridors may or may not be
                          defined by ceiling-high partitions. Actual corridors
                          in the approved layout for the successful Offeror's
                          space may differ from the corridors used in
                          determining the ANSI/BOMA Office Area square footage
                          for the lease award.

       8.        An hourly overtime rate for overtime use of heating and
                 cooling. See Section 7.3, "Overtime Usage." If proposed rate
                 is different than recommended by an Independent Government
                 estimate, the Offeror may be required to submit worksheets
                 justifying overtime energy usage and rates.

       9.        Any other information (such as a fact sheet, 5" wide x 3" high
                 or larger color photograph, site plan, location map, and tax
                 parcel map, digital and hard copy photographs of furniture, in
                 case of multiple tax parcels for an offered building, etc., in
                 order for the Government to perform a complete and adequate
                 analysis of the offered property(ies). Other information may
                 also be requested by the Government, and in such circumstances,
                 shall be submitted by the Offeror within 5 working days of the
                 request.

       10.       Written acknowledgement from each ownership entity confirming
                 agreement to submit a cooperative offer and permission to
                 represent multiple owners for the SFO from multiple ownership
                 groups.

       11.       If applicable, the agents' disclosure and authorization from
                 each ownership entity to offer in this SFO and/or represent
                 multiple buildings with different ownerships, which may have
                 conflicting interests. Owners and agents in conflicting
                 interest situations are advised to exercise due diligence with
                 regard to ethics, independent pricing, and Government
                 procurement integrity requirements. In such cases, the
                 Government reserves the right to negotiate with the owner
                 directly.

       12.       General Contractor's overhead, profit, and general conditions
                 for the initial tenant improvements and change orders and any
                 other overhead and profit or management fees that will be added
                 to the tenant improvements, construction costs, or change
                 orders. All fees will be expressed as a percentage of the
                 tenant improvements cost. Costs associated with the base
                 building and the building shell are not included in these
                 calculations. In no event shall the Government pay more than a
                 total of 16% for all fees that are related to constructions,
                 including but not limited to the General Owners Fee, General
                 Contractors General Conditions Overhead and Profit,
                 Construction Management Fee, and Project Management Fee. The
                 Architects Fee is not included in the 16%.

       13.       Adjustment for Vacant Premises reduction (See Section 3.12).

       14.       The Government will perform an evaluation of an Offeror's
                 experience and past performance as a Lessor to the Government
                 or to other commercial or non-commercial entities of buildings
                 of a size and complexity comparable to TSA's requirement. The
                 Offeror shall provide a list of up to three (3) Government
                 agencies or other entities to which it performed as a Lessor of
                 a building(s) of similar size and complexity to TSA's
                 requirement that were awarded or performed within the past five
                 (5) years or are currently in force. For each Government agency
                 or other entity please provide the following information:

                 a.       Name of agency or entity.
                 b.       Customer name and position, address, phone number,
                          e-mail address (if available), and telephone number.
                          Please ensure that the information is current and
                          accurate
                 c.       Lease term and the amount of square feet.

       15.       Evidence of Capability to Perform (See Section 3.14).

       16.       List of Key Personnel. Key personnel must include, as a
                 minimum, key employees for architectural services, the name of
                 the General Contractor, and key employees of the Property
                 Management firm. These employees should be identified under
                 Section 3.14, Evidence of Capability to Perform.



SFO NO. DTSA20-03-R-00528                      INITIALS:   [SIG]    &    [SIG]
                                                         ---------     ---------
                                       7                  LESSOR         GOV'T


<PAGE>
                  17.      ANSI/BOMA Calculations, Plans and Spreadsheet (See
                           Section 4.10).

                  18.      Building Operating Plan (See Section 7.6).

         D.       See TSA Form 3516A, Solicitation Provisions, for additional
                  instructions. If additional information is needed, the
                  Contracting Officer (or the Contracting Officer's designated
                  representative) should be contacted.

         E.       There will be no public opening of offers, and all offers will
                  be confidential until the lease has been awarded. However, the
                  Government may release proposals outside the Government to
                  Government-support contractors to assist in the evaluation of
                  offers. Such Government contractors shall be required to
                  protect the data from unauthorized disclosure. The Officer who
                  desires to maximize protection of information in the offer may
                  apply the restriction notice to the offer as described in GSA
                  Form 3516, Solicitation Provision, 552.270-1 (d), Restriction
                  on Disclosure and Use of Data.

         F.       CLARIFICATIONS TO OFFER REQUIREMENTS:

                  1.       The rate structure required in Attachment 1 shall
                           include the following:

                           a.       A lease rate per ANSI/BOMA Office Area
                                    square foot (BOSF) for the building shell
                                    rental, fully serviced. It is the intent of
                                    the Government to lease a building shell
                                    with a Tenant Improvement Allowance. All
                                    improvements in the base building, lobbies,
                                    common areas, and core areas shall be
                                    provided by the Lessor, at the Lessor's
                                    expense. This rate shall include, but not
                                    limited to, property financing (exclusive of
                                    Tenant Improvement), insurance, taxes,
                                    management, profit, etc., for the building.
                                    The building shell rental rate shall also
                                    include all basic building systems and
                                    common area build out, including base
                                    building lobbies, common areas, and core
                                    areas, etc.

                           b.       The annual cost per BOSF for the cost of
                                    services and utilities. This amount shall be
                                    for the combined buildings. This equals
                                    line 27b of GSA Form 1217, Lessor's Annual
                                    Cost Statement, divided by the BOSF
                                    offered.

                           c.       An annualized percentage interest rate to be
                                    used by the Lessor to amortize the cost of
                                    the Tenant Improvement Allowance over the
                                    firm term of the lease.

                           d.       The annual amortized cost of the Tenant
                                    Improvement Allowance. Such amortization
                                    shall be expressed as a cost per BOSF.
                                    Tenant Improvements shall be all alterations
                                    for the Government-demised area above the
                                    building shell build out. The Tenant
                                    Alteration Allowance shall be $40.00 per
                                    BOSF. Such alterations shall be described
                                    and identified in the drawings used to
                                    construct the Government-demised area. The
                                    Tenant Alteration Allowance, which is to be
                                    provided by the Lessor to the Government for
                                    Tenant Improvements, shall be made available
                                    at lease execution.

                           e.       A fully-serviced lease rate per BOSF as a
                                    summation of the amounts broken out in the
                                    subparagraphs a, b, and d.

                           f.       The annual percentage interest rate,
                                    compounded monthly, to be used by the Lessor
                                    to amortize the cost of the Tenant
                                    Improvements above $40.00 per BOSF over the
                                    term of the lease up to $60.00 per BOSF.

                           g.       Offerors shall submit proposals in
                                    accordance with this Section 1.7, How to
                                    Offer. Offers that do not conform to all
                                    requirements contained in this SFO may be
                                    rejected without further evaluation,
                                    deliberation, or discussion.

1.8      BUILDING SHELL REQUIREMENTS (SEP 2000)(TSA SEP 2002)

         A.       The Lessor's build out obligations in providing a building
                  shell (at the Lessor's expense) shall include the following:

                  1.       Base structure and building enclosure components
                           shall be complete. All common areas accessible by the
                           Government, such as lobbies, fire egress corridors
                           and stairwells, elevators, garages, and services
                           areas, shall be complete. Restrooms shall be complete
                           and operational. All building shell components,
                           including but not limited to, heating, ventilation,
                           and air conditioning (HVAC), electrical, ceilings,
                           sprinklers, etc., shall be furnished, installed, and
                           coordinated with Tenant Improvements.

                  2.       Accessibility Requirements. Accessibility to persons
                           with disabilities shall be required throughout the
                           common areas accessible to Government tenants in
                           accordance with both the ADAAG and the UFAS and shall
                           be installed and coordinated with Tenant
                           Improvements. See Section 4.14, "Accessibility."

                  3.       Ceilings. A complete acoustical ceiling system
                           (which includes grid and lay-in tiles) throughout the
                           Government-demised area and all common areas
                           accessible to Government tenants shall be required in
                           accordance with Section 5.7, "Ceilings." The
                           acoustical ceiling system shall be furnished,
                           installed, and coordinated with Tenant Improvements.

                  3.       Doors. Exterior building doors and doors necessary to
                           the lobbies, common areas, and core areas shall be
                           required. This does not include suite entry or
                           interior doors specific to Tenant Improvements.
                           Related hardware shall be installed in accordance
                           with the "Doors: Hardware" (Section 5.13) and the
                           "Doors: Exterior" (Section 5.10).

                  5.       Partitions. Permanent, perimeter, and demising
                           slab-to-slab partitions (including all columns)
                           finished with paint and base shall be require in
                           accordance with Section 5.15, "Partitions: General"
                           and Section 5.16, "Partitions: Permanent."

                  6.       Flooring. All building common areas shall have
                           finished floors in accordance with Section 5.18,
                           "Floor Covering and Perimeters."





SFO NO. DTSA20-03-R-00528                         INITIALS:   [SIG]      [SIG]
                                                             -------  &  ------
                                                              LESSOR     GOV'T




                                       8

<PAGE>
                  7.       Plumbing.  The Offeror shall include cost of
                           plumbing in common areas, such as for toilet rooms
                           and janitor closets as part of the building shell
                           cost. Hot and cold water risers and domestic waste
                           and vent risers, installed and ready for connections
                           that are required for Tenant improvements, shall be
                           included in the shell rent.

                  8.       HVAC. Central HVAC systems shall be installed and
                           operational, including, as appropriate, main and
                           branch lines, VAV boxes, dampers, flex ducts, and
                           diffusers, for an open office layout, including all
                           building common areas. Conditioned air through medium
                           pressure ductwork at a rate of .75 cubic feet per
                           minute per ANSBOMA rentable square foot shall be
                           provided.

                  9.       Electrical. Electrical power distribution panels and
                           circuit breakers shall be available in an electrical
                           closet, with capacity at 277/480 volt (V) and 120/206
                           V, 3-phase, 4-wire system providing 7 watts (W) per
                           ANSBOMA rentable square foot. This 7 watt (W)
                           requirement excludes HVAC.

                  10.      Lighting. Lighting. Parabolic type 2' x 2' or 2' x 4'
                           fluorescent lighting fixtures or other building
                           standard fixtures acceptable to the Contracting
                           Officer shall be installed in the ceiling grid for an
                           open office plan. Lighting as necessary shall be
                           provided in accordance with Section 6.19, "Lighting:
                           Interior and Parking."

                  11.      Safety and Environmental Management. Complete safety
                           and environmental management shall be provided
                           throughout the building in accordance with Federal,
                           state, and local codes and laws including, but not
                           limited to, such items as fire detection and alarms,
                           emergency building power for life safety systems,
                           etc., and shall be in accordance with the ADAAG.
                           Where sprinklers are required in the
                           Government-demised area, sprinkler mains and
                           distribution piping in a "protection" layout (open
                           plan) with heads turned down with an escutcheon or
                           trim plate shall be provided.

                  12.      Telephone Rooms. Building telecommunication rooms on
                           each floor shall be completed, operational, and ready
                           for Tenant improvements.  The telephone closets shall
                           include a telephone backboard and success to stand-by
                           power.

                  13.      All of the above improvements are described in more
                           detail hereinafter in this SFO.

1.9.     TENANT IMPROVEMENTS (SEP 2000)(TSA SEP 2002)
         A.       The Tenant Improvement Allowance shall be used for building
                  out the Government-demised area in accordance with the
                  Government-approved drawings. All Tenant Improvements required
                  by the Government for occupancy shall be performed by the
                  successful Offeror, and all improvements shall meet the
                  quality standards and requirements of this SFO and GSA Form
                  3517B, General Clauses.

         B.       The Tenant Improvement Allowance shall include all the
                  Offeror's administrative costs, general contractor fees,
                  subcontractor's profit and overhead costs, as well as
                  Offeror's overhead and profit. See Section 3.15 for
                  Construction Schedule. NO COSTS ASSOCIATED WITH THE BASE
                  BUILDING REQUIREMENTS AND BUILDING SHELL SHALL BE INCLUDED
                  IN THE TENANT IMPROVEMENT PRICING.

1.10      TENANT IMPROVEMENT RENTAL ADJUSTMENT (SEP 2002)(TSA SEP 2002)
          A.      All Tenant Improvements shall be identified after award of the
                  contract.

                  1.       The Government, at its sole discretion, shall make
                           all decisions as to the usage of the Tenant
                           Improvement Allowance. The Government may use all or
                           part of the Tenant Improvement Allowance. The
                           Government may return to the Lessor any unused
                           portion of the Tenant Improvement Allowance in
                           exchange for a decrease in rent according to the
                           amortization rate over the firm term.

                  2.       The Government reserves the right to make cash
                           payments for any or all work performed by the Lessor.
                           Prior to occupancy, the Government, at its sole
                           discretion, may choose to pay lump sum for any or all
                           of the Tenant Improvement Allowance. If, prior to
                           occupancy, the Government elects to make a lump sum
                           payment for any portion of the Tenant Improvement
                           Allowance, the payment of the Tenant Improvement
                           Allowance by the Government will result in a decrease
                           in the rent. At any time after occupancy, the
                           Government, at its discretion, may choose to pay lump
                           sum for any part or all of the remaining unpaid
                           amortized balance of the Tenant Improvement
                           Allowance. If the Government elects to make a lump
                           sum payment for the Tenant Improvement Allowance
                           after occupancy, the payment of the Tenant
                           Improvement Allowance by the Government  will result
                           in a decrease in the rent according to the
                           amortization rate over the firm term of the lease.

                  3.       The Government reserves the right to 1) reduce the
                           Tenant Improvement requirements, 2) pay lump sum for
                           the overage upon completion and acceptance of the
                           improvements, or 3) increase the rent according to
                           the negotiated amortization rate over the firm term
                           of the lease.

1.11     PLANS WITH OFFER (SEP 2002)(TSA SEP 2002)
         All Plans submitted for consideration shall have been generated by a
         Computer Aided Design (CAD) program which is compatible with the latest
         release of AutoCAD. The required file extension is: DWG. Clean and
         purged files shall be submitted on 3-1/2-inch double-sided,
         high-density diskettes, or, if approved by the Contracting Officer, on
         CD-ROM. All submissions shall be accompanied with a written matrix
         indicating the layering standard to ensure that all information is
         recoverable. Preferred laying standard is A/A laying format long
         version. Plans shall include a proposed corridor pattern for typical
         floors and/or partial floors. All architectural features of the space
         shall be accurately shown.


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<PAGE>
1.12     NEGOTIATIONS (SEP 2000)(TSA OCT 2002)
         A.       Negotiations will be conducted on behalf of the Government by
                  the Contracting Officer, the Government Consultant, or the
                  Contracting Officer's designated representatives. The
                  Contracting Officer is named on the cover of this SFO. The
                  Government will negotiate rental price for the firm term and
                  any other aspect of the offer as deemed necessary.

         B.       The Offeror shall not enter into negotiations concerning the
                  space leased or to be eased with representatives of Federal
                  agencies other than the Contracting Officer or designee.

         C.       The Contracting Officer will conduct oral or written
                  negotiations with all Offerors that meet the requirements of
                  this SFO and are within the competitive range. The
                  competitive range will be established by the Contracting
                  Officer on the basis of cost or price and non-cost or price
                  factors as stated in this SFO and will include all of the most
                  highly rated proposals, unless the range is further reduced
                  for purposes of efficiency.

         D.       All Offerors will be provided a reasonable opportunity to
                  submit any cost or price, technical, or other revisions to
                  their offer that may result from the negotiations.
                  Negotiations will be closed with submission of final proposal
                  revisions ("Best and Final" offers).

1.13     PRICE EVALUATION (PRESENT VALUE)
         A.       If annual CPI adjustments in operating expenses are included,
                  the Offeror shall be required to submit the offer with the
                  total "gross" annual price per BOMA Office Area Square Foot
                  and a breakout of the "Base" price per BOMA Office Area Square
                  Foot for services and utilities (operating expenses) to be
                  provided by the Lessor. The "gross" price shall include the
                  "base" price.

         B.       The Offeror shall be required to submit plans and any other
                  information to demonstrate that the BOMA rentable space yields
                  ANSI/BOMA Office Area space within the required ANSI/BOMA
                  Office Area range. The Government will verify the amount of
                  ANSI/BOMA Office Area square footage and will convert the
                  rentable prices offered to ANSI/BOMA Office Area prices, which
                  will subsequently be used in the price evaluation.

         C.       If the offer includes annual adjustments in operating
                  expenses, the base price per ANSI/BOMA Office Area square foot
                  from which adjustments are made will be the base price for the
                  term of the lease, including any option periods.

         D.       Evaluation of offered prices will be on the basis of the
                  annual price per ANSI/BOMA Office Area square foot, including
                  any option periods. The Government will perform present value
                  price evaluation by reducing the prices per ANSI/BOMA Office
                  Area square foot to a composite annual ANSI/BOMA Office Area
                  square foot price, as follows:

                  1.       Parking and wareyard areas will be excluded from the
                           total square footage but not from the price. For
                           different types of space, the gross annual per square
                           foot price will be determined by dividing the total
                           annual rental by the total square footage minus these
                           areas. For parking, the Government requires two
                           prices for the parking requirement as follows: one
                           price per each parking space offered, and one price
                           for TSA to use the entire garage. For evaluation
                           purposes, the Government will evaluate the price for
                           the minimum Government requirement for parking.

                  2.       If annual adjustments in operating expenses will not
                           be made, the gross annual per square foot price will
                           be discounted annually at 8 percent to yield a gross
                           present value cost (PVC) per square foot.

                  3.       If annual adjustments in operating expenses will be
                           made, the annual per square foot price, minus the
                           base cost of operating expense, will be discounted
                           annually at 5.1 percent to yield a net PVC per square
                           foot. The operating expenses will be both escalated
                           at 2.1 percent compounded annually and discounted
                           annually at 5.1 percent, then added to the net PVC to
                           yield the gross PVC.

                  4.       To the gross PVC will be added:

                           a.       The cost of Government-provided services not
                                    included in the rental escalated at 4
                                    percent compounded annually and discounted
                                    annually at 8 percent.

                           b.       The annualized (over the full term) per
                                    ANSI/BOMA Office Area square foot cost of
                                    any items which are to be reimbursed in a
                                    lump sum payment. (The cost of these items
                                    is present value; therefore, it will not be
                                    discounted.)

                           c.       The cost of relocation for furniture,
                                    telecommunications, replication costs, and
                                    other move-related costs, if applicable.

                           d.       Cost of general contractor's overhead and
                                    profit (OH&P) and any developers project
                                    management fees, as a percentage of total
                                    improvements costs based on a $40.00 per
                                    square foot Tenant Improvement Allowance. In
                                    no event shall the Government pay more than
                                    a total of 16% for all fees that are related
                                    to construction, including but not limited
                                    to the General Owners Fee, General
                                    Contractors General Conditions Overhead and
                                    Profit, Construction Management Fee, and
                                    Project Management Fee. The Architects Fee
                                    is not included in the 16%. The Government
                                    reserves the right to reject a General
                                    Contractor or negotiate the General
                                    Contractor's Fee.

                           e.       The total rental payment for Phase I. If
                                    rental for Phase I space is different from
                                    phases 2 and 3, indicate as an addendum to
                                    Attachment 1.

                  5.       Free rent shall be discounted and evaluated in
                           the year in which it is offered.

                  6.       The sum of either subparagraphs 2 and 4 or
                           subparagraphs 3 and 4 less 5 will be the per
                           ANSI/BOMA Office Area square foot present value of
                           the offer for price evaluation purposes.


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<PAGE>
                  7.       For purposes of evaluation, the Government, at its
                           sole discretion, retains the right to decide what
                           portion of the estimated tenant improvement allowance
                           is used for price evaluation purposes and lease
                           award.

1.14     HISTORIC PREFERENCE, GSAR 552.270-2 (VARIATION)(SEP 1999)
         A.       Preference will be given to Offerors of space in buildings in,
                  or formally listed as eligible for inclusion in, the National
                  Register of Historic Places, and to historically-significant
                  buildings in historic districts listed in the National
                  Register. Such preference will be extended to historic
                  buildings and will result in award if:

                  1.       The offer for space meets the terms and conditions of
                           this SFO as well as any other offer received (It is
                           within the discretion of the Contracting Officer to
                           accept alternatives to certain architectural
                           characteristics and safety features defined elsewhere
                           in this SFO to maintain the historical integrity of
                           the building, such as high ceilings, wooden floors,
                           etc.) and

                  2.       The rental is no more than 10 percent higher, on a
                           total annual square foot (ANSI/BOMA Office Area) cost
                           to the Government, than the lowest otherwise
                           acceptable offer.

         B.       If more than one offer of an historic building is received and
                  they meet the above criteria, an award will then be made to
                  the lowest priced historic property offered.

1.15     AWARD (JAN 1997)
         A.       After conclusion of negotiations, the Contracting Officer will
                  require the Offeror selected for award to execute the proposed
                  lease prepared by the Government which reflects the proposed
                  agreement of the parties.

         B.       The proposed lease shall consist of:

                  1.       Standard Form 2, U.S. Government Lease for Real
                           Property,

                  2.       required clauses,

                  3.       required certifications and representations,

                  4.       the pertinent provisions of the offer, and

                  5.       the pertinent provisions of the SFO.

         C.       The acceptance of the offer and award of the lease by the
                  Government occurs upon notification of unconditional
                  acceptance of the offer or execution of the lease by the
                  Contracting Officer and mailing or otherwise furnishing
                  written notification or the executed lease to the successful
                  Offeror.

         D.       By initialing below, Offerors understand and agree to make
                  their offers in response to solicitation DTSA20-02-R-00528
                  good until ninety (90) days after submission of Best and Final
                  Offers (BAFO).



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<PAGE>
1.16     LABOR STANDARDS (SEP 2000)
         A.       If an Offeror proposes to satisfy the requirements of this SFO
                  through the construction of a new building or the complete
                  rehabilitation or reconstruction of an existing building, and
                  the Government will be the sole or predominant tenant such
                  that any other use of the building will be functionally or
                  quantitatively incidental to the Government's use and
                  occupancy, the following Federal Acquisition Regulation (FAR)
                  clauses shall apply to work performed in preparation for
                  occupancy and use of the building by the Government. Full text
                  versions of these clauses are available upon request from the
                  Contracting Officer. Full text versions are also available at
                  the following web site: http;//www.emet.gov/far/

                  52.222-4  Contract Work Hours and Safety Standards Act -
                            Overtime Compensation

                  52.222-6  Davis-Bacon Act

                  52.222-7  Withholding of Funds

                  52.222-8  Payrolls and Basic Records

                  52.222-9  Apprentices and Trainees

                  52.222-10 Compliance with Copeland Act Requirements

                  52.222-11 Subcontracts (Labor Standards)

                  52.222-12 Contract Termination-Debarment

                  52.222-13 Compliance with Davis-Bacon and Related Act
                            Regulations

                  52.222-14 Disputes Concerning Labor Standards

                  52.222-15 Certification of Eligibility



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<PAGE>
2.0      AWARD FACTORS

2.1      AWARD FACTORS (JAN 1997)(TSA SEP 2002)

         A.       Best Value Selection:
                  This procurement shall be conducted utilizing Best Value
                  Selection (BVS), which seeks to select an offer based on the
                  best combination of technical merit and price reasonableness
                  -- i.e., "best value." "Best Value" is defined as the
                  procurement process that results in the most advantageous
                  acquisition decision for the Government and is performed
                  through an integrated assessment and trade-off analysis
                  between the non-cost/price factors and the cost/price factor.
                  While the Government evaluation team and the Selection
                  Official will strive for maximum objectivity, the selection
                  process, by its nature, is subjective and, therefore
                  professional judgment is implicit throughout the entire
                  process.

                  The Government reserves the right to award a contract on the
                  basis of the initial offers received without discussion.
                  Proposals should be submitted initially on the most favorable
                  terms from a price and technical standpoint that the Offeror
                  can submit to the Government.

                  Advisors who are not Federal Government employees may assist
                  in the evaluation and provide input regarding the offers.

         B.       Non-Cost/Price Factors

                  1.       Building Characteristics
                           Each offer will be evaluated based on the following
                           building characteristics subfactors. The subfactors
                           below are listed in order of importance and each
                           subfactor will be evaluated on an adjectival basis.
                           The adjectival ratings are: Outstanding, Acceptable,
                           Marginal, and Unacceptable.

                           a.       The degree to which the building(s) meet or
                                    can be modified to meet TSA's requirements:

                                    i)       Security features - extent to which
                                             Level IV security requirements can
                                             be met
                                    ii)      IT infrastructure
                                    iii)     Electrical systems
                                    iv)      Quantity, quality and suitability
                                             of furniture, if any
                                    v)       Slab-to-slab height
                                    vi)      Finished floor-to-ceiling
                                             achievable

                           b.       Tenancy - Single occupancy of building(s) is
                                    preferable to sharing buildings with another
                                    tenant(s).

                           c.       Number of Buildings - One building is
                                    preferable to two buildings. Buildings side
                                    by side are better than buildings one block
                                    away, which is better than buildings 2
                                    blocks away, which is better than buildings
                                    3 blocks away.

                           d.       Space Efficiency - The degree to which the
                                    space offered is conducive to efficient
                                    layout and good utilization.

                           e.       Condition of Phase 1 Space.

                           f.       Parking - On-site parking is better than
                                    off-site parking. The ability to control
                                    entire parking facility is better than the
                                    ability to fence off part of the parking
                                    lot.

                           g.       Location Amenities - The greater the variety
                                    of amenities and the closer the amenities
                                    to the building site the better.

                  2.       Experience and Past Performance Factor
                           The Government will evaluate the Offeror's
                           experience and past performance as a Lessor to the
                           Government or to other commercial or non-commercial
                           entities of buildings of a size and complexity
                           comparable to TSA's requirement. The objective of
                           the evaluation is to develop insight into the
                           Offeror's relative capability and history of
                           providing quality services at a reasonable price,
                           adherence to schedules, its history of reasonable
                           and cooperative behavior, and its commitment to
                           customer satisfaction. Offerors are cautioned that
                           in conducting the past performance evaluation, the
                           Government may use data provided by the Offeror in
                           its proposal and data obtained from other sources.
                           While the Government may elect to consider data
                           obtained from other sources, the burden of providing
                           complete information remains with the Offeror.
                           Experience and Past Performance factor will be
                           evaluated on an adjectival basis. The adjectival
                           ratings are: Outstanding, Acceptable, Marginal, and
                           Unacceptable.

         C.       Cost/Price Factor

                           The Offeror's cost/price will be evaluated in
                           accordance with the SFO provision entitled, "Price
                           Evaluation (Present Value)." The cost/price factor
                           will be evaluated separately from the Non Cost/Price
                           Factors. The cost/price factor will not be
                           adjectively rated. The Offeror's total evaluated
                           price will be assessed for reasonableness, and
                           realism. Reasonableness and realism will be
                           established by the existence of adequate price
                           competition and/or by comparing all, or a
                           representative sample of the proposed prices/costs,
                           to industry average rates and/or rates from other
                           contracts for similar work, etc.


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<PAGE>
3.0      MISCELLANEOUS

3.1      SUBSEQUENT TENANT IMPROVEMENTS $100,000 OR LESS (SEP 2000)
         A.       The Lessor may be requested to provide alterations during the
                  term of the lease. Alterations will be ordered by issuance of
                  GSA Form 276, Supplemental Lease Agreement, GSA Form 300,
                  Order for Supplies or Services, or a Tenant Agency-approved
                  form. The two clauses from GSA Form 3517, General Clauses,
                  552.232-25, Prompt Payment (Deviation FAR 52.232-25), and
                  552.232-70, Invoice Requirements, apply to orders for
                  alterations. All orders are subject to the terms and
                  conditions of this lease.

         B.       Orders may be placed by the Contracting Officer or Tenant
                  Agency officials when specifically authorized to do so by the
                  Contracting Officer. The Contracting Officer will provide the
                  Lessor with a list of Tenant Agency officials authorized to
                  place orders and will specify any limitations on the authority
                  delegated to Tenant Agency officials. The Tenant Agency
                  officials are not authorized to deal with the Lessor on any
                  other matters.

         B.       Payments for alterations ordered by the Tenant Agency will
                  be made directly by the Tenant Agency placing the order.

3.2      TAX ADJUSTMENT (SEP 2000)

         A.       Real estate taxes, as referred to in this paragraph, are only
                  those taxes which are assessed against the building and/or the
                  land upon which the building is located, without regard to
                  benefit to the property, for the purpose of funding general
                  Government services. Real estate taxes shall not include,
                  without limitation, general and/or special assessments,
                  business improvement district assessments, or any other
                  present or future taxes or governmental charges that are
                  imposed upon the Lessor or assessed against the building
                  and/or the land upon which the building is located.

         B.       Base year taxes as referred to in this paragraph are 1) the
                  real estate taxes for the first 12-month period coincident
                  with full assessment or 2) may be an amount negotiated by the
                  parties that reflects an agreed upon base for a fully assessed
                  value of the property.

         C.       The term "full assessment" as referred to in this paragraph
                  means that the taxing jurisdiction has considered all
                  contemplated improvements to the assessed property in the
                  valuation of the same. Partial assessments for newly
                  constructed projects or for projects under construction,
                  conversion, or renovation will not be used for establishing
                  the Government's base year for taxes.

         D.       The Lessor shall furnish the Contracting Officer with copies
                  of all notices which may affect the valuation of said land and
                  buildings for real estate taxes thereon, as well as all
                  notices of a tax credit, all tax bills, and all paid tax
                  receipts, or where tax receipts are not given, other similar
                  evidence of payment acceptable to the Contracting Officer
                  (hereinafter, evidence of payment), and a proper invoice (as
                  described in GSA Form 3517, General Clauses, 552.232-75,
                  Prompt Payment) of the tax adjustment including the
                  calculation thereof, for each year that real estate taxes are
                  incurred during the lease term or any extension thereof. All
                  such documents are due within 10 calendar days of receipt
                  except that the proper invoice and evidence of payment shall
                  be submitted within 60 calendar days after the date the tax
                  payment is due from the Lessor to the taxing authority.
                  FAILURE TO SUBMIT THE PROPER INVOICE AND EVIDENCE OF PAYMENT
                  WITHIN SUCH TIME FRAME SHALL BE A WAIVER OF THE RIGHT TO
                  RECEIVE PAYMENT RESULTING FROM AN INCREASED TAX ADJUSTMENT
                  UNDER THIS PARAGRAPH.

         E.       The Government shall 1) make a single annual lump-sum payment
                  to the Lessor for its share of any increase in real estate
                  taxes during the lease term over the amount established as the
                  base year taxes or 2) receive a rental credit or lump sum
                  payment for its share of any decreases in real estate taxes
                  during the lease term below the amount established as the base
                  year taxes. The amount of lump sum payment or rental credit
                  shall be based upon evidence of valuation and payment
                  submitted by the Lessor to the Contracting Officer in
                  accordance with subparagraph D.

                  1.       In the event of an increase in taxes over the base
                           year, the Lessor shall submit a proper invoice of the
                           tax adjustment including the calculation thereof
                           together with evidence of payment to the Contracting
                           Officer. THE GOVERNMENT SHALL BE RESPONSIBLE FOR
                           PAYMENT OF ANY TAX INCREASE OVER THE BASE YEAR TAXES
                           ONLY IF THE PROPER INVOICE AND EVIDENCE OF PAYMENT IS
                           SUBMITTED BY THE LESSOR WITHIN 60 CALENDAR DAYS AFTER
                           THE DATE THE TAX PAYMENT IS DUE FROM THE LESSOR TO
                           THE TAXING AUTHORITY. The due date for making payment
                           shall be the 30th calendar day after receipt of
                           evidence of payment by the Contracting Officer or the
                           30th calendar day after the anniversary date of the
                           lease, whichever is later. If the lease terminates
                           before the end of a tax year, payment for the tax
                           increase due as a result of this section for the tax
                           year will be prorated based on the number of days
                           that the Government occupied the space. No increase
                           will be paid, due, or owing unless all evidence of
                           valuation and payment has been previously submitted
                           to the Contracting Officer. The Government's payment
                           for its share of real estate taxes shall not include
                           any late charges, interest, or penalties imposed by
                           the taxing authority as a result of the Lessor's
                           delinquency in paying such taxes or charges.

                  2.       In the event of a decrease in taxes from the base
                           year, or in the event of any refund or tax deduction,
                           the Lessor shall notify the Contracting Officer in
                           accordance with subparagraph D. The Government shall
                           be entitled to, and shall receive a credit for, the
                           prorata reduction in taxes applicable to the premises
                           encumbered by this lease, regardless of whether the
                           Government has made a tax payment for that year. The
                           Government's share of the credit will be determined
                           in accordance with subparagraph F and shall be taken
                           as a deduction from the rent. Any credit due the
                           Government after the expiration or earlier
                           termination of the lease (including, but not limited
                           to, credits resulting from a decrease in taxes
                           pursuant to a tax credit due the Lessor; a reduction
                           in the tax assessment; or a tax appeal proceeding for
                           a year of the lease, or portion thereof) shall be
                           made by a lump sum payment to the Government or as a
                           rental credit to any succeeding lease as determined
                           by the Contracting Officer. The Lessor shall remit
                           any lump sum payment to the Government within 15
                           calendar days of payment by the taxing authority to
                           the Lessor or the Lessor's designee. If the credit
                           due to the Government is not paid by the due date,
                           interest shall accrue on the late payment at the rate
                           established by the Secretary of the Treasury


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                           under Section 12 of the Contract Disputes Act of 1976
                           (United States Code 41 USC 611) that is in effect on
                           the day after the due date. The interest penalty
                           shall accrue daily on the amount of the credit and
                           shall be compounded in 30-day increments inclusive
                           from the first day after the due date through the
                           payment date. The Government shall have the right to
                           pursue the outstanding balance of any tax credit
                           using all such collection methods as are available to
                           the United States to collect debts. Such collection
                           rights shall survive the expiration of this lease.

         F.       The Government shall pay its share of tax increases or shall
                  receive its share of any tax decrease based on the ratio of
                  the BOMA rentable square feet occupied by the Government to
                  the total rentable square feet in the building or complex
                  (percentage of occupancy). For the purpose of this lease, the
                  Government's percentage of occupancy as of the date hereof is
                  ____TBD*____ percent based upon an occupancy of ____TBD*____
                  BOMA rentable square feet in a building of ____TBD*____ BOMA
                  rentable square feet. This percentage shall be subject to
                  adjustment to take into account additions or reductions of the
                  amount of space as may be contemplated in this lease or
                  amendments hereto. The block and lot/parcel or other
                  identification numbers for other property, building(s), and
                  parking areas(s) occupied under this lease are ____TBD*____.

         G.       The Government may direct the Lessor upon reasonable notice to
                  initiate a tax appeal, or the Government may decide to contest
                  the tax assessment on behalf of the Government and the Lessor
                  or for the Government alone. The Lessor shall furnish to the
                  Government information necessary for appeal of the tax
                  assessment in accordance with the filing requirements of the
                  taxing authority. If the Government decides to contest the tax
                  assessment on its own behalf or on behalf of the Government
                  and the Lessor, the Lessor shall cooperate and use all
                  reasonable efforts including, but not limited to, affirming
                  the accuracy of the documents, executing documents required
                  for any legal proceeding, and taking such other actions as may
                  be required. If the Lessor initiates an appeal on behalf of
                  the Government, the Government and the Lessor will enter into
                  an agreement to establish a method for sharing expenses and
                  tax savings.

                  (*TBD = To Be Determined)

3.3      PERCENTAGE OF OCCUPANCY
         The percent of the building occupied by the Government, for purposes
         of tax adjustments, will be established during negotiations.

3.4      OPERATING COSTS (NCR NOVEMBER 2001)

         A.       Beginning with the second year of the lease and each year
                  thereafter, the Government shall pay adjusted rent for changes
                  in costs for cleaning services, supplies, materials,
                  maintenance, trash removal, landscaping, water and sewer
                  charges, heating, electricity, and certain administrative
                  expenses attributable to occupancy. Applicable costs listed on
                  GSA Form 1217, Lessor's Annual Cost Statement, when negotiated
                  and agreed upon, will be used to determine the base operating
                  cost adjustments. The agreed-upon initial operating costs
                  shall be stated on the SF-2 or other lease document.

         B.       The amount of adjustment will be determined by multiplying the
                  base operating costs by the percent change in the revised
                  Consumer Price Index (CPI) for wage earners and clerical
                  workers, U.S. City average, all items figure, (1982-1984 =
                  100) published by the Bureau of Labor Statistics, U.S.
                  Department of Labor.

         C.       The first percent change will be computed by comparing the
                  index figure published for the month prior to the lease
                  commencement date with the index figure published for the
                  month before the anniversary date of the lease. For example, a
                  lease commencing in June of 2001 would use the index published
                  for May of 2001 and that figure would be compared with the
                  index published for May of 2002 to determine the percent
                  change.

         D.       Each successive adjustment shall use the percent difference
                  between the prior year index figure and the current year index
                  figure for the month before the next anniversary date of the
                  lease. In the example used, the second adjustment would
                  compare the CPI for May of 2002 with that of May of 2003 to
                  determine the percent change. The percent change shall be
                  applied to the escalated operating costs from the previous
                  year. For example, if the initial operating costs were $10,000
                  and the initial adjustment calculated under paragraph (C)
                  above were $250, then the operating costs to be used for the
                  second adjustment calculation would be $10,250.

         E.       Payment will be by permanently adding 1/12 of the adjustment
                  to the monthly installment of fixed rent. Rental adjustments
                  will be effective on the anniversary date of the lease.
                  Payment of the adjusted rental rate will become due (for
                  purposes of any interest due) on the first workday of the
                  second month following the publication of the CPI for the
                  month prior to the anniversary date (adjustment effective
                  date).

         F.       If the Government exercises an option to renew the lease term,
                  annual adjustments will continue in the manner described
                  above.

         G.       Change in base operating costs.






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                  1.       If a change in the operating costs occurs for such
                           things as commencement of daytime cleaning or
                           expansion of space (where the expansion space is
                           rented at the same rate as the original space),
                           annual adjustments shall be calculated separately on
                           the increase/decrease in operating costs. However,
                           such adjustment shall be effective only after the
                           increased costs have been in effect for at least one
                           year. Therefore, for expansions not ocurring on the
                           anniversary date of the lease, the adjustment shall
                           be due and payable on the anniversary date of the
                           lease following the first anniversary date of the
                           expansion. The first rent adjustment for the increase
                           in base operating costs shall be calculated by
                           comparing the CPI for the month before the effective
                           date of the change in base operating costs (such as
                           the expansion effective date) with the CPI for the
                           month before the lease anniversary date. For
                           subsequent adjustments, the increase in the base
                           operating costs shall be added to the other escalated
                           base operating costs and only one calculation shall
                           be made.

                  2.       In cases where an expansion of leased space occurs
                           and the expansion space is rented at a different rate
                           than the original space, the base operating costs
                           shall be reestablished in the Supplemental Lease
                           Agreement to take the additional space. The new base
                           operating costs shall be a prorated blend of the
                           escalated original base operating costs and the base
                           operating costs for the new space from the GSA Form
                           1217 for the new space. The CPI's shall continue to
                           be determined as specified in paragraph (D) above,
                           and operating cost rental adjustments shall continue
                           to be made on the anniversary date of the lease.

         H.       In the event of a decrease in the CPI during the occupancy
                  under the lease, the rental amount will be reduced
                  accordingly. The amount of such reduction will be determined
                  in the same manner as increases in the rent provided under
                  this clause.

         I.       The offer shall clearly state whether the rental is firm
                  throughout the term of the lease or if it is subject to annual
                  adjustment of operating costs as indicated above. If operating
                  costs will be subject to adjustment, those costs shall be
                  specified on GSA Form 1364, Proposal to Lease Space, contained
                  elsewhere in this SFO. Beginning with the second year of the
                  lease and each year thereafter, the Government shall pay
                  adjusted rent for changes in costs for cleaning services,
                  supplies, materials, maintenance, trash removal, landscaping,
                  water, sewer charges, heating, electricity, and certain
                  administrative expenses attributable to occupancy. Applicable
                  costs listed on GSA Form 1217, Lessor's Annual Cost Statement,
                  when negotiated and agreed upon, will be used to determine the
                  base rate for operating costs adjustment.

3.5      OPERATING COSTS BASE (SEP 2002)
         The base for the operating costs adjustment will be established during
         negotiations based upon ANSI/BOMA Office Area square feet.

3.6      ANSI/BOMA RENTABLE SQUARE FEET (SEP 2000) (TSA SEP 2002)
         For the purposes of this SFO, the Government recognizes the American
         National Standards Institute/Building Owners and Managers Association
         (ANSI/BOMA) international standard (Z65.1-1996) definition for rentable
         space.

3.7      ANSI/BOMA OFFICE AREA SQUARE FEET (NCR VARIATION (AUG 2002)) (TSA OCT
         2002)
         A. For the purposes of this SFO, the Government recognizes the American
            National Standards Institute/Building Owners and Managers
            Association (ANSI/BOMA) international standard (Z65.1-1996)
            definition for office area, which means "the area where a tenant
            normally houses personnel and/or furniture, for which a measurement
            is to be computed."

         B. ANSI/BOMA office area square feet shall be computed by measuring the
            area enclosed by the finished surface of the room side of corridors
            (corridors in place as well as those required by local codes and
            ordinances to provide an acceptable level of safety and/or to
            provide access to essential building elements) and other permanent
            walls, the dominant portion (refer to Z65.1) of building exterior
            walls, and the center of tenant-separating partitions. Where
            alcoves, recessed entrances, or similar deviations from the corridor
            are present, ANSI/BOMA office area square feet shall be computed as
            if the deviation were not present. For purposes of this
            solicitation, floor common area, including rest rooms, janitors
            closets, telephone and electrical closets, mechanical rooms,
            elevator lobbies, and public or fire safety egress corridors are not
            included as BOMA office area square feet.

3.8      COMMON AREA FACTOR (SEP 2000)
         If applicable, the Offeror shall provide the Common Area Factor (a
         conversion factor(s) determined by the building owner and applied by
         the owner to the ANSI/BOMA office area square feet to determine the
         rentable square feet for the offered space).

3.9      APPURTENANT AREAS
         The right to use appurtenant areas and facilities is included. The
         Government reserves the right to post Government rules and regulations
         where the Government leases space.

3.10     LIQUIDATED DAMAGES, GSAR 552.270-15 (SEP 1999)

         See paragraph 3.16.J.

3.11     VENDING FACILITIES (SEP 2000)
         A. Approximately 500 square feet of the ANSI/BOMA rentable space in
            Section 1.1 "Amount and Type of Space" will be used for the
            operation of a vending facility(ies) by the blind under the
            provisions of the Randolph-Sheppard Act (United States Code 20 USC
            107 et. seq.). The Government will control the number, kind, and
            locations of vending facilities and will control and receive income
            from all automatic vending machines. The Lessor is required to
            provide necessary utilities and to make related


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                  alterations. The cost of the improvements will be negotiated,
                  and payment will be made by the Government either on a
                  lump-sum basis or a rental increase.

         B.       The Government will assure that the facility(ies) does not
                  compete with other facilities having exclusive rights in the
                  building. The Offer shall advise the Government if such
                  rights exist.

3.12     ADJUSTMENT FOR VACANT PREMISES, GSA 552.270-16 (VARIATION)(SEP 1999)
         A.       If the Government fails to occupy any portion of the leased
                  premises or vacates the premises in whole or in part prior to
                  expiration of the term of the lease, the rental rate will be
                  reduced.

         B.       The rate will be reduced by that portion of the costs per
                  ANSI/BOMA Office Area square foot of operating expenses not
                  required to maintain the space. Said reduction shall occur
                  after the Government gives 30 calendar days prior notice to
                  the Lessor and shall continue in effect until the Government
                  occupies the premises or the lease expires or is terminated.

3.13     RELOCATION ASSISTANCE ACT (MAR 2002)
         A.       If an improved site is offered and new construction will
                  result in the displacement of individuals or businesses, the
                  successful Offeror shall be responsible for payment of
                  relocation costs for displaced persons in accordance with the
                  Uniform Relocation Assistance and Real Property Acquisition
                  Policies Act of 1970, as amended, and 49 CFR Part 24.

         B.       Offerors shall incorporate the cost of such assistance into
                  their shell rental rate.

         C.       The successful Offeror shall give TSA the name of the person
                  and agency to be providing the relocation assistance to site
                  tenants. In addition, the successful Offeror must provide
                  background information about the relocation agency and
                  references for which the relocation agent has performed
                  relocation assistance in the past. Depending upon the
                  complexity of the relocation project, Offerors may be required
                  to provide a relocation plan with final proposal revisions.

3.14     EVIDENCE OF CAPABILITY TO PERFORM (SEP 2000)(TSA OCT 2002)
         A.       AT THE TIME OF SUBMISSION OF OFFERS, THE OFFEROR SHALL SUBMIT
                  TO THE CONTRACTING OFFICER FOR EACH BUILDING BEING OFFERED:

                  1.       Satisfactory evidence of at least a conditional
                           commitment of funds in an amount necessary to prepare
                           the space. Such commitments shall be signed by an
                           authorized bank officer and at a minimum shall state:
                           amount of loan; term in years; annual percentage
                           rate; and length of loan commitment.

                  2.       The name of the proposed construction contractor, as
                           well as evidence of the contractor's experience,
                           competency, and performance capabilities with
                           construction similar in scope to that which is
                           required herein.

                  3.       Compliance with local zoning laws or evidence of
                           variances, if any, approved by the proper local
                           authority.

                  4.       Evidence of ownership or control of site(s).

                  5.       Satisfactory evidence that Offeror will be able to
                           deliver the appropriate amount of space in the
                           required timeframes, as defined in this SFO.

         B.       AFTER AWARD:
                  Within fourteen days after award, the successful Offeror shall
                  provide to the Contracting Officer evidence of:

                  1.       A firm commitment of funds in an amount sufficient
                           to perform the work.

                  2.       Provision of occupancy permit for initial occupancy
                           of Phase 1 space. (See Section 10.2).

                  3.       The license or certification to practice in the state
                           where the facility is located from the individual(s)
                           and/or firm(s) providing architectural and
                           engineering design services.

         C.       KEY PERSONNEL:

                  1.       The personnel listed below are considered essential
                           to the work being performed under this SFO. Before
                           removing, replacing, or diverting any of the listed
                           or specified personnel, the Lessor shall (1) notify
                           the Contracting Officer reasonably in advance and (2)
                           submit justification, including proposed
                           substitution, in sufficient detail to permit
                           evaluation of the impact on the work to be performed.

                  2.       The Lessor shall make no diversion without the
                           Contracting Officer's written consent; provided, that
                           the Contracting Officer may ratify in writing the
                           change, and that ratification shall constitute
                           Contracting Officer's consent required by this
                           section.

                  3.       The list of key personnel as specified below may,
                           with the consent of the contracting parties, be
                           amended from time to time during the course of the
                           lease to add or delete personnel.

                  4.       List of Key Personnel:

                                   Firm           Name           Title



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<PAGE>
                           TO BE PROPOSED BY OFFERORS


3.15     CONSTRUCTION SCHEDULE (TSA OCT 2002)
         A.       Within ten days after award of the lease contract, the
                  successful Offeror shall submit to the Contracting Officer a
                  tentative construction schedule giving the dates on which the
                  various phases of construction will be completed to coincide
                  with the Government's project approach as outlined in Section
                  10.2. The finalized schedule shall be submitted no later than
                  twenty days after award. The Lessor shall work with the
                  Government to establish the most expedient project delivery
                  for all phases.

         B.       The Schedule shall include timing for completion of design and
                  construction milestones including, but not limited to: 1)
                  submittal of preliminary plans and specifications; 2)
                  submittal of other working drawings; 3) issuance of a building
                  permit; 4) completed construction documents; 5) start of
                  construction; 6) completion of principal categories of work;
                  7) phased completion and availability for occupancy of each
                  portion of the Government-demised area (by floor, block, or
                  other appropriate category); and 8) final construction
                  completion.

         C.       Final agreed-upon design and construction schedule will be
                  incorporated into the lease through a Supplemental Lease
                  Agreement.

3.16     CONSTRUCTION SCHEDULE OF TENANT IMPROVEMENTS (SEP 2000)(TSA OCT 2002)

         A.       The construction schedule for Phase 2 and Phase 3 (see 10.2
                  for description of phases) shall commence upon lease award.
                  The schedule shall be divided into eight tasks for each phase.
                  These are: 1) the generation of the space plans; 2) the
                  generation of the design intent drawings; 3) the Government's
                  approval of the design intent drawings; 4) the Lessor's
                  generation of the Government's working/construction drawings;
                  5) the Government's review of the working/construction
                  drawings; 6) the Lessor's bidding of the construction
                  documents; 7) the Lessor's construction of the subject leased
                  area; 8) the Government's acceptance of the Lessor's
                  construction. Each of these tasks is detailed below.
                  References to working days shall be based upon a 5-day work
                  week (Monday through Friday, exclusive of Federal holidays).
                  References to "approval" shall mean such approval granted by
                  the Contracting Officer. During the construction schedule, the
                  Government requests regularly scheduled progress meetings and
                  requests that the Lessor keep meeting minutes of discussion
                  topics and attendance. During design and construction, the
                  Lessor may discover instances where the Government's
                  directives conflict. In such cases, the Lessor shall
                  immediately notify the Contracting Officer so that the
                  Government may issue a determination as to how to proceed
                  beyond the building shell.

         B.       SPACE PLAN LAYOUTS AND PROGRAM OF REQUIREMENTS
                  The Government shall prepare, at the Government's expense,
                  Space Plan Layouts. The Space Plan Layouts will consist of
                  final computer generated drawings to scale showing layouts of
                  furnishings and equipment with any special construction
                  notations. Space Plan Layouts and the Program of Requirements
                  shall be due from the Government within twenty (20) working
                  days after lease award for the Phase 2 first 100,000 square
                  feet delivery of space.

         C.       DESIGN INTENT DRAWINGS:

                  1.       The Lessor shall prepare, out of the Tenant
                           Improvement Allowance and provide to the Government,
                           for the Government's approval, design intent drawings
                           detailing the Tenant Improvements to be made by the
                           Lessor within the Government-demised area. The
                           Government shall use best efforts to coordinate the
                           provision of such information and details as required
                           by the Lessor's architect to complete such drawings
                           in a timely manner. Design intent drawings, for the
                           purposes of this lease, are defined as
                           fully-dimensioned drawings of the leased space which
                           include enough information to prepare construction
                           drawings and shall consist of: 1) furniture
                           locations, telephone and data outlet types and
                           locations; 2) specifications necessary for
                           calculation of electrical and HVAC loads; and 3) all
                           finish/color/signage selections. Design intent
                           drawings shall be due from the Lessor within twenty
                           (20) working days after receipt of the space plan
                           layouts and program of requirements from the
                           Government.

                  2.       Review. The Government retains the right to review,
                           approve, and request modifications (if necessary) to
                           the Lessor's design intent drawings prior to the
                           Lessor's commencement of working/construction
                           drawings. The Government's review and approval of the
                           drawings is limited as to the drawings' conformance
                           to the specific requirements of the SFO and the
                           agency's needs as they apply to the specific leased
                           space. The Government shall perform all reviews of
                           design intent drawings within fifteen (15) working
                           days of receipt of such from Lessor. If the
                           Government requires modifications to the design
                           intent drawings, the Government shall notify the
                           Lessor in writing and the Lessor shall incorporate
                           comments into the construction documents. Upon
                           approval of the design intent drawings, a notice to
                           proceed shall be transmitted to the Lessor, and the
                           Lessor shall commence working/construction drawings
                           for the space. At the sole discretion of the
                           Government, the Lessor may be required to submit a
                           budget proposal, based on the Tenant Improvements and
                           associated work as shown on the design intent
                           drawings. This budget proposal shall be completed
                           within ten (10) working days of the Government's
                           request. Delay of receipt of such proposal shall
                           result in a Lessor delay.

         D.       WORKING/CONSTRUCTION DRAWINGS:
                  The Lessor shall prepare, out of the Tenant Improvement
                  Allowance, final working/construction drawings for the
                  improvements illustrated on the Government-approved design
                  intent drawings. The working/construction drawings shall
                  include all mechanical, electrical, plumbing, fire safety,
                  lighting, structural, and architectural improvements scheduled
                  for inclusion into the Government-demised area.
                  Working/construction drawings shall also be annotated with all
                  applicable specifications. The resulting product shall reflect
                  requirements which are substantially the same as that
                  specified by the Government-approved design intent drawings
                  and shall incorporate neither extraneous additions nor
                  deletions of requirements. The Lessor's working/construction
                  drawings shall be due to the Government within twenty (20)
                  working days of the Government's approval of the design intent
                  drawings. Working/construction drawings shall clearly identify
                  1) Tenant Improvements already in place and 2) the work to be
                  done by the Lessor or others. The Government may also require
                  at the time of submission of working/construction drawings
                  that the Lessor submit a written price proposal along with
                  adequate cost and pricing data for any



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                  costs or credits to the Government which are beyond the scope
                  of the original SFO and its attachments. Any work shown on the
                  working/construction drawings which is building shell shall be
                  clearly identified as such.

         E.       REVIEW OF WORKING/CONSTRUCTION DRAWINGS:
                  The Government retains the right to review, and request
                  modifications (if necessary) to, the Lessor's
                  working/construction drawings prior to the Lessor's
                  commencement of interior construction. The Government's
                  review of the working/construction drawings is limited to the
                  working/construction drawings' conformance to the specific
                  requirements of the SFO and to the approved design intent
                  drawings. The Government shall perform all reviews of
                  working/construction drawings within fifteen (15) working days
                  of receipt from the Lessor. If the Government requires
                  modifications to the working/construction drawings, the
                  Government shall notify the Lessor in writing. The Lessor
                  shall have five (5) working days to cure all noted defects
                  before returning the working/construction drawings to the
                  Government for a subsequent five (5) working day review. Upon
                  complete Government review for conformance of the
                  working/construction drawings to the design intent drawings, A
                  NOTICE TO PROCEED SHALL BE TRANSMITTED TO THE LESSOR, and the
                  Lessor shall obtain the necessary permits and shall commence
                  construction of the space. Notwithstanding the Government's
                  review of the working/construction drawings, the Lessor is
                  solely responsible and liable for the technical accuracy of
                  the working/construction drawings in meeting all requirements
                  and provisions of the lease and the Government-approved design
                  intent drawings.

         F.       BIDDING PROCESS
                  At the Government's sole discretion, the Lessor shall:

                  1.       Provide cost and pricing data in conjunction with the
                           tenant alterations as specified by the Government in
                           Form 3517 per the terms and conditions noted therein
                           or,

                  2.       Provide a price based upon the results of a
                           competitive bid proposal process as follows:

                           a.       The scope of work includes the lease
                                    (including the SFO and all SFO attachments),
                                    the construction drawings/documents, and
                                    written specifications. In cases of
                                    discrepancies, the lease shall govern over
                                    any other documents. All differences will be
                                    resolved by the Contracting Officer in
                                    accordance with the terms and conditions of
                                    the lease.

                           b.       No building shell items shall be included in
                                    the competitive proposal.

                           c.       A minimum of three qualified sub-contractors
                                    must be invited to participate in the
                                    competitive proposal process. Each
                                    participant must compete independently in
                                    the process.

                           d.       Each submitted proposal must be reviewed by
                                    the Government. The Government reserves the
                                    right to determine if bids meet the scope of
                                    work, that the price is reasonable, and that
                                    the Offeror is qualified to perform the
                                    work.

                           e.       The Government may elect to be represented
                                    at all negotiation sessions between the
                                    Lessor and potential contractors.

                           f.       The Lessor must certify to the Government
                                    that best efforts have been made to obtain
                                    the most competitive prices possible, that
                                    the Lessor shall accept responsibility for
                                    all prices through direct contracts with all
                                    contractors, and that all performance
                                    specifications of the lease shall be met. A
                                    certification form, provided by the
                                    Government, shall accompany the final bid
                                    package.

                           g.       The Lessor shall complete the competition
                                    and the cost proposal process in 15 working
                                    days or less from the date of issuance of
                                    completed construction documents. The Lessor
                                    shall accompany the bids with a
                                    recommendation for selection and with a
                                    summary in spreadsheet format comparing the
                                    bidders' proposals and indicating the
                                    exceptions or variations proposed by the
                                    bidders.

                           h.       Once the Government determines that there is
                                    adequate competition, and upon the
                                    Government's acceptance of the Lessor's cost
                                    proposal based upon that competition
                                    (provided the Lessor selects the
                                    competition's lowest priced bid of a
                                    contractor qualified to perform the subject
                                    work), the Contracting Officer shall issue
                                    to the Lessor a Notice To Proceed within 10
                                    working days for the subject work, provided
                                    the cost is within the Government's budget
                                    for subject work. The NTP may be a partial
                                    or a complete NTP, and/or in the event the
                                    Lessor's cost proposals for the tenant
                                    alternation work exceeds the Government's
                                    budget, the Government may elect to have the
                                    working drawings be value engineered by the
                                    Lessor's construction and design team to
                                    meet the Government's budget. The cost of
                                    these modifications shall be paid by the
                                    Government.

                           i.       The Lessor shall manage and complete the
                                    work within the timeframe/cost requirements
                                    of the SFO and final contract.

         G.       CONSTRUCTION OF TENANT IMPROVEMENTS:
                  The Lessor shall construct all Tenant Improvements in
                  accordance with 1) the Government reviewed and approved
                  working/construction drawings and 2) all terms and conditions
                  of the SFO. The Lessor shall complete all Tenant Improvements
                  according to the Government approved project schedule and as
                  described in Section 10.2 and after receiving the notice to
                  proceed from the Government. The Lessor shall furnish a
                  detailed construction schedule (such as Critical Path Method)
                  to the Government within five (5) days of issuance of the
                  notice to proceed. Such schedule shall also indicate the dates
                  available for the Government contractors to install
                  telephone/data lines or equipment. The Government reserves the
                  right to access any space within the building during the
                  conduct of interior construction for the purposes of
                  performing inspections or for installing Government-furnished
                  equipment. The Government shall coordinate with the Lessor the
                  activity of Government contractors in order to minimize
                  conflicts with, and disruption to, other contractors on site.
                  Access shall not be denied to authorized Government officials
                  including, but not limited to, Government contractors,
                  subcontractors, or consultants acting on behalf of the
                  Government with regard to this project.





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         H.       DELAYS:
                  Delays by the city or county in issuance of a building permit
                  after Lessor has applied for a permit with all due diligence
                  and delays by city or county inspections in completing
                  inspections necessary to issue the Certificate of Occupancy
                  for the building will be considered excusable delays. Owner
                  agrees to provide the Government a copy of the application for
                  the permit.

                  Should either the Government or the Lessor fail to discharge
                  their responsibilities as defined herein within the time
                  allocated under this construction schedule, such shall
                  constitute "delay." Delay caused by either party may be offset
                  by the early completion of that party's other responsibilities
                  within the schedule. The absolute value of the number of days
                  of one party's delay minus the number of days of the remaining
                  party's delay shall equal the total number of days of delay
                  for a given stage of the schedule. Delay shall be attributable
                  to the party having caused the greatest number of days of
                  critical path delay and shall be termed either "Government
                  Delay" or "Lessor Delay" as appropriate.

                  If Government delay occurs, then the rent commencement date
                  shall be the same number of days earlier than the acceptance
                  date as the number of days of delay. Any rental paid by the
                  Government prior to actual occupancy shall be less the cost
                  for services and utilities (Base Cost of Services) of the
                  vacant premises. In any event, the Government will not be
                  required to accept space and commence rent prior to the
                  original date as indicated in the "Occupancy Date" paragraph
                  of the SFO, unless otherwise agreed to by the Government. Each
                  day of Lessor Delay will be subject to the Liquidated Damages
                  clause of this SFO and the "Default in Delivery" paragraph of
                  the GSA Form 3517. In all cases of delay, the Lessor is
                  required to promptly notify the Government of the delay and to
                  provide an assessment of the impact of each delay on the
                  overall project schedule/budget. Along with that notification,
                  the Lessor is required to provide the Government with a
                  recovery plan outlining options for minimizing the impact of
                  the delay.

         I.       ACCEPTANCE OF SPACE:
                  Thirty (30) days prior to the completion of interior
                  construction, the Lessor shall issue written notice to the
                  Government to inspect the space. The Government shall have
                  five (5) working days to inspect and to either accept or
                  reject the subject space. Substantial completion is defined as
                  space which is fully functional with stable power (including
                  standby) and HVAC, suitable for the Government to begin
                  installation, testing and start up of critical voice/data
                  network and security systems.

                           1. Space deemed Substantially Complete by the
                  Government will be accepted by the Government subject to the
                  completion of minor punch list items. Space which is not
                  deemed substantially complete by the Government will not be
                  accepted by the Government.

                  The phrase "Substantially Complete" shall mean that the tenant
                  improvements, the common and other areas of the building, and
                  all other things necessary for the Government's access to the
                  premises and occupancy, possession, use and enjoyment thereof,
                  as provided in this lease shall have been completed or
                  obtained, including all local Government reviews and
                  approvals, excepting only such minor matters as do not
                  interfere with or materially diminish such access, occupancy,
                  possession, use, or enjoyment.

                  Should the Government reject the Lessor's space as not
                  substantially complete as defined herein, the Lessor shall
                  immediately undertake remedial action, and when ready shall
                  issue a subsequent notice to inspect to the Government.

                           2. Before the Government will accept space, the
                  Lessor must provide to the Contracting Officer evidence of the
                  issuance of a building permit incorporating the construction
                  of required improvements.

         J.       RENT COMMENCEMENT:
                  The rent start date for Phase I shall be ten (10) working days
                  after the Government accepts the space from the Lessor. The
                  space must be in a condition that a Certificate of Occupancy
                  can be issued subject to the installation of furniture. No
                  rent will be paid for Phase I space after the Government has
                  vacated the space to move into renovated space. The rent
                  commencement date for Phase II and III shall be ten (10)
                  working days after the date of space acceptance by the
                  Government. However, if Government delay occurs, then the rent
                  commencement date shall be the same number of days earlier
                  than the acceptance date as the number of days of delay. Any
                  rental paid by the Government prior to actual occupancy shall
                  be less than the cost for services and utilities of the vacant
                  premises. Each day of Lessor Delay will increase the amount of
                  free rent after occupancy by the Government on a day for day
                  basis as liquidated damages per the "Default in Delivery"
                  paragraph of the Form 3517.

         K.       ESTABLISHMENT OF LEASE TERM:
                  The Government shall issue GSA Form 276, Supplemental Lease
                  Agreement, to establish the lease term after the acceptance of
                  all space. The lease commencement date shall not be prior to
                  the rent commencement date. The commencement date for the
                  lease term shall be the weighted average composite of all
                  incremental dates of phased acceptance of Phases II and III by
                  the Government.

3.17     PROGRESS REPORTS (SEP 2000)(TSA SEP 2002)
         After start of construction, the successful Offeror shall submit to the
         Contracting Officer, written weekly progress reports. Each report shall
         include information as to 1) percentage of the work completed by phase
         and trade; 2) a statement as to expected completion and occupancy date;
         3) changes introduced into the work; 4) analysis of changes to identify
         impact on cost/schedule and provision of a recovery plan and 5) general
         remarks on such items as material shortages, strikes, weather, etc.
         Such meetings shall be held at a location to be designated by the
         Government.

3.18     CONSTRUCTION INSPECTIONS (TSA SEP 2002)
         A.       Construction inspections will be made periodically by the
                  Contracting Officer and/or designated technical
                  representatives to review compliance with the SFO requirements
                  and the final working drawings.






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         B.  Periodic reviews, tests, and inspections by the Government are not
             to be interpreted as resulting in any approval of the Lessor's
             apparent progress toward meeting the Government's objectives but
             are intended to discover any information which the Contracting
             Officer may be able to call to the Lessor's attention to prevent
             costly misdirection of effort. The Lessor shall remain completely
             responsible for constructing, operating, and maintaining the
             building in full accordance with the requirements of this SFO.

3.19     REQUIRED PROOF OF AUTHORITY (NCR VARIATION (AUG 2002))

         As a condition of lease award, the Government will require one of
         the following forms of proof of signing authority before the
         Government executes the lease:

         A.  General Partnership -- Copy of Partnership Agreement

         B.  Limited Partnership -- Copy of Partnership Agreement or copy of
             current Certificate of Limited Partnership

         C.  Corporation -- Corporate Resolution certified by the Secretary of
             the Corporation or an Informal Action signed by the Board of
             Directors. The Resolution or Informal Action must approve the lease
             and indicate who has authority to sign for the corporation.

         D.  Joint Venture -- Copy of Joint Venture Agreement

         E.  Company -- Copy of formation document indicating who can bind the
             company

3.20     BUSINESS IMPROVEMENT DISTRICTS (B.I.D.) (NCR VARIATION (AUG 2002)) (IF
         APPLICABLE)

         A.  For purposes of this solicitation:

             1.  "BID" means a Business Improvement District, Special
                 Improvement District, or other specifically defined
                 geographical area within a taxing jurisdiction, organized and
                 registered pursuant to enabling legislation promulgated by a
                 State or local government, within which properties are
                 assessed, charged or taxed solely by virtue of their location
                 within the given area and in support of services or projects
                 located solely within the area.

             2.  "Building" means the building(s) within which space is provided
                 to the Government under the Lease, together with the land upon
                 which the building is located.

             3.  "Lessor's BID Assessment" means charges, assessments or taxes
                 levied against Lessor and/or a Building, expressed as a fixed
                 sum per Building, solely by virtue of the Building being
                 located within a BID.

         B.  The Government agrees, when applicable, to make a single annual
             lump sum payment to the Lessor for its share of increases in
             Lessor's BID Assessment over the base year. For purposes of this
             clause, the base year amount of Lessor's BID Assessment will be
             determined as the amount in the calendar year in which lease
             commences.

         C.  The Government's share of increases in Lessor's BID Assessment
             shall be based upon the ratio of the ANSI/BOMA Office Area square
             feet occupied by the Government to the total ANSI/BOMA Office Area
             square feet of office and retail space in the Building (percentage
             of occupancy). Square footage related to parking will not be
             included in determining the Government's percentage of occupancy.
             At the Contracting Officer's sole discretion, the Government may
             pay its share of increases in Lessor's BID Assessment based upon
             the ratio of the assessed value of the space leased by the
             Government to the total assessed value of the Building. For
             purposes of this clause, the Government's percentage of occupancy
             is stated in the clause of this lease entitled "Tax Adjustment".

         D.  The Lessor shall furnish the Government with copies of all bills
             reflecting Lessor's BID Assessment and evidence of payment of such
             Lessor's BID Assessment by the Lessor. Evidence of payment must be
             submitted to the Government within 60 calendar days of the date
             that payment is due. Failure by Lessor to submit evidence of
             payment as provided in this paragraph shall act as a waiver of
             Lessor's right to receive payment under this clause.



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4.0      GENERAL ARCHITECTURE

4.1      QUALITY AND APPEARANCE OF BUILDING EXTERIOR (SEP 2000)

         The space offered shall be located in a modern office building with a
         facade of stone, marble, brick, stainless steel, aluminum, or other
         permanent materials in good condition acceptable to the Contracting
         Officer. If not in a new office building, the space offered shall be in
         a building that has undergone, or will be complete by Phase 2 and Phase
         3 occupancy, first class restoration or adaptive reuse for office space
         with modern conveniences. If the restoration work is underway or
         proposed, then architectural plans acceptable to the Contracting
         Officer shall be submitted as part of the offer. The building shall be
         compatible with its surroundings. Overall, the building shall project
         a professional and aesthetically-pleasing appearance including an
         attractive front and entranceway. The building shall have
         energy-efficient windows or glass areas consistent with the structural
         integrity of the building, unless not appropriate for intended use. The
         facade, downspouts, roof trim, and window casing shall be clean and in
         good condition.

         A.       Day lighting Requirements
                  1.    The building will have appropriate fenestration and
                  lighting controls to modulate daylight admittance and to
                  reduce electric lighting, while meeting the occupants'
                  lighting quality and quantity requirements.

4.2     CONSTRUCTION WASTE MANAGEMENT (SEP 2000)

        A.        Recycling construction waste means providing all services
                  necessary to furnish construction materials or wastes to
                  organizations which will employ these materials or wastes in
                  the production of new materials. Recycling includes required
                  labor and equipment necessary to separate individual
                  materials from the assemblies of which they form a part.

        B.        The Offeror shall submit to the Government a proposal to
                  dispose of or recycle construction waste. Where the small
                  quantity of material, the extraordinarily complex nature of
                  the waste disposal method, or prohibitive expense for
                  recycling would represent a genuine hardship, the Government
                  may permit alternative means of disposal. This requirement
                  shall also apply to subsequent alterations under the lease.

        C.        The Lessor shall recycle the following items during both the
                  demolition and construction phases of the project, subject to
                  economic evaluation and feasibility:

                  1.    ceiling grid and tile;

                  2.    light fixtures, including proper disposal of any
                        transformers, ballasts, and fluorescent light bulbs;

                  3.    duct work and HVAC equipment;

                  4.    wiring and electrical equipment;

                  5.    aluminum and/or steel doors and frames;

                  6.    hardware;

                  7.    drywall;

                  8.    steel studs;

                  9.    carpet, carpet backing, and carpet padding;

                  10.   wood;

                  11.   insulation;

                  12.   cardboard packaging;

                  13.   pallets;

                  14.   windows and glazing materials;

                  15.   all miscellaneous metals (as in steel support frames for
                        filing equipment); and

                  16.   all other finish and construction materials.

        D.        If any waste materials encountered during the demolition or
                  construction phase are found to contain lead, asbestos,
                  polychlorinated biphenyls (PCB's) (such as fluorescent lamp
                  ballasts), or other harmful substances, they shall be handled
                  and removed in accordance with Federal and state laws and
                  requirements concerning hazardous waste.

        E.        In addition to providing "one-time" removal and recycling of
                  large-scale demolition items such as carpeting or drywall, the
                  Lessor shall provide continuous facilities for the recycling
                  of incidental construction waste during the initial
                  construction.

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         F.       Construction materials recycling records shall be maintained
                  and shall be accessible to the Contracting Officer. Records
                  shall include materials recycled or landfilled, quantity, date
                  and identification of hazardous wastes.



4.3      EXISTING FIT-OUT, SALVAGED, OR RE-USED BUILDING MATERIAL (SEP 2000)
         (TSA SEP 2002)

         A.       Items and materials existing in the offered space, or to be
                  removed from the offered space during the demolition phase,
                  are eligible for reuse in the construction phase of the
                  project. The reuse of items and materials is preferable to
                  recycling them; however, items considered for reuse shall be
                  in refurbishable condition and shall meet the quality
                  standards set forth by the Government in this SFO. In the
                  absence of definitive quality standards, the Lessor shall
                  ensure that the quality of the item(s) in question shall meet
                  or exceed accepted industry or trade standards for first
                  quality commercial grade applications.

         B.       The Lessor shall submit a reuse plan to the Contracting
                  Officer. The Government will not pay for existing fixtures and
                  other Tenant Improvements accepted in place.


4.4      INDOOR AIR QUALITY DURING CONSTRUCTION (SEP 2000)(TSA SEP 2002)

         A.       The Lessor shall provide to the Government material safety
                  data sheets (MSDS) upon request for the following products
                  prior to their installation or use; adhesives, caulking,
                  sealants, insulating materials, fireproofing or fire stopping
                  materials, paints, carpets, floor and wall patching or
                  levelling materials, lubricants, clear finish for wood
                  surfaces, and janitorial cleaning products.

         B.       The Contracting Officer may eliminate from consideration
                  products with significant quantities of toxic, flammable,
                  corrosive, or carcinogenic material and products with
                  potential for harmful chemical emissions. Materials used often
                  or in large quantities will receive the greatest amount of
                  review.

         C.       All MSDS shall comply with Occupational Safety and Health
                  Administration (OSHA) requirements. The Lessor and its agents
                  shall comply with all recommended measures in the MSDS to
                  protect the health and safety of personnel.

         D.       To the greatest extent possible, the Lessor shall sequence the
                  installation of finish materials so that materials that are
                  high emitters of volatile organic compounds (VOC) are
                  installed and allowed to cure before installing interior
                  finish materials, especially soft materials that are woven,
                  fibrous, or porous in nature, that may absorb contaminants and
                  release them over time.

         E.       Where demolition or construction work occurs adjacent to
                  occupied space, the Lessor shall erect appropriate barriers
                  (noise, dust, odor, etc.) and take necessary steps to minimize
                  interference with the occupants. This includes maintaining
                  acceptable temperature, humidity, and ventilation in the
                  occupied areas during window removal, window replacement, or
                  similar types of work. If the Lessor uses any base building or
                  tenant improvement HVAC during construction, those systems
                  shall be cleaned and restored to like-new condition prior to
                  occupancy.

         F.       A final flush-out period of 48 hours to 72 hours shall be
                  provided before occupancy. The Lessor shall ventilate with 100
                  percent outside air at the recommended air change rate during
                  installation of materials and finishes. Refer to the latest
                  edition of American Society of Heating, Refrigerating, and Air
                  Conditioning Engineers, Inc. ANSI/(ASHRAE) Standard 62,
                  Ventilation for Acceptable Indoor Air Quality. If outside air
                  would cause unacceptable inside temperature levels, humidity
                  levels, and/or air quality, an alternate ventilation plan may
                  be submitted to the Contracting Officer for approval.


4.5      WORK PERFORMANCE (SEP 2000)

         All work in performance of this lease shall be done by skilled workers
         or mechanics and shall be acceptable to the Contracting Officer. The
         Contracting Officer retains the right to reject the Lessor's workers 1)
         if such are either unlicensed, unskilled, or otherwise incompetent or
         2) if such have demonstrated a history of either untimely or otherwise
         unacceptable performance in connection with work carried out in
         conjunction with either this contract or other Government or private
         contracts.

4.6      BUILDING SYSTEMS (JAN 1997)

         Whenever requested, the Lessor shall furnish at no cost to the
         Government a report by a registered professional engineer(s) showing
         that the building and its systems as designed and constructed will
         satisfy the requirements of this lease.


4.7      SPACE EFFICIENCY (SEP 2000)

         The design of the space offered shall be conducive to efficient layout
         and good utilization as determined by the Government at its sole
         discretion.


4.8      FLOOR PLANS AFTER OCCUPANCY (TSA SEP 2002)

         Within twenty (20) days after occupancy, as-built mylar reproducible
         full floor plans, architectural, mechanical, electrical, plumbing and
         structural scaled at 1/8" = 1'-0", showing the space under lease, as
         well as corridors, stairways, and core areas, and AutoCAD files with
         compliance to Section 4.9 shall be provided to the Contracting Officer.


4.9      CAD AS-BUILT FLOOR PLANS (SEP 2000) (NCR AAP VARIATION (AUG 2002))

         A.       Computer-Aided Design (CAD) files of as-built floor plans
                  showing the space under lease, as well as corridors,
                  stairways, and core areas, shall be provided to the
                  Contracting Officer at Lessor's cost and the Government shall
                  be entitled to a thirty (30) day inspection period within
                  which to evaluate the quality of the plans. In the event it is
                  determined within the thirty (30) day inspection period that
                  the plans are defective, the Lessor shall provide another set
                  of plans to replace the defective set. Any additional plans
                  will be at the cost of the Government. The plans shall have
                  been generated by a CAD program which is


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<PAGE>
                  compatible with the latest release of AutoCAD. The required
                  file extension is .DWG. Clean and purged files shall be
                  submitted on 3-1/2-inch double-sided, high-density diskettes
                  on CD-ROM. They shall be labeled with building name, address,
                  list of drawing(s), date of the drawings(s), and Lessor's
                  architect and phone number and conform to "PBS Standards for
                  CAD Deliverables." (OCT 2001) which are available by request
                  or on the web at http://www.gsa.gov/attachments/GSA
                  POLICIES/extpol/CADdeliverables 6.pdf. The Lessor's operator
                  shall demonstrate the submission on GSA equipment, if
                  requested by the Contracting Officer.

         B.       The Lessor shall be responsible to maintain CAD as-built floor
                  plans at the tenant's expense with each improvement project,
                  which occurs in the Government's space during occupancy. At
                  the time of each update, the Lessor will be responsible to
                  validate all measurements and construction features of the
                  space. In the event that the tenant has made build out
                  improvements to the space without the Lessor's knowledge or
                  consent, the Government will be responsible for the fair and
                  reasonable design fees to update the as-built drawings. No CAD
                  drawings, specifications or other documentation shall be
                  released to third parties without the written permission of
                  TSA. All as-builts are security sensitive documents and will
                  be secured and destroyed in an approved manner. Detailed
                  security diagrams will be counted for by individual copy,
                  stored in a locked container, and turned over to the TSA
                  security office when no longer required.


4.10     ANSI/BOMA CALCULATIONS AND PLANS (TSA SEP 2002)
         Offeror shall submit ANSI/BOMA Office Building Assignment Drawings that
         conform to "ANSI/BOMA Standard Method of Floor Measurement for Office
         Buildings" outlining Offeror's proposed TSA delineated area of office
         area, storage area and building common occupancy in offered buildings:

         A.       ANSI/BOMA Office Building Assignment Drawings shall be single
                  poly-line, color-coded or graphical delineated per each
                  ANSI/BOMA's Defined Summary of Areas that outlines the area of
                  space as defined per "ANSI/BOMA Standard Method of Floor
                  Measurement for Office Buildings" per floor. The Definition of
                  Areas that need to be graphically defined are Major Vertical
                  Penetrations, Useable Areas (Office Area, Store Area, and
                  Building Common Area) and Floor Common Areas.  Any floor
                  useable areas, building common or floor common that will not
                  be allowed or considered for TSA's use shall also be
                  identified and delineated.  This refers to space that will be
                  occupied by another tenant or the Lessor's Building
                  Management. These spaces shall be identified by name of
                  tenant; duration of occupancy in the space, and remaining
                  proposed occupancy of the space.

         B.       Each ANSI/BOMA's Defined Summary of Area that is outlined with
                  a single poly-line shall be color-coded or graphical
                  delineated per each Building Definitions of Areas, label all
                  Building Definitions of Areas by name, and actual square
                  footage per Building Definitions of space. Lettering shall be
                  not smaller than 12 inches in height for a 1/8" plan (1/8"
                  text height after plotting to scale).

         C.       Each floor shall have a color-coded or graphical delineated
                  legend of all Building Definition of Areas per floor. The
                  legend shall list the ANSI/BOMA's Defined Summary of Areas
                  indicating the square footage by each delineated and defined
                  area, and the percentage of the total defined area per the
                  buildings total offer.

         D.       Offeror shall submit three (3) color or black-line sets of
                  1/8"=1'-0" proposed ANSI/BOMA Office Building Assignment
                  Drawings to TSA and three (3) sets on an 11" x 17" color or
                  black-line format. The size of the ANSI/BOMA Office Building
                  Assignment Drawings sheet size should not exceed 30" x 42". If
                  the building floor plate does not fit the sheet format, then
                  one sheet shall be submitted with the 1/8"=1'-0" scale plans
                  and one plan showing the entire floor plate set at a
                  designated scale.

         E.       Title blocks per each plan shall indicate building name,
                  building address, floor, scale of drawing, a bar scale, date
                  issued, name of owner, address of owner, name and address of
                  company generating ANSI/BOMA Assignment Drawings, and sheet
                  numbers.

         F.       An Executive Summary spreadsheet on 11" x 17' format showing
                  the ANSI/BOMA Standard Method of Floor Measurement for Office
                  Buildings Assignment Drawings used on each floor.  The Global
                  Summary of Areas shall include the following columns: Floor,
                  Gross Building Area, Gross Measured Area, Major Vertical
                  Penetrations, Floor BOMA rentable Area, Space ID, Useable
                  Areas Floor Useable Area, Floor Common Area, Floor R/U Area,
                  Floor R/U Ratio, Basic BOMA rentable Areas, Building BOMA
                  rentable Area, Building R/U Ratio, BOMA rentable Area Total
                  BOMA rentable Area. Refer to ANSI/BOMA Z65.1-1996 ANSI/BOMA
                  Standard Method of Floor Measurement for Office Buildings
                  Global Summary of Areas for example of format and information
                  required.

         G.       All formatting shall comply with other SFO requirements for
                  AutoCAD generated plans.

         H.       Based on the Offeror's submitted ANSI/BOMA Office Building
                  Assignment Drawings; If the Government during the process of
                  evaluation of an offer, lease negotiations, or occupancy
                  discovers a site measurement or calculation with a difference
                  greater than 2% of what the Offeror submitted, the Offeror
                  shall pay for an independent, unbiased professional third
                  party to resolve the issue at no cost to the Government and
                  adjust any offer or lease to reflect the agreed upon results
                  measured and calculated results.

4.11     FLOORS AND FLOOR LOAD (SEP 2000)(TSA SEP 2002)
         All adjoining floor areas shall be 1) of a common level not varying
         more than 1/4 inch over a 10-foot, 0-inch horizontal run, in accordance
         with the American Concrete Institute standards, 2) non-slip, and 3)
         acceptable to the Contracting Officer. Underfloor surfaces shall be
         smooth and level.

         A.       Acceptable Structural Systems
                  1.       Open web steel joists are not acceptable as floor
                           framing.

         B.       Structural Bay Sizes
                  1.       Structural bay range of 18' x 18' to 40' x 40'
                           module.




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                                       24
<PAGE>
         C. Structural Design Criteria

            1.  Live loading to meet the more stringent of the following design
                criteria, applicable building codes or ANSI/ASCE 7-95:

                a.  Roof: 30 psf (minimum) Roof must have capability to support
                    the following:

                    i.    Satellite dish.

                    ii.   Antennas. (Provide clear and unobstructed radio signal
                          pathways)

                    iii.  Generator

                    iv.   Roof slab: must accommodate potential roof-mounted
                          equipment and window washing equipment-mounting
                          points.

                b.  Penthouse: 150 psf

                c.  Office floor slab: 80 psf +  20 psf partition load with a
                    minimum concentrated load of 2,000 lbs.

                d.  Mechanical floor slab: 125 psf; loading dock floor slab: 400
                    psf.

                e.  High density file areas: 150 psf. (To be paid out of tenant
                    improvement allowance).

                f.  Assume high-density file areas will comprise 4% of floor
                    area.

                g.  Written certification by registered professional engineer
                    may be required. Calculations and structural drawings may
                    also be required.


         2.  Floor framing systems.

             A. IN ACCORDANCE WITH ACI 117-90, FLOOR FINISH TOLERANCES (AS
                MEASURED WITH ASTM E 1155-87, STANDARD TEST METHOD FOR
                DETERMINING FLOOR FLATNESS AND LEVELNESS USING THE F NUMBER
                SYSTEM SHALL ACHIEVE A TEST AREA TOLERANCE OF FF=20 AND FL=15
                WITH A "MINIMUM LOCAL F NUMBER" OF FF-15 AND FL=12. OFFERORS WHO
                ARE UNABLE TO MEET THE FLOOR FINISH TOLERANCES DESCRIBED IN ACI
                117-90 AND ASTM E 1155-87 SHALL PROVIDE INFORMATION WITH REGARD
                TO HOW WELL THEIR FLOOR FINISH TOLERANCES MEET THESE STANDARDS.
                OFFICE SPACE MUST HAVE FLOOR TOLERANCES ACCEPTABLE TO THE
                CONTRACTING OFFICER.


4.12     EXITS AND ACCESS (SEP 1991)

         A. Vestibules shall be provided at public entrances and exits wherever
            weather conditions and heat loss are important factors for
            consideration. In the event of negative air pressure conditions,
            provisions shall be made for equalizing air pressure.

         B. Accessibility Requirements for Buildings and Facilities

            1.  A power-operated door shall be provided at each entrance to
                public and common use toilet rooms.

            2.  Stairs: all internal stairs used for existing and
                connecting/communicating shall meet the requirements of ANSI A
                117.1 Section 504.

            3.  Areas of rescue assistance: all buildings shall contain areas of
                rescue assistance that shall comply with the technical and scope
                requirements of ADA.

            4.  Maximum travel distance to closest toilet room from occupied
                space shall not exceed 300 walkable feet.


4.13 WINDOWS (SEP 2000) (NCR VARIATION (AUG 2002)) (TSA SEP 2002)

         A. Office space must have windows acceptable to the Contracting Officer
            in each exterior bay. All windows shall be weather-tight. Windows
            shall have a fixed sash.

         B. Operable windows that open shall be equipped with locks. Off-street,
            ground level windows and those accessible from fire escapes,
            adjacent roofs, and other structures that can be opened shall be
            fitted with a sturdy locking device.

4.14     ACCESSIBILITY (SEP 2000)

         The building, leased space, and areas serving the leased space shall
         be accessible to persons with disabilities in accordance with both the
         ADAAG (36 CFR Part 1191, App. A) and the UFAS (41 CFR Part 101-19.6,
         App. A). Where standards conflict, the more stringent shall apply.

4.15 LANDSCAPING (SEP 2000) (TSA SEP 2002)

         A. Where conditions permit, the site shall be landscaped for low
            maintenance and water conservation with plants that are either
            native or well-adapted to local growing conditions.

         B. Landscape management practices shall prevent pollution by:

            1.  employing practices which avoid or minimize the need for
                fertilizers and pesticides;

            2.  prohibiting the use of the 2, 4-Dichlorophenoxyacelic Acid
                (2,4-D) herbicide and organophosphates; and

            3.  composting/recycling all yard waste.

         C. The Lessor shall use landscaping products with recycled content as
            required by Environmental Protection Agency's (EPA's) Comprehensive
            Procurement Guidelines (CPG) for landscaping products. Refer to
            EPA's CPG web site, www.epa.gov/cpg.

         D. The Contracting Officer shall approve the landscaping to be
            provided.






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<PAGE>
5.0      ARCHITECTURAL FINISHES

5.1      RECYCLED CONTENT PRODUCTS (COMPREHENSIVE PROCUREMENT GUIDELINES)(SEP
         2000)
         A.       The Lessor shall comply to the extent feasible with the
                  Resource Conservation and Recovery Act (RCRA), Section 6002,
                  1976. The Lessor shall use recycled content products as
                  indicated in this SFO and as designated by the U.S.
                  Environmental Protection Agency (EPA) in the Comprehensive
                  Procurement Guidelines (CPG), 40 CFR Part 247, and its
                  accompanying Recovered Materials Advisory Notice (RMAN). The
                  CPG lists the designated recycled content products. EPA also
                  provides recommended levels of recycled content for these
                  products. The list of designated products, EPA's
                  recommendations, and lists of manufacturers and supplier of
                  the products can be found at the www.epa.gov/cpg/products.htm
                  web site.
         B.       The Offeror, if unable to comply with both the CPG and RMAN
                  lists, shall submit a request for waiver for each material to
                  the Contracting Officer with Initial offers. The request for
                  waiver shall be based on the following criteria.

                  1.       the cost of the recommended product is unreasonable;

                  2.       inadequate competition exists;

                  3.       items are not available within a reasonable period of
                           time; and

                  4.       items do not meet the SFO's performance standard.

5.2      ENVIRONMENTALLY PREFERABLE BUILDING PRODUCTS AND MATERIAL (SEP 2000)
         A.       The Lessor shall use environmentally preferable products and
                  materials where economically feasible. Environmentally
                  preferable products have a lesser or reduced effect on human
                  health and the environment when compared to other products and
                  services that serve the same purpose.

         B.       Refer to EPA's environmentally preferable products web site,
                  www.epa.gov/opptntr/epp. In general, environmentally
                  preferable products and materials do one or more of the
                  following:

                  1.       contain recycled material, are biobased, or have
                           other positive environmental attributes;

                  2.       minimize the consumption of resources, energy, or
                           water;

                  3.       prevent the creation of solid waste, air pollution,
                           or water pollution; and

                  4.       promote the use of non-toxic substances and avoid
                           toxic materials or processes.

5.3      LAYOUT, FINISHES, AND COLORBOARDS (SEP 2000)(TSA SEP 2002)
         A.       All building finishes shall be for first class, modern space.

         B.       The Lessor shall consult with the Contracting Officer prior to
                  developing a minimum of three color boards to include
                  coordinated samples of finishes for all interior elements such
                  as paint, wall coverings, base covering, carpet, window
                  treatments, laminates, and vinyl flooring. All samples
                  provided shall be in compliance with specifications set forth
                  elsewhere in this SFO. Required color boards shall be provided
                  within fifteen working days of the request for such by the
                  Contracting Officer. The color boards shall be approved by the
                  Contracting Officer prior to installation. Upon Government
                  review a selection of ONE color board shall be made within ten
                  working days, and unless otherwise specified prior to lease
                  award, the Offeror may assume that ONE color board will be
                  accepted for all finishes in the entire space under lease. No
                  substitutes may be made by the Lessor after the color board is
                  selected.

         C.       The Lessor will provide the Government with existing or
                  proposed base building finishes and specification so the
                  Government can coordinate tenant space design. Offeror shall
                  provide an architectural rendering or digital photographs of
                  the proposed or existing spaces as follows:

                         1.       Building Exterior.
                         2.       Building Main Lobby.
                         3.       Typical Elevator Lobby.
                         4.       Typical Restroom.
                         5.       Public Corridors.

5.4      WOOD PRODUCTS (SEP 2000)
         A.       For all new installations of wood products, the Lessor is
                  encouraged to use independently certified forest products. For
                  information on certification and certified wood products,
                  refer to the Forest Stewardship Council United States web site
                  (www.fscus.org/) or the Certified Forest Products Council web
                  site (www.certifiedwood.org/).

         B.       New installations of wood products used under this contract
                  shall not contain wood from endangered wood species, as listed
                  by the Convention on International Trade in Endangered
                  Species. The list of species can be found at the following web
                  site: www.certifiedwood.org/Resources/CITES/CITESContent.html.



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<PAGE>
         C.  Particle board, strawboard, and plywood materials shall comply with
             Department of Housing and Urban Development (HUD) standards for
             formaldehyde emission controls. Plywood materials shall not
             emit formaldehyde in excess of 0.2 parts per million (ppm), and
             particleboard materials shall not emit formaldehyde in excess of
             0.3 ppm.

5.5      ADHESIVES AND SEALANTS (SEP 2000)
         All adhesives employed on this project (including, but not limited to,
         adhesives for carpet, carpet tile, plastic laminate, wall coverings,
         adhesives for wood, or sealants) shall be those with the lowest
         possible VOC content below 20 grams per liter and which meet the
         requirements of the manufacturer of the products adhered or involved.
         The Lessor shall use adhesives and sealants with no formaldehyde or
         heavy metals.

5.6      INSULATION: THERMAL, ACOUSTIC, AND HVAC (SEP 2000)
         A. All insulation products shall contain recovered materials as
            required by EPA's CPG and related recycled content recommendations.

         B. No insulation installed with this project shall be material
            manufactured using chlorofluorocarbons (CFC's), nor shall CFC's be
            used in the installation of the product.

         C. All insulation containing fibrous materials exposed to air flow
            shall be rated for that exposure or shall be encapsulated.

         D. Insulating properties for all materials shall meet or exceed
            applicable industry standards. Polystyrene products shall meet
            American Society for Testing and Materials (ASTM) C578-91.

5.7      CEILINGS (SEP 2000)(TSA SEP 2002)
         A. Floor to Floor Heights
            1.  General office areas, 8' (in existing construction), bulkheads
                that reduce ceiling height below 8' are not acceptable; desired
                use of indirect light fixture.

            2.  Ceiling plenum clear space shall be sufficient for routing of
                duct work, sprinkler lines, lights, conduit, etc.

            3.  Main building entrance floor ceiling height minimum of 9'6".

         B. Prior to closing the ceiling, the Lessor shall coordinate with the
            Government for the installation of any items above the ceiling.

         C. Should the ceiling be installed in the Government-demised area prior
            to the Tenant Improvements, then the Lessor shall be responsible for
            all costs in regard to the disassembly, storage during alterations,
            and subsequent re-assembly of any of the ceiling components which
            may be required to complete the Tenant Improvements. The Lessor
            shall also bear the risk for any damage to the ceiling or any
            components thereof during the alterations.

         D. Ceilings shall be a flat plane in each room and shall be suspended
            with ample light fixtures and finished as follows unless an
            alternate equivalent is pre-approved by the Contracting Officer:


            1.  Restrooms. Plaster or pointed and taped gypsum board.

            2.  Offices and Conference Rooms. Mineral and acoustical tile or lay
                in panels with textured or patterned surface and regular edges
                or an equivalent pre-approved by the Contracting Officer. Tiles
                or panels shall contain recycled content.

            3.  Corridors and Eating/Galley Areas. Plaster or pointed and taped
                gypsum board or mineral acoustical tile.

         E. All newly installed building tiles must contain recycled
            materials.

5.8      WALL COVERINGS (SEP 2000)(TSA SEP 2002)
         A. BUILDING SHELL:
            1.  Physical Requirements.
                a.  Prior to occupancy, all restrooms within the building
                    common areas of the Government-occupied floors shall have 1)
                    ceramic tile in splash areas and 2) vinyl wall covering not
                    less than 13 ounces per square yard as specified in Federal
                    Specification (FS) CCC-W-408C on remaining wall areas or an
                    equivalent pre-approved by the Contracting Officer.

                b.  Prior to occupancy, all elevator areas which access the
                    Government-demised area and hallways accessing the
                    Government-demised area shall be covered with vinyl wall
                    coverings not less than 22 ounces per square yard as
                    specified in FS CCC-W-408C or an equivalent pre-approved by
                    the Contracting Officer.

            2.  Replacement. All wall covering shall be maintained in "like
                new" condition for the life of the lease. Wall covering shall be
                replaced or repaired at the Lessor's expense any time during the
                Government's occupancy if it is torn, peeling or permanently
                stained; the ceramic tile in the restrooms shall be replaced or
                repaired if it is loose, chipped, broken, or permanently
                discolored. All repair and replacement work shall be done after
                working hours.

         B. TENANT IMPROVEMENT INFORMATION:

            1.  In the event the Government chooses to install wall covering as
                part of the Tenant Improvement Allowance, the minimum standard
                is established as vinyl or polyolefin commercial wall covering
                weighting not less than 13 ounces per square yard as specified
                in FS CCC-W-408C or equivalent. The finish shall be pre-approved
                by the Contracting Officer.



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            2.  All wall covering in the Government-demised area shall be
                maintained in "like new" condition for the life of the lease.
                Repair or replacement of wall covering shall be at the Lessor's
                expense and shall include the moving and returning of
                furnishings, (except where wall covering has been damaged due to
                the negligence of the Government), any time during the occupancy
                by the Government if it is lorn, peeling, or permanently
                stained. All repair and replacement work shall be done after
                working hours.

         C. SAMPLES:
            1.  The Lessor shall provide at least three samples of each type of
                wall covering to be installed for selection by the Contracting
                Officer.


5.9      PAINTING (SEP 2000)
         A. BUILDING SHELL:
            1.  The Lessor shall bear the expense for all painting associated
                with the building shell. These areas shall include all common
                areas. Exterior perimeter walls and interior core walls within
                the Government-demised area shall be spackled and prime painted
                with low VOC primer. If any building shell areas are already
                painted prior to Tenant Improvements, then the Lessor shall
                repaint, at the Lessor's expense, as necessary during Tenant
                Improvements.

            2.  Public areas shall be painted at least every 3 years.


         B. TENANT IMPROVEMENT INFORMATION:
            1.  Prior to occupancy, all surfaces within the Government-demised
                area which are designated by the Government for painting shall
                be newly finished in colors acceptable to the Government.

            2.  Where feasible, reprocessed or consolidated latex paint with
                zero or low VOC shall be used in accordance with EPA's CPG on
                all painted surfaces. The type of paint shall be acceptable to
                the Contracting Officer. The Lessor shall follow the
                manufacturer's recommendations for the application and
                maintenance of all paint products.

            3.  Painted surfaces shall be repainted at the Lessor's expense,
                including the moving and returning of furnishings, any time
                during the occupancy by the Government if it is peeling or
                permanently stained, except where damaged due to the negligence
                of the Government. All work shall be done after normal working
                hours as defined elsewhere in this SFO.

            4.  If the Government desires cyclical repainting during the term of
                the lease, the cost will be borne by the Tenant Agency.

5.10     DOORS: EXTERIOR (SEP 2000)
         A. BUILDING SHELL:
            1.  Exterior doors shall be provided at the Lessor's expense unless
                explicitly requested by the Government in addition to those
                provided by the Lessor. Exterior doors shall be weather-tight
                and shall open outward. Hinges, pivots, and pins shall be
                installed in a manner which prevents removal when the door is
                closed and locked.

            2.  These doors shall have a minimum clear opening of 32" wide x 80"
                high (per leaf). Doors shall be heavy-duty, flush, 1) hollow
                steel construction, 2) solid-core wood, or 3) insulated tempered
                glass. As a minimum requirement, hollow steel doors shall be
                fully insulated, flush, #16-gauge hollow steel. Solid-core wood
                doors and hollow steel doors shall be at least 1-3/4 inches
                thick. Door assemblies shall be of durable finish and shall have
                an aesthetically-pleasing appearance acceptable to the
                Contracting Officer. The opening dimensions and operations shall
                conform to the governing building, fire safety, accessibility
                for the disabled, and energy codes and/or requirements.

            B.  Building Entrance and Exterior Doors

            1.  Weather tight vestibule or revolving door, equalized air
                pressure.

            2.  Commercial grade door and hardware, glazing clear safety glass
                that meets security requirements. If building entrance doors are
                integral to the design of the wall system, they shall be of
                equivalent performance, materials and aesthetics.

            3.  Weathertight, equipped with automatic door closures, minimum 3'
                wide by 7' high, meet accessibility requirements.

            4.  Hinges, pivots and pins installed to prevent removal when doors
                are closed and locked.

            5.  Service doors steel, weathertight, equipped with automatic door
                closures, minimum 3' wide by 7' high, wide peripheral peephole,
                meet accessibility requirements.

5.11     DOORS: SUITE ENTRY (SEP 2000)
         A. TENANT IMPROVEMENT INFORMATION:
            Suite entry doors shall be provided as part of the Tenant
            Improvements at the Government's expense and shall have a minimum
            clear opening of 32" wide by 84" high (per leaf). Doors shall meet
            the requirements of being a flush, solid-core, 1-3/4-inch thick,
            wood door with a natural wood veneer face or an equivalent
            pre-approved by the Contracting Officer. Hollow core wood doors are
            not acceptable. They shall be operable by a single effort and shall
            be in accordance with National Building Code requirements. Doors
            shall be installed in a metal frame assembly, finished with a
            semi-gloss oil based paint finish.

5.12     DOORS: INTERIOR (SEP 2000)
         A. TENANT IMPROVEMENT INFORMATION:
            Doors within the Government-demised area shall be provided as part
            of the Tenant Improvements at the Government's expense and shall
            have a minimum clear opening of 32" wide by 84" high. Doors shall
            meet the requirements of being a flush, solid-core, wood door with a
            natural wood veneer face or an equivalent pre-approved by the
            Contracting Officer. Hollow core wood doors are


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          not acceptable. They shall be operable with a single effort and shall
          be in accordance with National Building Code requirements. Doors shall
          be installed in a metal frame assembly, primed and finished with a low
          VOC semi-gloss oil based paint with no formaldehyde.

5.13  DOORS: HARDWARE (SEP 2000)
      A.  BUILDING SHELL:
          Doors shalt have door handles or door pulls with heavy-weight hinges.
          All doors shall have corresponding door stops (wall- or floor-mounted)
          and silencers. All public use doors and toilet room doors shall be
          equipped with kick plates. Exterior doors and all common area doors
          shall have automatic door closers. All building exterior doors shall
          have locking devices installed to reasonably deter unauthorized entry.
          Properly rated and labeled fire door assemblies shall be installed on
          all fire egress doors.

      B.  TENANT IMPROVEMENT INFORMATION:
          Doors shall have door handles or door pulls with heavy-weight hinges.
          All doors shall have corresponding door stops (wall- or floor-mounted)
          and silencers. All door entrances leading into the Government-demised
          area from public corridors and exterior doors shall have automatic
          door closers. Doors designated by the Government shall be equipped
          with 6pin tumbler cylinder locks, and strike plates. All locks shall
          be master keyed. The Government shall be furnished with at least two
          master keys for each lock.

5.14  DOORS: IDENTIFICATION (SEP 2000)
      A.  BUILDING SHELL:
          All signage required in common area unrelated to tenant identification
          shall be provided and installed at the Lessor's expense.

      B.  TENANT IMPROVEMENT INFORMATION:
          Door identification shall be installed in approved locations adjacent
          to office entrances as part of the Tenant Improvement Allowance. The
          form of door identification shall be approved by the Contracting
          Officer.

      C.  All signage shall meet ADAAG and UFAS requirements.


5.15  PARTITIONS: GENERAL (SEP 2000)
      A.  BUILDING SHELL:
          Partitions in public areas shall be marble, granite, hardwood,
          sheetrock covered with durable vinyl wall covering, or an equivalent
          pre-approved by the Contracting Officer.

5.16  PARTITIONS: PERMANENT (SEP 2000)
      A.  BUILDING SHELL:
          Permanent partitions shall extend from the structural floor slab to
          the structural ceiling slab. They shall be provided by the Lessor at
          the Lessor's expense as necessary to surround the Government-demised
          area, stairs, corridors, elevator shafts, toilet rooms, all columns,
          and janitor closets. They shall have a flame spread rating of 25 or
          less and a smoke development rating of 50 or less (ASTM E-84).
          Stairs, elevators, and other floor openings shall be enclosed by
          partitions and shall have the fire resistance required by National
          Fire Protection Association (NFPA) Standard 101, Life Safety Code.


5.17  PARTITIONS: SUBDIVIDING (SEP 2000)
      A.  BUILDING SHELL:
          Any demolition of existing improvements which is necessary to satisfy
          the government's layout shall be done at the Lessor's expense.

      B.  TENANT IMPROVEMENT INFORMATION:
          1.   Office subdividing partitions shall comply with applicable
               building codes and local requirements and shall be provided at
               the expense of the Government. Partitioning shall extend from the
               finished floor to the finished ceiling and shall be designed to
               provide a sound transmission class (STC) of 37. Partitioning
               shall be installed by the Lessor at locations to be determined by
               the Government drawings. They shall have a flame spread rating of
               25 or less and a smoke development rating of 50 or less (ASTM
               E-84).

          2.   HVAC shall be rebalanced. Sprinkler heads, building speaker
               system, fire alarms and lighting shall be repositioned, as
               appropriate, after installation of partitions to comply with
               national, state and local codes.

          3.   Partitioning requirements may be met with existing partitions if
               they meet the Government's standards and layout requirements.

5.18  FLOOR COVERING AND PERIMETERS (SEP 2000) (TSA SEP 2002)
      A.  BUILDING SHELL:
          1.   Exposed interior floors in primary entrances and lobbies shall be
               marble, granite, terrazzo, or an equivalent pre-approved by the
               Contracting Officer. Exposed interior floors in
               secondary entrances, elevator lobbies, and primary interior
               corridors shall be high-grade carpet, marble, granite, terrazzo,
               durable vinyl composite tile, or an equivalent pre-approved by
               the Contracting Officer. Resilient flooring, or an equivalent
               pre-approved by the Contracting Officer, shall be used in
               telecommunications rooms. Floor perimeters at partitions shall
               have wood, rubber, vinyl, marble, carpet base, or an equivalent
               pre-approved by the Contracting Officer.



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          2.   Terrazzo, unglazed ceramic tile, recycled glass tile, and/or
               quarry tile shall be used in all toilet and service areas unless
               another covering is pre-approved by the Contracting Officer.

      B.  CARPET - REPAIR OR REPLACEMENT:
          1.   Except when damaged by the Government, the Lessor shall repair or
               replace carpet at the Lessor's expense at any time during the
               lease term when:

               a.   backing or underlayment is exposed;

               b.   there are noticeable variations in surface color or texture;
                    or

               c.   tears and tripping hazards are present.

          2.   Repair or replacement shall include the moving and returning of
               furnishings. Work shall be performed after normal working hours
               as defined elsewhere in this SFO.

      C.  RESILIENT FLOORING - REPAIR OR REPLACEMENT:
          1.   Except when damaged by the Government, the Lessor shall repair or
               replace resilient flooring at the Lessor expense at any time
               during the lease term when:

               a.   It has curls, upturned edges, or other noticeable variations
                    in texture.

          2.   Repair or replacement shall include the moving and returning of
               furnishings. Work shall be performed after normal working hours
               as defined elsewhere in this SFO.

      D.  TENANT IMPROVEMENT INFORMATION:
          1.   Floor covering shall be either carpet or resilient flooring, as
               specified in the Government's drawings. Floor perimeters at
               partitions shall have wood, rubber, vinyl, carpet base, or an
               equivalent pre-approved by the Contracting Officer.

          2.   The use of existing carpet may be approved by the Contracting
               Officer; however, existing carpet shall be repaired, stretched,
               and cleaned before occupancy and shall meet the static buildup
               requirement for new carpet.

          3.   If the Government requires restrooms and/or shower rooms in the
               Government-demised area, floor covering shall be terrazzo,
               unglazed ceramic tile, and/or quarry tile.

      E.  INSTALLATION:
          Floor covering shall be installed in accordance with manufacturing
          instructions to lay smoothly and evenly.

      F.  SAMPLES:
          Finishes will be part of the construction documents. When floor
          covering is to be newly installed or changed, the Government will
          provide the Lessor with carpet sample selected. No substitutes may be
          made by the Lessor after sample selection.


5.19  CARPET: BROADLOOM (SEP 2000)
      A.  Any carpet to be newly installed shall meet the following
          specifications:

          1.   Pile Yarn Content. Pile yarn content shall be staple filament or
               continuous filament branded by a fiber producer (e.g., Allied,
               DuPont, Monsanto, BASF, Talisman Mills, woolblend), soil-hiding
               nylon, or wool nylon blends or polyethylene terephthalate (PET)
               resin.

          2.   Environmental Requirements. The Lessor shall use carpet that
               meets the "Green Label" requirements of the Carpet and Rug
               Institute unless an exception is granted by the Contracting
               Officer.

          3.   Carpet Pile Construction. Carpet pile construction shall be level
               loop, textured loop, level cut pile, or level cut/uncut pile.

          4.   Pile Weight. Pile weight shall be a minimum of 26 ounces per
               square yard for level-loop or textured-loop construction. Pile
               weight shall be a minimum weight of 32 ounces per square yard
               for level-cut/uncut construction.

          5.   Secondary Back. The secondary back shall be jute or synthetic
               fiber for glue-down installation.

          6.   Density. The density shall be 100 percent nylon (loop and cut
               pile) with a minimum of 4,000; other fibers, including blends and
               combinations with a minimum of 4,500.

          7.   Pile Height. The maximum pile height shall be 1/2 inch (13mm).
               Exposed edges of carpet shall be fastened to floor surfaces and
               shall have trim along the entire length of the exposed edge.

5.20  CARPET TILE (SEP 2000)
      A.  Any carpet to be newly installed shall meet the following
          specifications:

          1.   Pile Yarn Content. Pile yarn content shall be staple filament or
               continuous filament branded by a fiber producer (e.g., Allied,
               DuPont, Monsanto, BASF, soil-hiding nylon or polyethylene
               terephthalate (PET) resin.






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<PAGE>

          2.   Environmental Requirements. The Lessor shall use carpet that
               meets the "Green Label" requirements of the Carpet and Rug
               Institute unless an exception is granted by the Contracting
               Officer.

          3.   Carpet Pile Construction Carpet pile construction shall be tufted
               level loop, level cut pile, or level cut/uncut pile.

          4.   Pile Weight. Pile weight shall be a minimum of 26 ounces per
               square yard for level loop and cut pile. Pile weight shall be a
               minimum of 32 ounces per square yard for plush and twist.

          5.   Secondary Back. The secondary back shall be polyvinyl chloride,
               ethylene vinyl acetate, polyurethane, polyethylene, bitumen, or
               olefinic hardback reinforced with fiberglass.

          6.   Total Weight. Total weight shall be a minimum of 130 ounces per
               square yard.

          7.   Density. The density shall be 100 percent nylon (loop and cut
               pile) with a minimum of 4,000; other fibers, including blends and
               combinations with a minimum of 4,500.

          8.   Pile Height. The minimum pile height shall be 1/8 inch. The
               combined thickness of the pile, cushion, and backing height shall
               not exceed 1/2 inch (13 mm).

          9.   Static Buildup. Static buildup shall be a maximum of 3.5
               kilovolt, when tested in accordance with AATCC-134.

          10.  Carpet Construction. Carpet construction shall be a minimum of 64
               tufts per square inch.

5.21  ACOUSTICAL REQUIREMENTS (SEP 2000)
      A.  BUILDING SHELL:
          1.   Reverberation Control. Ceilings in carpeted space shall have a
               noise reduction coefficient (NRC) of not less than 0.55 in
               accordance with ASTM C-423. Ceilings in offices, conference
               rooms, and corridors having resilient flooring shall have an NRC
               of not less than 0.65.

          2.   Ambient Noise Control. Ambient noise from mechanical equipment
               shall not exceed noise criteria curve (NC) 35 in accordance with
               the ASHRAE Handbook of Fundamentals in offices and conference
               rooms; NC 40 in corridors, cafeterias, lobbies, and toilets; NC
               50 in other spaces.

          3.   Noise Isolation. Rooms separated from adjacent spaces by
               ceiling-high partitions (not including doors) shall not be less
               than the following noise isolation class (NIC) standards when
               tested in accordance with ASTM E-336:

               a.   Conference rooms   NIC 40
               b.   Offices            NIC 35

          4.   Testing.
               a.   The Contracting Officer may require, at no cost to the
                    Government, test reports by a qualified acoustical
                    consultant showing that accoustical requirements have been
                    met.

               b.   The requirements of this paragraph shall take precedence
                    over any additional specifications in this SFO if there is a
                    conflict.

5.22  WINDOW COVERINGS (SEP 2000)
      A.  BUILDING SHELL:
          1.   Window Blinds. All exterior windows shall be equipped with window
               blinds in new or like new condition, which shall be provided as
               part of the Tenant improvement Allowance. The blinds may be
               aluminum or plastic vertical blinds or horizontal blinds with
               aluminum slats of 1-inch width or less or an equivalent
               pre-approved by the Contracting Officer. The window blinds shall
               have non-corroding mechanisms and synthetic tapes. Color
               selection will be made by the Contracting Officer.


      B.  TENANT IMPROVEMENT INFORMATION:
          1.   Draperies. If draperies are required, the following minimum
               specifications shall apply:

               a.   Fabrics shall be lined with either white or off-white plain
                    lining fabric suited to the drapery fabric weight. Draperies
                    shall be either floor-, apron-, or sill-length, as specified
                    by the Government, and shall be wide enough to cover window
                    and trim. Draperies shall be hung with drapery hooks on
                    well-anchored heavy duty traverse rods. Traverse rods shall
                    draw from either the center, right, or left side.


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<PAGE>

               b.   Construction. Any draperies to be newly installed, shall be
                    made as follows:

                       i. fullness of 100 percent, including overlap, side hems,
                          and necessary returns;
                      ii. double headings of 4 inches turned over a 4-inch
                          permanently finished stiffener;
                     iii. doubled side hems of 1-1/2 inches; 4-inch doubled and
                          blind stitched bottom hems;
                      iv. three-fold pinch pleats;
                       v. safety stitched intermediate seams;
                      vi. matched patterns;
                     vii. tacked corners; and
                    viii. no raw edges or exposed seams.

               c.   Use of existing draperies must be approved by the
                    Contracting Officer.

          2.   Samples. A minimum of three patterns and colors shall be made
               available to the Government for selection; shading of sample
               fabric shall not vary markedly from that of the final product.


5.23  BUILDING DIRECTORY (SEP 2000)
      A.  BUILDING SHELL:
          1.   A tamper-proof directory with lock shall be provided in the
               building lobby listing the Government agency(ies). It must be
               acceptable to the Contracting Officer.


5.24  FLAG POLE (SEP 2000)
      A.  BUILDING SHELL:
          1.   If the Government is the sole occupant of the building, a flag
               pole shall be provided at a location to be approved by the
               contracting officer. The flag will be provided by the
               Government. This requirement may be waived if determined
               inappropriate by the Government.



5.25  EXTERNAL SIGNAGE
      The Government shall have the right to place exterior signage on the
      building facade on any one of the upper four corners of the building or
      other approved location, subject to existing signage and local regulation.
      Any signage will be the Government's sole cost.




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<PAGE>
6.0      MECHANICAL, ELECTRICAL, PLUMBING

6.1      MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (SEP 2000)
         A.       BUILDING SHELL:
                  The Lessor shall provide and operate all building equipment
                  and systems in accordance with applicable technical
                  publications, manuals, and standard procedures. Mains, lines,
                  and meters for utilities shall be provided by the Lessor.
                  Exposed ducts, piping, and conduits are not permitted in
                  office space.

6.2      ENERGY COST SAVINGS (SEP 2000)
         A.       The Offeror is encouraged to use 1) Energy Savings Performance
                  Contracts (ESPC) or 2) utility agreements to achieve,
                  maintain, and/or exceed the ENERGY STAR Benchmark Score of 75.
                  The Offeror is encouraged to include shared savings in the
                  offer as a result of energy upgrades where applicable. The
                  ENERGY STAR Online Benchmark Tool can be found at the
                  www.epa.gov/energystar web site.

         B.       All new construction shall achieve an ENERGY STAR Building
                  Label within 1 year after reaching 95 percent occupancy and
                  will continue to retain the ENERGY STAR Building Label if the
                  level of performance is maintained.

         C.       The Offeror may obtain a list of energy service companies
                  qualified under the Energy Policy Act to perform ESPC, as well
                  as additional information on cost-effective energy efficiency,
                  renewables, and water conservation. For the ESPC qualified
                  list, refer to the www.eren.doe.gov/femp web site, or call the
                  FEMP Help Desk at 1-800-566-2877.

6.3       DRINKING FOUNTAINS (SEP 2000)
          A.      BUILDING SHELL:
                  The Lessor shall provide, on each floor of office space, a
                  minimum of one chilled drinking fountain within every 150
                  feet, 0 inches of travel distance.

6.4       TOILET ROOMS (SEP 2000)
          A.      BUILDING SHELL:
                  1.       Separate toilet facilities for men and women shall be
                           provided on each floor occupied by the Government in
                           the building. The facilities shall be located so that
                           employees will not be required to travel more than
                           200 feet, 0 inches on one floor to reach the toilets.
                           Each toilet room shall have sufficient water closets
                           enclosed with modern stall partitions and doors,
                           urinals (in men's room), and hot (set in accordance
                           with applicable building codes) and cold water. Water
                           closets and urinals shall not be visible when the
                           exterior door is open.

                  2.       Each main toilet room shall contain the following
                           equipment:

                           a.       a mirror above the lavatory;

                           b.       a toilet paper dispenser in each water
                                    closet stall, that will hold at least two
                                    rolls and allow easy, unrestricted
                                    dispensing;

                           c.       a coat hook on the inside face of the door
                                    to each water closet stall and on several
                                    wall locations by the lavatories;

                           d.       at least one modern paper towel dispenser,
                                    soap dispenser, and waste receptacle for
                                    every two lavatories;

                           e.       a coin-operated sanitary napkin dispenser
                                    in women's toilet rooms with a waste
                                    receptacle for each water closet stall;

                           f.       ceramic tile, recycled glass tile, or
                                    comparable wainscot from the floor to a
                                    minimum height of 4 feet, 6 inches;

                           g.       a disposable toilet seat cover dispenser;
                                    and

                           h.       a counter area of at least 2 feet, 0 inches
                                    in length, exclusive of the lavatories
                                    (however, it may be attached to the
                                    lavatories) with a mirror above and a ground
                                    fault interrupt-type convenience outlet
                                    located adjacent to the counter area.

         B.       If newly installed, toilet partitions shall be made from
                  recovered materials as listed in EPA's CPG.

6.5      TOILET ROOMS: FIXTURE SCHEDULE (SEP 2000)(TSA SEP 2002)
         A.       BUILDING SHELL:

                  1.       The toilet fixtures shall be provided in conformance
                           to the International Plumbing Code.

                  2.       For new installations:

                           a.       Water closets shall not use more than 1.6
                                    gallons per flush.

                           b.       Urinals shall not use more than 1.0 gallons
                                    per flush.


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<PAGE>
                           c.       Faucets shall not use more than 2.5 gallons
                                    per minute at a flowing water pressure of 80
                                    pounds per square inch.

                  3.       All work under this SFO shall be in compliance with
                           the International Plumbing Code.

6.6      JANITOR CLOSETS (SEP 2000)
         A.       BUILDING SHELL:
                  Janitor closets with service sink, hot and cold water, and
                  ample storage for cleaning equipment, materials, and supplies
                  shall be provided on all floors.  Each janitor closet door
                  shall be fitted with an automatic deadlocking latch bolt with
                  a minimum throw of 1/2 inch.

6.7      HEATING AND AIR CONDITIONING (SEP 2000)
         A.       BUILDING SHELL:
                  1.       Temperatures shall conform to local commercial
                           equivalent temperature levels and operating
                           practices in order to maximize tenant satisfaction.
                           These temperatures shall be maintained throughout the
                           leased premises and service areas, regardless of
                           outside temperatures, during the hours of operation
                           specified in the lease.

                  2.       During non-working hours, heating temperatures shall
                           be set no higher than 55' Fahrenheit, and air
                           conditioning shall not be provided except as
                           necessary to return space temperatures to a suitable
                           level for the beginning of working hours. Thermostats
                           shall be secured from manual operation by key or
                           locked cage. A key shall be provided to the
                           Government Field Office Manager.

                  3.       Areas having excessive heat gain or heat loss, or
                           affected by solar radiation at different times of the
                           day, shall be independently controlled.

                  4.       Equipment Performance. Temperature control for office
                           spaces shall be assured by concealed central heating
                           and air conditioning equipment. The equipment shall
                           maintain space temperature control over a range of
                           internal load fluctuations of plus 0.5 W/sq.ft. to
                           minus 1.5 W/sq.ft. from initial design requirements
                           of the tenant.

                  5.       HVAC Use During Construction. The permanent HVAC
                           system may be used to move both supply and return
                           air during the construction process only if the
                           following conditions are met:

                           a.       a complete air filtration system with 60
                                    percent efficiency filters is installed and
                                    properly maintained;

                           b.       no permanent diffusers are used;

                           c.       no plenum-type return air system is
                                    employed;

                           d.       the HVAC duct system is adequately sealed
                                    to prevent the spread of airborne
                                    particulate and other contaminants; and

                           e.       following the building "flush-out," all duct
                                    systems are vacuumed with portable
                                    high-efficiency particulate arrestance
                                    (HEPA) vacuums and documented clean in
                                    accordance with National Air Duct Cleaners
                                    Association (NADCA) specifications.

                  6.       Ductwork Re-use and Cleaning. Any ductwork to be
                           reused and/or to remain in place shall be cleaned,
                           tested, and demonstrated to be clean in accordance
                           with the standards set forth by NADCA. The cleaning,
                           testing, and demonstration shall occur immediately
                           prior to Government occupancy to avoid contamination
                           from construction dust and other airborne
                           particulates.

                  7.       Insulation. All insulation shall contain recovered
                           materials as required by EPA's CPG and related
                           recycled content recommendations.

                  8.       The Lessor shall conduct HVAC system balancing after
                           any HVAC system alterations during the term of the
                           lease and shall make a reasonable attempt to schedule
                           major construction outside of office hours. Lessor
                           shall provide balancing reports to the government for
                           approval by the Government's mechanical
                           engineer/technical representatives.

         B.       TENANT IMPROVEMENT INFORMATION:

                  1.       Zone Control. Individual thermostat control shall be
                           provided for office space with control areas not to
                           exceed 800 ANSI/BOMA Office Area square feet. Areas
                           which routinely have extended hours of operation
                           shall be environmentally controlled through dedicated
                           heating and air conditioning equipment. Special
                           purpose areas (such as photocopy centers, large
                           conference rooms, computer rooms, etc.) with an
                           internal cooling load in excess of 5 tons shall be
                           independently controlled. Concealed package air
                           conditioning equipment shall be provided to meet
                           localized spot cooling of tenant special equipment.
                           Portable space heaters are prohibited from use.

6.8      VENTILATION (SEP 2000)(TSA SEP 2002)

         A.       BUILDING SHELL: During working hours in periods of heating
                  and cooling, ventilation shall be provided in accordance with
                  the latest edition of ANSI/ASHRAE Standard 62, Ventilation for
                  Acceptable Indoor Air Quality to minimize risk.

         B.       BUILDING SHELL: Air filtration shall be provided and
                  maintained with filters having a minimum efficiency rating as
                  determined by ANSI/ASHRAE Standard 52.2, "Method of Testing
                  General Ventilation Air Cleaning Devices for Removal
                  Efficiency by Particle



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<PAGE>
                  Size. Pre-filters shall be 30 percent efficient. Final filters
                  shall be 80 percent to 85 percent efficient for particles at 3
                  microns.

         C.       BUILDING SHELL: Where the Lessor proposes that the Government
                  shall pay utilities, the following shall apply:

                  1.       An automatic air or water economizer cycle shall be
                           provided to all air handling equipment, and

                  2.       The building shall have a fully functional building
                           automation system capable of control, regulation, and
                           monitoring of all environmental conditioning
                           equipment. The building automation system shall be
                           fully supported by a service and maintenance
                           contract.

                  4.       TENANT IMPROVEMENT INFORMATION: Conference rooms of
                           300 ANSI/BOMA rentable square feet or greater shall
                           be provided with dedicated source of ventilation or
                           be fitted with air handling equipment with smoke/odor
                           removing filters.

6.9      VENTILATION: TOILET ROOMS (DEC 1993)
         BUILDING SHELL: Toilet rooms shall be properly exhausted, with a
         minimum of 10 air changes per hour.

6.10     ELECTRICAL: GENERAL (SEP 2000)
         BUILDING SHELL: The Lessor shall be responsible for meeting the
         applicable requirements of local codes and ordinances. When codes
         conflict, the more stringent standard shall apply. Main service
         facilities shall be enclosed. The enclosure may not be used for storage
         or other purposes and shall have door(s) fitted with an automatic
         deadlocking latch bolt with a minimum throw of 1/2 inch. Distribution
         panels shall be circuit breaker type with 10 percent spare power load
         and circuits.

6.11     ELECTRICAL: DISTRIBUTION (SEP 2000)
         A.       BUILDING SHELL:
                  1.       Main power distribution switchboards and
                           distribution and lighting panel boards shall be
                           circuit breaker type with copper buses that are
                           properly rated to provide the calculated fault
                           circuits. All power distribution panel boards shall
                           be supplied with separate equipment ground buses. All
                           power distribution equipment shall be required to
                           handle the actual specified and projected loads plus
                           10 percent spare load capacity. Distribution panels
                           are required to accommodate circuit breakers for the
                           actual calculated needs plus 10 percent spare
                           circuits that will be equivalent to the majority of
                           other circuit breakers in the panel system. All
                           floors shall have 120/208 V, 3-phase, 4-wire with
                           bond, 60-hertz electric service available.

                  2.       Main distribution for standard office occupancy
                           shall be provided at the Lessor's expense. In no
                           event shall such power distribution (not including
                           lighting and HVAC) for the Government-demised area
                           fall below seven(7) W per ANSI/BOMA rentable square
                           foot.

                  3.       Convenience outlets shall be installed in accordance
                           with NFPA Standard 70, National Electrical Code, or
                           local code, whichever is more stringent.

         B.       Provide and install
                  1.       All lighting normal and emergency supply systems in
                           all lobbies, electrical rooms and other base building
                           spaces.
                  2.       Wire distributions system (i.e. access floor,
                           ladder-type cable raceways, cellular floor duct etc.)
                           capable of supporting the telecommunication, data,
                           video, security, life safety, and building automation
                           system requirements.
                  3.       Power distribution from utility sources to all
                           distributed electrical rooms; electrical distribution
                           shall be 480/277 V.
                  4.       480/277 V and 120/208 V normal power, emergency power
                           and standby power systems with capacity to support
                           the Fit-Out power and lighting loads in all
                           occupiable spaces, terminated in branch panelboards.
                  5.       All electrical equipment shall have minimum of
                           22-year life expectancy.

         C.       Provisions
                  1.       Space within building for housing batteries and UPS
                           and additional standby generator power, equipment to
                           be obtained through Tenant Improvement Allowance.
                  2.       Empty conduits from UPS location to computer room.

         D.       TENANT IMPROVEMENT INFORMATION
                  1.       All electrical outlets shall be installed by the
                           Lessor in accordance with the construction drawings.
                           All electrical outlets shall be installed in
                           accordance with NFPA Standard 70, or local code,
                           whichever is more stringent.

                  2.       All tenant outlets shall be marked and coded for ease
                           of wire tracing; outlets shall be circuited
                           separately from lighting. All floor outlets shall be
                           flush with the plane of the finished floor.

                  3.       The Lessor shall ensure that outlets and associated
                           wiring (for electricity) to the workstation(s) shall
                           be safely concealed in partitions, ceiling plenums,
                           in recessed floor ducts, under raised flooring, or by
                           use of a method acceptable to the Contracting
                           Officer. In any case, cable on the floor surface
                           shall be minimized.

6.12     ELECTRICAL: ADDITIONAL DISTRIBUTION SPECIFICATIONS If the Offeror
         proposes that building maintenance will be the responsibility of the
         Government, the Lessor shall provide duplex utility outlets in toilets,
         corridors, and dispensing areas for maintenance purposes at no cost to
         the Government. Fuses and circuit breakers shall be plainly marked or
         labeled to identify circuits or equipment supplied through them.



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<PAGE>


6.13  TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (SEP 2000)(TSA SEP 2002)
      A.  BUILDING SHELL:
          1.   Sufficient space shall be provided on the floor(s) where the
               Government occupies space for the purposes of terminating
               telecommunications service into the building.  The building's
               telecommunications closets located on all floors shall be
               vertically-stacked.  Telecommunications switchrooms, wire
               closets, and related spaces shall be enclosed.  The enclosure
               shall not be used for storage or other purposes and shall have
               door(s) fitted with an automatic door-closer and deadlocking
               latch bolt with a minimum throw of 1/2 inch.

          2.   Telecommunications switchrooms, wire closets, and related spaces
               shall meet applicable Telecommunications Industry Association
               (TIA) and Electronic Industries Alliance (EIA) standards.  These
               standards include the following:

               a.   TIA/EIA-568, Commercial Building Telecommunications Cabling
                    Standard,

               b.   TIA/EIA-569, Commercial Building Standard for
                    Telecommunications Pathways and Spaces,

               c.   TIA/EIA-570, Residential and Light Commercial
                    Telecommunications Wiring Standard, and

               d.   TIA/EIA-571, Commercial Building Grounding and Bonding
                    Requirements for Telecommunications Standard.

          3.   Telecommunications switchrooms, wire closets, and related spaces
               shall meet applicable NFPA standards.  Bonding and grounding
               shall be in accordance with NFPA Standard 70, National Electrical
               Code, and other applicable NFPA standards and/or local code
               requirements.

     B.   TENANT IMPROVEMENT INFORMATION:
          Telecommunications floor or wall outlets shall be provided as
          required. The Lessor shall ensure that all outlets and associated
          wiring, copper, coaxial cable, optical fiber, or other transmission
          medium used to transmit telecommunications (voice, data, video,
          Internet, or other emerging technologies) service to the workstation
          shall be safely concealed under raised floors, in floor ducts, walls,
          columns, or molding.  All outlets/junction boxes shall be provided
          with rings and pull strings to facilitate the installation of cable.
          Some transmission medium may require special conduit, inner duct, or
          shielding as specified by the Government.

6.14  TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (SEP 2000)
      A.  BUILDING SHELL:
          1.   The Government reserves the right to contract its own
               telecommunications (voice, data, video, Internet or other
               emerging technologies) service in the space to be leased.  The
               Government may contract with one or more parties to have inside
               wiring (or other transmission medium) and telecommunications
               equipment installed.

          2.   The Lessor shall allow the Government's designated
               telecommunications providers access to utilize existing building
               wiring to connect its services to the Government's space.  If the
               existing building wiring is insufficient to handle the
               transmission requirements of the Government's designated
               telecommunications providers, the Lessor shall provide access
               from the point of entry into the building to the Government's
               floor space, subject to any inherent limitations in the pathway
               involved.

          3.   The Lessor shall allow the Government's designated
               telecommunications providers to affix telecommunications antennae
               (high frequency, mobile, microwave, satellite, or other emerging
               technologies), subject to weight and wind load conditions, to
               roof, parapet, or building envelope as required. Access from the
               antenna(e) to the leased space shall be provided.

          4.   The Lessor shall allow Government's designated telecommunications
               providers to affix antennae and transmission devices throughout
               its leased space and in appropriate common areas frequented by
               the Government's employees so as to allow the use of wireless
               telephones and communications devices necessary to conduct
               business.

      B.  TENANT IMPROVEMENT INFORMATION:
          Should the Government's security requirements require sealed conduit
          to house the telecommunications transmission medium, the Lessor shall
          provide such conduit at the expense of the Government.



6.15  DATA REQUIREMENTS (SEP 2000)(TSA SEP 2002)
      A.  TENANT IMPROVEMENT INFORMATION:
          The Government shall at its expense be responsible for purchasing and
          installing data cable.  However, the Government reserves the right to
          include the purchasing and installing of data cable in Lessor's
          construction package. The Lessor shall ensure that data outlets and
          associated wiring used to transmit data to workstations shall be
          safely concealed in floor ducts, walls, columns, or below access
          flooring.  The Lessor shall provide outlets, which shall include rings
          and pull strings to facilitate the installation of the data cable.
          When cable consists of multiple runs, the Lessor shall provide
          ladder-type cable trays to insure that Government-provided cable does
          not come into contact with suspended ceilings.  Cable trays shall form
          a loop around the perimeter of the Government-demised area such that
          they are within a 30-foot, 0-inch horizontal distance of any single
          drop.

     B.   TSA utilizes permanent and temporary installations of network
          technology throughout its information technology infrastructure. The
          installation of a sound cable plant is essential for the successful
          operation and interoperability of these networks.

     C.   Cable Installation
          1.   Unless otherwise noted, cabling installed shall conform to the
               following:
               a.   TIA/EIA-568B building wiring standard for the RJ-45 work
                    station interfaces and data cabling.
               b.   International Standards Organization (ISO) Standard 11801
                    for Category 5E cables.


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<PAGE>
                 c.       All Category 5E cabling installed for this contract
                          must achieve 10 dB ACR at 200 MHz.
                 d.       All Category 5E cabling installed under this contract
                          shall conform to EIA/TIA TSB67 cable testing criteria.
                 e.       Category 5E (CAT5E) cable - The contractor shall use
                          24 AWG, 4 pair Category 5E cable with color jacks as
                          specified by the agency.
                 f.       Duplex jacks shall have pull strings installed at
                          each location noted on the floor plan, color coded
                          with white or ivory faceplates.

       D.        Labeling:
                 1.       Each cable installed will have a unique label.
                 2.       The contractor will use the room number as the unique
                          label for each cable. In the event that a room has
                          more than one cable terminating in it, the contractor
                          shall label all cables according to building and
                          closet room #, followed by numerical jack # and a
                          notation of voice or data jack (e.g. JDOE-12234-01V
                          would mean John Doe building, closet 234 on floor 12,
                          voice jack #0).
                 3.       The contractor will only use machine-generated labels.
                          The Government will NOT accept handwritten labels on
                          any portion of this contract.

       E.        Patch Panels:
                 1.       The front of each patch panel will be machine labeled
                          indicating each cable installed on the patch panel.

       F.        Wall Plates:
                 1.       Each wall plate will be labeled indicating all cables
                          terminated at that location.
                 2.       The labels used for wall plates shall consist of
                          black lettering with a white or clear background.

       G.        Cable Installation qualities (These are preliminary
                 estimates.):
                 1.       Install 300 pairs of telephone tie cable between the
                          nearest outside wire closet and main CER through
                          conduit.
                 2.       Install 25 pair telephone tie cable between the CER
                          and the conference room.
                 3.       Install 200 pair telephone tie cable between the
                          outside wire closet and the computer room through
                          conduit.
                 4.       Install 50 pair telephone tie cable between the
                          outside wire closet and each CER through.

       H.        Cables:
                 1.       All cables will be fitted with machine-generated
                          labels at each end of the event that a cable is pulled
                          away from a patch panel or wall plate.
                 2.       The label installed at the patch panel end shall be
                          within one inch of termination and should reflect the
                          unique cable identifier.
                 3.       The label installed on the cable at the remote end
                          will be within 4 inches of termination.

        I.       Conduit:
                 1.       One (1) each, 4-inch EMT conduit between the main CER
                          and the nearest outside wire closet with caps on both
                          ends.
                 2.       Two (2) each, 3 inch EMT conduits between the outside
                          wire closet and the computer room.
                 3.       Two (2) each, 3 inch EMT conduits within TSA
                          controlled space (locations to be determined) stubbed
                          out 6 inches above the ceiling to outside wire closet.
                 4.       Conduits from the 1/2 "EMT voice/data outlets to 6"
                          stub up above the ceiling.

       J.        Communications Closet (CER)
                 1.       Provide CER for vertical and horizontal wire
                          distribution system capable of supporting telecomm.,
                          data, and video network. provide one CER for every
                          25,000 sf of space, wiring runs do not exceed 295"
                          from the farthest connection, no more than 500' of
                          separation between CERs, each CER shall be at least
                          10'x15', free of building columns.
                 2.       Equipment such as piping ductwork, custodial services
                          and distribution of building power must not be located
                          in or pass through the CER.
                 3.       Vertically stacked CERs shall have eight 4"
                          non-corrosive steel sleeves for vertical risers,
                          multiple CERs located on the same floor shall be
                          Interconnected with a minimum of one 3" conduit, all
                          conduits shall have pull boxes installed every 100'.
                 4.       Provide two dedicated 120V/20 amp designated ground
                          circuit service quadraplex receptacle on emergency
                          generator, and one telecommunications grounding
                          busbar.
                 5.       Provide a minimum of 50 fc lighting measured at 3'
                          AFF.
                 6.       Provide dedicated 24 hour/7 days a week cooling for
                          CER.


        K.       Patch panels:
                 1.       All patch panels shall have 48 ports.
                 2.       Homaco MJPC5-35TB or equivalent.
                 3.       The use of any patch panels other than the one listed
                          must be approved in advance by the COTR or designated
                          program manager of TSA.

        L.       Wire Management Panels:
                 1.       Wire management panels shall separate all patch panels
                          associated with this installation.
                 2.       HFM-19-2 or equivalent for separating patch panels.
                 3.       The top wire management panel in each relay rack
                          shall be Homaco HFM-19-1SRC or equivalent.
                 4.       The use of any wire management panels other than the
                          ones listed must be approved in advance by the COTR or
                          designated program manager of TSA.

        M.       Horizontal pathway systems.
                 1.       Provisions must be made to accommodate future tenant
                          build-out of horizontal pathway distribution system,
                          installed above the finished ceiling in tenant areas
                          and corridors, Lessor to provide sufficient space to
                          accommodate the installation of cable trays above
                          suspended ceilings without impacted duct placements or
                          ceiling heights.


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                                       37                  LESSOR         GOV'T


<PAGE>
      N.  Cable Jacks:
          1.   All cables shall be terminated on "keystone style" RJ45 jacks,
               and be mounted in faceplates.
          2.   All jacks associated with this installation shall be wired to the
               T568B wiring standard.

      O.  Faceplates:
          1.   All cables shall be mounted in faceplates, and all faceplates
               shall be attached to the wall in a secure manner.
          2.   All faceplates shall be almond or white in color, and clearly
               labeled.

      P.  Racks:
          1.   Aluminum relay racks must be installed to the following
               specifications.
               a.   Homaco 19-84-T2SD*B or equivalent.
               b.   The use of any relay racks other than the one listed must be
                    approved in advance by the COTR or designated program
                    manager.
               c.   Each rack will be secured to the floor and to the ceiling to
                    ensure stability.
               d.   The floor mounting of the racks shall utilize a minimum of
                    1/2 all thread.
               e.   If cables are run into the rack from the ceiling, the
                    contractor shall install two 4" conduits above the main
                    rack.
               f.   All cables terminated on this rack shall run through the 4"
                    "stub outs."
               g.   The contractor shall be responsible for grounding each rack
                    to a building ground.
               h.   If multiple racks are installed, all racks will be secured
                    to each other.
               i.   The contractor will install all racks with a minimum of
                    three-foot clearance for the front and back of each relay
                    rack.

      Q.  Ladder Rack:
          1.   The contractor shall install ladder rack to interconnect the
               relay rack(s), and to connect the relay rack to the wall for easy
               extension of cables and circuits.

      R.  Installation Schedule:
          1.   The contractor shall complete the work within the time frame per
               each phase from contract award to complete the physical
               installation and testing of the cable plant.

      S.  Cable:
          1.   Category 5E -- The contractor shall furnish and install all
               materials needed. Quantity of Category 5E rated cables to be
               determined.
          2.   All cables installed shall originate in the communications
               closet.

      T.  Multi-Mode Fiber:
          1.   The contractor shall install a two (2) 12-strand SC-SC multi-mode
               fiber pull from CER to the Data Center running on diverse paths.
          2.   For distances over 500' use single mode fiber (not multimode).

      U.  Test Results:
          1.   The contractor will test all cables and certify that all cables
               installed will pass data as outlined in the EIA/TIA TSB67 cable
               testing criteria.
          2.   Immediately after contract award, the contractor will submit a
               draft test plan that outlines how all cable test results will be
               presented to TSA.
          3.   The COTR or designated program manager must approve the test
               plan.
          4.   The final test results report shall be presented to TSA no later
               than 30 days after the installation of all cables.

      V.  Documentation:
          1.   The contractor shall prepare as-built documentation of this cable
               plant.
          2.   The contractor shall submit a draft Cable Documentation Plan to
               the COTR or designated program manager before starting work.
          3.   The final test results from this installation shall be presented
               to TSA in an electronic spreadsheet using current version or
               Microsoft Office Excel.
          4.   This spreadsheet shall define the cable number, room number,
               length of each run, and test results for each cable.
          5.   The contractor will generate and supply four copies of CADD
               drawings of the floor plans (24" x 36 for this office and supply
               three copies of elevation drawings of each CER installed by the
               contractor.
          6.   The CADD drawings shall include the placement of all walls,
               doorways, and include the location and unique identifier of each
               cable.
               a.   The contractor shall mount one laminated 24"x 36" copy of
                    the CADD drawings in the CER.
               b.   The CADD drawings will also be supplied to TSA in electronic
                    and hardcopy format and must be compatible with Auto Desk
                    AutoCAD. Provide two (2) electronic and two (2) hard copies.

      W.  Confidentiality of Information:
          1.   The information to be developed in this delivery order is of
               sensitive nature.
          2.   The contractor shall limit knowledge of and participation in this
               delivery order tasking and its work product, to those personnel
               directly involved in its performance, and only then subject to
               the approval of the COTR.
               a.   Contractor personnel may not disseminate or publish
                    information related to the installation covered under this
                    contract or any information contained in Government
                    furnished documents without prior written approval of the
                    Contracting Officer.
               b.   In addition, the contractor will not issue, or permit others
                    to issue, publicity concerning the project in any form or at
                    any time, unless the Contracting Officer approves such
                    publicity in writing.

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<PAGE>

               c.   During the performance of this contract and thereafter, the
                    contractor will not reveal any of the operating methods or
                    systems; the contents of files; or the names of persons,
                    films, or places related to the contract or studies under
                    it, unless the Contracting Officer approves the disclosure
                    in writing.
               d.   As a precondition for employment related to this contract,
                    each contractor and subcontractor employee must execute a
                    nondisclosure agreement with the contractor stating in part
                    that the employee will:

                    i.   Not reveal, divulge or publicize any matters dealt with
                         under this contract;
                    ii.  Not disseminate any oral or written information
                         obtained as a result of the execution of this contract
                         or performance of the work hereunder;
                    iii. Not remove any document from the place of performance
                         except as approved by the Contracting Officer;
                    iv.  Abide by the rules and regulations outlined in Part 45,
                         Title 28, Code of Federal Regulation.
                    v.   The contractor then will provide the Contracting
                         Officer with the original copy of this form signed by
                         the employee at least five (5) working days before the
                         beginning of that employee's participation of the
                         project.

          3.   The contractor agrees that on termination of the delivery order,
               whether with or without cause, the contractor has no property or
               possessor right to any of the correspondence, equipment, files,
               or materials of whatever kind or description, or any copies or
               duplicates of such, whether developed or prepared by the
               contractor or furnished to the contractor by the Government in
               connection with the performance of this contract; and that on
               demand, the contractor will surrender immediately to the
               Contracting Officer or the Contracting Officer's Technical
               Representative such items, matters, materials, and copies.

      X.  Loudspeaker Paging:
          1.   Install on the spot volume control ceiling mounted loudspeakers,
               with 50-ohm potentiometer, 10 oz (HV series) magnet dual
               voltage 25/70 transformer, at locations to be determined. Wire
               speakers back to the communications closet and terminated on 66
               type blocks in a location to be determined by TSA personnel.

          2.   Speakers shall be placed in corridors at 25 feet on center and
               various other locations to be determined later in space design.


6.16  ELECTRICAL, TELEPHONE, DATA FOR SYSTEMS FURNITURE (SEP 2000)
      A.  TENANT IMPROVEMENT INFORMATION:

          1.   The Lessor shall provide as part of the Tenant Improvement
               Allowance separate data, telephone, and electric junction boxes
               for the base feed connections to Government-provided modular or
               systems furniture, when such feeds are supplied via wall outlets
               or floor penetrations. When overhead feeds are used, junction
               boxes shall be installed for electrical connections. Raceways
               shall be provided throughout the furniture panels to distribute
               the electrical, telephone, and data cable. The Lessor shall
               provide all electrical service wiring and connections to the
               furniture at designated junction points. Each electrical junction
               shall contain an 8-wire feed consisting of 3 general-purpose
               120-V circuits with 1 neutral and 1 ground wire, and a 120-V
               isolated-ground circuit with 1 neutral and 1 isolated-ground
               wire. A 20-ampere circuit shall have no more than eight (8)
               general-purpose receptacles or four (4) designated-ground
               "computer" receptacles. The isolated and surge protected ground
               "computer" circuits shall be installed in accordance with the
               September 21, 1983 edition of Federal information Pressure
               Standards, published 1994.

          2.   The Government shall at its expense be responsible for purchasing
               data and telecommunications cable. Said cable shall be installed
               and connected to systems furniture by the Lessor/contractor with
               the assistance and/or advice of the Government or computer
               vendor. The Lessor shall provide wall-mounted data and telephone
               junction boxes, which shall include rings and pull strings to
               facilitate the installation of the data and telecommunications
               cable. When cable consists of multiple runs, the Lessor shall
               provide ladder-type cable trays to insure that
               Government-provided cable does not come into contact with
               suspended ceilings. Cable trays shall form a loop around the
               perimeter of the Government-demised area such that they are
               within a 30-foot, 0-inch horizontal distance of any single drop.
               Said cable trays shall provide access to both telecommunications
               data closets and telephone closets.

          3.   The Lessor shall furnish and install suitably sized junction
               boxes in the vicinity of the "feeding points" of the furniture
               panels. All "feeding points" shall be shown on the
               Government-approved design intent drawings. The Lessor shall
               temporarily cap off the wiring in the junction boxes until
               the furniture is installed. The Lessor shall make all connections
               in the power panel and shall keep the circuit breakers off. The
               Lessor shall identify each circuit with the breaker number and
               shall identify the computer hardware to be connected to it. The
               Lessor shall identify each breaker at the panel and identify the
               devices that it serves.

          4.   The Lessor's electrical contractor connecting power poles or base
               feeds in the junction boxes to the furniture electrical system
               and testing all pre-wired receptacles in the systems furniture.
               It also involves other Government contractors who will be
               installing the data cable in the furniture panels for the
               terminal and printer locations, installing the connectors on the
               terminal/printer ends of the cable, and continuity testing each
               cable. All work shall be coordinated and performed in conjunction
               with the furniture, telephone, and data cable installers. Much of
               this work may occur over a weekend on a schedule that requires
               flexibility and on-call visits.

6.17  ADDITIONAL ELECTRICAL CONTROLS
      If the Offeror proposes that the Government pay separately for
      electricity, no more than 500 square feet of office may be controlled by
      one switch or automatic light control for all space on the Government
      meter, either through a building automation system, time clock, occupant
      sensor, or other comparable system acceptable to the Contracting Officer.

6.18  ELEVATORS (SEP 2000)(TSA SEP 2002)
      A.  BUILDING SHELL:
          1.   The Lessor shall provide suitable passenger and freight elevator
               service to any Government-demised area not having ground level
               access. Service shall be available during the hours specified in
               the Section 7.2, "Normal Hours" paragraph in the SERVICES,
               UTILITIES, MAINTENANCE section of this SFO. However, one
               passenger and one freight elevator shall be available


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         at all times for the Government use. The freight elevator shall be
         accessible to the loading areas. When possible, the Government shall be
         given 24-hour advance notice if the service is to be interrupted for
         more than 1-1/2 hours. Normal service interruption shall be scheduled
         outside of the Government's normal working hours. The Lessor shall also
         use best efforts to minimize the frequency and duration of unscheduled
         interruptions.

         2.       CODE:
         Elevators shall conform to the current edition of the American Society
         of Mechanical Engineers ANSI/(ASME) A17.1, Safety Code for Elevators
         and Escalators, except that elevator cabs are not required to have a
         visual or audible signal to notify passengers during automatic recall.
         Elevator lobby smoke detectors shall not activate the building fire
         alarm system but shall signal the fire department or central station
         services and capture the elevators. The elevator shall be inspected and
         maintained in accordance with the current edition of the ANSI/ASME
         A17.2, Inspector's Manual for Elevators. All elevators shall meet both
         the ADAAG and the UFAS requirements.

         3.       SAFETY SYSTEMS:
         Elevators shall be equipped with telephones or other two-way emergency
         signaling systems. The system used shall be marked and shall reach an
         emergency communication location staffed during normal operating hours
         when the elevators are in service. When Government occupancy is three
         (3) or more floors above grade, automatic elevator emergency recall is
         required.

         4.       INTERIOR FINISHES:
         Elevator cab walls shall be hardwood, marble, granite, or an equivalent
         pre-approved by the Contracting Officer. Elevator cab floors shall be
         marble, granite, terrazzo, or an equivalent pre-approved by the
         Contracting Officer.

         4.       GENERAL REQUIREMENTS - VERTICAL TRANSPORTATION

                  a.       Passenger and freight elevator service to all
                  premises not having ground level access, 24 hours per day, 365
                  days per year. Elevators must have solid-state controls and be
                  programmable to control access to any floor at all hours of
                  available service. Each cab must have a TSA approved access
                  control device installed and integrated with the controls.
                  b.       Passenger elevators to meet all ADAAG/UFAS
                  requirements.
                  c.       Passenger and service elevators equipped with
                  telephone or other two-way voice emergency signalling system,
                  provide both a visual and audible means of communication.
                  d.       Conform to the current editions of ANSI A17.1.
                  e.       Use of wheelchair platform lifts is not allowed
                  except where necessary to provide access to rooftop spaces.

6.19     LIGHTING: INTERIOR AND PARKING (SEP 2000)
         A.       BUILDING SHELL:

                  1.       The Lessor shall provide interior lighting, as part
                  of the building shell cost, in accordance with the following:

                           a.       The Lessor shall provide deep-cell parabolic
                                    louver 2' x 2' or 2' x 4' (or building
                                    standard that meets or exceeds this
                                    standard) fluorescent lighting fixtures with
                                    energy-efficient lamps (18 or better) and
                                    electronic ballasts for standard interior
                                    lighting. Such fixtures shall produce 50
                                    average maintained foot-candles at working
                                    surface height throughout workspaces, 20
                                    foot-candles in corridors, and 10
                                    foot-candles in other non-working areas.

                          b.        Exterior parking areas, vehicle driveways,
                                    pedestrian walkways, and building perimeter
                                    shall have a minimum of 1 foot-candle of
                                    illumination and shall be designed based on
                                    Illuminating Engineering Society of North
                                    America (IESNA) standards. Exterior
                                    lighting and indoor parking shall be
                                    sufficient to accommodate security
                                    monitoring (i.e., closed circuit television
                                    camera). Parking shall have a minimum of 10
                                    foot-candles and shall be designed based on
                                    IESNA standards.

                           c.       The Lessor shall provide occupancy sensors
                                    and/or scheduling controls through the
                                    building automation system to reduce the
                                    hours that the lights are on when the space
                                    is unoccupied. Daylight dimming controls
                                    shall be used in atriums or other space
                                    where daylight can contribute to energy
                                    savings.

                           d.       Lighting shall be controlled by occupancy
                                    sensors arranged to control open areas,
                                    individual offices, conference rooms, toilet
                                    rooms within the Government-demised area,
                                    and all other programmed spaces or rooms
                                    within the leased space. The control system
                                    shall provide an optimal mix of infrared and
                                    ultrasonic sensors suitable for the
                                    configuration and type of space. Occupancy
                                    sensors shall be located so that they have a
                                    clear view of the room or area they are
                                    monitoring. No more than 1,000 ANSI/BOMA
                                    Office Area square feet of open space shall
                                    be controlled by occupancy sensor. All
                                    occupancy sensors shall have manual switches
                                    to override the light control. Such switches
                                    shall be located by door openings in
                                    accordance with both the ADAAG and the UFAS.
                                    If light switches are to be used instead of
                                    occupancy sensors or in combination with
                                    occupancy sensors, the Offeror shall notify
                                    the Government during the negotiation
                                    process.


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6.20     EMERGENCY POWER (TSA SEP 2002)

         A. BUILDING SHELL:
            1. Provide a space for a diesel electric generator with fuel
            capacity capable of providing power for a duration of 72 hours or a
            gas fired electrical generator connected to a main gas line, and
            providing full rated output from cold start in a maximum time of 20
            seconds, 2 automatic transfer switches (ATS) for each generator, ATS
            units to include by-pass isolation switches.

         B. TENANT IMPROVEMENT INFORMATION:
            1. Provide an uninterruptible power source (UPS) and standby power
            distribution system to service tenant standby power requirements. It
            is estimated that tenant will require about a 25% requirement for
            building lighting, tenant electrical, and HVAC.

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7.0      SERVICES, UTILITIES, MAINTENANCE

7.1      SERVICES, UTILITIES, MAINTENANCE: GENERAL (NCR VARIATION (AUG 2002))
         A.       The Lessor as part of the rental consideration shall provide
                  services, utilities, and maintenance. The Lessor must have a
                  building superintendent or a locally designated representative
                  available to promptly correct deficiencies during normal
                  hours.

         B.       At the Government's expense, the Lessor shall be responsible
                  for preventive maintenance and repair of all special,
                  Government specified, new or existing Government owned
                  mechanical, electrical, and plumbing equipment (excluding
                  computers, telephone systems, and other communication
                  equipment) installed by the Lessor and as identified by the
                  Government. The cost of the maintenance will be negotiated as
                  an increase in base rent by adjusting the base operating
                  expense and service and utility rate per square foot, either
                  before or after award of the lease, once the scope of work has
                  been identified. An adjustment to the option term base
                  operating expenses and service and utility rate per square
                  foot shall also be negotiated.

         C.       The Lessor must have a building manager and staff onsite or
                  within three (3) blocks.

7.2      NORMAL HOURS
         Services, utilities, and maintenance shall be provided daily, extending
         6:00 a.m. to 7:00 p.m. except Saturdays, Sundays, and Federal holidays.

7.3      OVERTIME USAGE (SEP 2000)
         A.       The Government shall have access to the leased space at all
                  times without additional payment, including the use, during
                  other than normal hours, of necessary services and utilities
                  such as elevators, toilets, lights, and electrical power.

         B.       If heating or cooling is required on an overtime basis, such
                  services will be ordered orally or in writing by the
                  Contracting Officer or the Government Buildings Manager. When
                  ordered, services shall be provided at direct cost to the
                  Lessor.

         C.       When the cost of service is $2,000 or less, the service may
                  be ordered orally. An invoice shall be submitted to the
                  official placing the order for certification and payment.
                  Orders for services costing more than $2,000 shall be placed
                  using GSA Form 300, Order for Supplies or Services. The two
                  clauses from GSA Form 3517, General Clauses, 552.232-75,
                  Prompt Payment, and 552.232-70, Invoice Requirements
                  (Variation), apply to all orders for overtime services.

         D.       All orders are subject to the terms and conditions of this
                  lease. In the event of a conflict between an order and this
                  lease, the lease shall control.

7.4      UTILITIES
         The Lessor shall ensure that utilities necessary for operation are
         provided and that all associated costs are included as a part of the
         established rental rate.

7.5      UTILITIES: SEPARATE FROM RENTAL (SEP 2000)(TSA OCT 2002)
         A.       The Offeror shall specify which utilities, if any, are
                  excluded from the rental consideration. If any such utilities
                  are excluded, the Offeror shall obtain a statement from a
                  registered professional engineer stating that all HVAC,
                  plumbing, and other energy-intensive building systems can
                  operate under the control conditions stated in this SFO. The
                  statement shall also identify all building systems which do
                  not conform to the system performance values, including the
                  "recommended" or "suggested" values of ANSI/ASHRAE Standard
                  90.1, Energy Efficient Design of New Buildings Except
                  Low-Rise Residential Buildings, or more restrictive
                  state/local codes.

         B.       The Lessor shall provide separate meters for utilities to be
                  paid for by the Government. The Lessor shall furnish in
                  writing to the Contracting Officer, prior to occupancy by the
                  Government, a record of the meter numbers and verification
                  that the meters measure Government usage only. Proration is
                  not permissible. In addition, an automatic control system
                  shall be provided to assure compliance with heating and air
                  conditioning requirements. Refer to the MECHANICAL,
                  ELECTRICAL, PLUMBING section of this SFO.

         C.       The Government shall have the option to request a rental
                  rate net of electric.

7.6      BUILDING OPERATING PLAN
         The Offeror shall submit a building operating plan with the offer.
         Such plan shall include a schedule of startup and shutdown times for
         operation of each building system, such as lighting, HVAC, and
         plumbing which is necessary for the operation of the building. Such
         plan shall be in operation on the effective date of the lease.

7.7      JANITORIAL SERVICES (SEP 2000)
         A.       Cleaning shall be performed after tenant working hours unless
                  daytime cleaning is specified as a special requirement
                  elsewhere in this SFO. It is estimated that 25% of the
                  premises will require daytime cleaning. The rental rate shall
                  include daytime cleaning of 25% of the premises.



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                                       42
<PAGE>

     B.  SELECTION OF CLEANING PRODUCTS:
         The Lessor shall make careful selection of janitorial cleaning
         products and equipment to:

         1.  use products that are packaged ecologically;

         2.  use products and equipment considered environmentally beneficial
             and/or recycled products that are phosphate-free, non-corrosive,
             non-flammable, and fully biodegradable; and

         3.  minimize the use of harsh chemicals and the release of irritating
             fumes.

         4.  Examples of acceptable products may be found at
             http://pub.fss.gsa.gov/environ/clean-prod-catalog.html.

     C.  SELECTION OF PAPER PRODUCTS:
         The Lessor shall select paper and paper products (i.e., bathroom
         tissue and paper towels) with recycled content conforming to EPA's CPG.

     D.  The Lessor shall maintain the leased premises, including outside
         areas, in a clean condition and shall provide supplies and equipment.
         The following schedule describes the level of services intended.
         Performance will be based on the Contracting Officer's evaluation of
         results, not the frequency or method of performance.

         1.  Daily. Empty trash receptacles, and clean ashtrays. Sweep
             entrances, lobbies, and corridors. Spot sweep floors, and spot
             vacuum carpets. Clean drinking fountains. Sweep and damp mop or
             scrub toilet rooms. Clean all toilet fixtures, and replenish
             toilet supplies. Dispose of all trash and garbage generated in or
             about the building. Wash inside and out or steam clean cans used
             for collection of food remnants from snack bars and vending
             machines. Dust horizontal surfaces that are readily available and
             visibly require dusting. Spray buff resilient floors in main
             corridors, entrances, and lobbies. Clean elevators and escalators.
             Remove carpet stains. Police sidewalks, parking areas, and
             driveways. Sweep loading dock areas and platforms. Clean glass
             entry doors to the Government-demised area.

         2.  Three Times a Week. Sweep or vacuum stairs.

         3.  Weekly. Damp mop and spray buff all resilient floors in toilets
             and health units. Sweep sidewalks, parking areas, and driveways
             (weather permitting).

         4.  Every Two Weeks. Spray buff resilient floors in secondary
             corridors, entrance, and lobbies. Damp mop and spray buff hard and
             resilient floors in office space.

         5.  Monthly. Thoroughly dust furniture. Completely sweep and/or vacuum
             carpets. Sweep storage space. Spot clean all wall surfaces within
             70 inches of the floor.

         6.  Every Two Months. Damp wipe toilet wastepaper receptacles, stall
             partitions, doors, window sills, and frames. Shampoo entrance and
             elevator carpets.

         7.  Three Times a Year. Dust wall surfaces within 70 inches of the
             floor, vertical surfaces and under surfaces. Clean metal and
             marble surfaces in lobbies. Wet mop or scrub garages.

         8.  Twice a Year. Wash all interior and exterior windows and other
             glass surfaces. Strip and apply four coats of finish to resilient
             floors in toilets. Strip and refinish main corridors and other
             heavy traffic areas.

         9.  Annually. Wash all venetian blinds, and dust 6 months from
             washing. Vacuum or dust all surfaces in the building of 70 inches
             from the floor, including light fixtures. Vacuum all draperies in
             place. Strip and refinish floors in offices and secondary lobbies
             and corridors. Shampoo carpets in corridors and lobbies. Clean
             balconies, ledges, courts, areaways, and flat roofs.

         10. Every Two Years. Shampoo carpets in all offices and other
             non-public areas.

         11. Every Five Years. Dry-clean or wash (as appropriate) all draperies.

         12. As Required. Properly maintain plants and lawns. Remove snow and
             ice from entrances, exterior walks, and parking lots of the
             building. Provide initial supply, installation, and replacement of
             light bulbs, tubes, ballasts, and starters. Replace worn floor
             coverings (this includes the moving and returning of furnishings).
             Control pests as appropriate, using integrated Pest Management
             techniques.

7.8  SCHEDULE OF PERIODIC SERVICES
     Within 60 days after occupancy by the Government, the Lessor shall provide
     the Contracting Officer with a detailed written schedule of all periodic
     services and maintenance to be performed other than daily, weekly, or
     monthly.

7.9  LANDSCAPE MAINTENANCE
     Performance will be based on the Contracting Officer's evaluation of
     results and not the frequency or the method of performance. Landscape
     maintenance shall be performed during the growing season on a weekly
     cycle and shall consist of watering, mowing, and


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                                       43
<PAGE>

         policing the area to keep it free of debris. Pruning and fertilization
         shall be done on an as needed basis. In addition, dead or dying plants
         shall be replaced.

7.10     FLAG DISPLAY

         The Lessor shall be responsible for flag display on all workdays and
         Federal holidays. The Government will provide instructions when flags
         shall be flown at half-staff.

7.11     SECURITY (SEP 2000) (NCR VARIATION AUG 2002)(TSA SEP 2002)

         A.       During non-duty hours, the Lessor shall provide an electronic
                  key card perimeter security system which covers all building
                  entrances which shall be independently monitored 24 hours a
                  day by a TSA-approved, class A commercial monitoring station,
                  and provide a level of security which reasonably deters
                  unauthorized entry to the leased space.

         B.       The Lessor shall, upon request of the Contracting Officer,
                  deter loitering or disruptive acts in and around the space
                  leased during duty hours.

         C.       The Lessor must provide a detailed outline of the building
                  standard security system.

         D.       In cases of a building emergency, or where building security
                  has been compromised or breached, the TSA Buildings Manager
                  and on-site security must be notified immediately by the
                  Lessor and/or the Lessor's agent.

         E.       At the Government's expense, the Government retains the right
                  to implement security requirements in accordance with the June
                  28, 1995, Vulnerability Assessment of Federal Facilities
                  report of the U.S. Department of Justice.

7.12     ADDITIONAL SECURITY; ADDITIONAL REQUIREMENTS (TSA SEP 2002)

         A.       The Government reserves the right to require the Lessor to
                  submit completed fingerprint charts and personal history
                  statements for each employee of the Lessor as well as
                  employees of the Lessor's contractors or subcontractors who
                  will provide building operating services of a continuing
                  nature for the property in which the leased space is located.
                  The Government may also require this information for employees
                  of the Lessor, the Lessor's contractors, or subcontractors who
                  will be engaged to perform alterations or emergency repairs
                  for the property.

         B.       If required, the Contracting Officer will furnish the Lessor
                  with form FD-258, "Fingerprint Chart" and Form 176,
                  "Statement of Personal History" to be completed for each
                  employee and returned by the Lessor to the Contracting
                  Officer or his designated representative within 10 working
                  days from the date of the written request to do so. Based on
                  the information furnished, the Government will conduct
                  security checks of the employees. The Contracting Officer
                  will advise the Lessor in writing if an employee is found to
                  be unsuitable or unfit for his assigned duties. Effective
                  immediately, such an employee cannot work or be assigned to
                  work on the property in which the leased space is located.
                  The Lessor will be required to provide the same data within
                  10 working days from the addition of new employee(s) to the
                  work force. In the event the Lessor's contractor/
                  subcontractor is subsequently replaced, the new contractor/
                  subcontractor is not required to submit another set of these
                  forms for employees who were cleared through this process
                  while employed by the former contractor/subcontractor. The
                  Contracting Officer may require the Lessor to submit Form
                  FD-258 and Form 176 for every employee covered by this clause
                  on a 3-year basis.

         C.       Minimum security standards shall be as follows:

                  1.       The Contracting Officer shall reserve the right to
                           reject a building that may pose a security risk to
                           the Government occupants. Visitor parking shall not
                           be immediately adjacent to the building perimeter.
                           The Government reserves the right to establish
                           facility parking controls to limit access to
                           Government parking.

                  2.       The Government has a right to declare a state of
                           emergency during a security alert to establish access
                           and security screening measures in adjacent space not
                           leased by the Government, which could create a
                           security risk for the Federal offices. These areas
                           would include parking garages, outdoor parking areas,
                           lobbies and loading-dock areas.

                  3.       The Lessor will support and assist the building
                           security committee and Occupant Emergency Team in
                           developing and exercising safety and security
                           measures for the facility to include the use of the
                           building public address system to alert employees of
                           building emergencies (bomb-threats, fire, utility
                           emergencies, etc.).

         D.       Tenant Improvement Information:

                  1.       Alarm, access control, and video system. The
                           Government reserves the right to install a security
                           system covering both inside and outside the building.
                           This will involve the installation of camera on
                           exterior surfaces, poles or other structures as
                           required. Interior cameras will include all entry and
                           exits as well as other areas under Government
                           control. Access control, including electric strikes
                           and card readers, will be installed as required by
                           the Government and may include exterior doors, garage
                           gates, building core areas and Government spaces.

                  2.       Window film. The Government may install an
                           anti-fragmentation window security film on the
                           interior of all windows that are subject to damage by
                           blast or natural disasters including those in common
                           areas.

                  3.       Bollards. The building(s) will be protected by the
                           installation of crash barriers around the perimeter.
                           These may be concrete bollards, planters, retractable
                           gates, or other architectural features. They shall
                           conform as much as practical to the existing building
                           features and structures to avoid an armed camp
                           appearance.


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<PAGE>
         4.       Lighting. If required to provide safety and security, building
                  indoor and outdoor lighting may be upgraded or supplemented
                  with visible or infrared lights as required.

         5.       Generator. A large generator and storage tank for 72 hours
                  will be required on-site to serve TSA's extensive backup power
                  needs.

         6.       Locks. A Government-designed high security locking system
                  will be installed on spaces that require access control. These
                  locks shall contain a removable core and will replace the
                  building standard locksets.

7.13     MAINTENANCE AND TESTING OF SYSTEMS (SEP 2000)
         A. The Lessor is responsible for the total maintenance and repair of
            the leased premises. Such maintenance and repairs include site and
            private access roads. All equipment and systems shall be maintained
            to provide reliable, energy-efficient service without unusual
            interruption, disturbing noises, exposure to fire or safety hazards,
            uncomfortable drafts, excessive air velocities, or unusual emissions
            of dirt. The Lessor's maintenance responsibility includes initial
            supply and replacement of all supplies, materials, and equipment
            necessary for such maintenance. Maintenance, testing, and inspection
            of appropriate equipment and systems shall be done in accordance
            with applicable codes, and inspection certificates shall be
            displayed as appropriate. Copies of all records in this regard shall
            be forwarded to the TSA Field Office Manager or a designated
            representative.

         B. Without any additional charge, the Government reserves the right to
            require documentation of proper operations or testing prior to
            occupancy of such systems as fire alarm, sprinkler, emergency
            generator, etc. to ensure proper operation. These tests shall be
            witnessed by a designated representative of the Contracting Officer.

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<PAGE>
8.0      SAFETY AND ENVIRONMENTAL MANAGEMENT

8.1      OCCUPANCY PERMIT (SEP 2000)
         The Lessor shall provide a valid occupancy permit for the intended use
         of the Government and shall maintain and operate the building in
         conformance with current local codes and ordinances. If the local
         jurisdiction does not issue occupancy permits, the Offeror shall
         consult the Contracting Officer to determine if other documentation may
         be needed.


8.2      FIRE AND LIFE SAFETY (SEP 2000)

         A.       Below-grade space to be occupied by the Government and all
                  areas in a building referred to as "hazardous areas" in NFPA
                  Standard 101, Life Safety Code, or any successor standard
                  thereto, shall be protected by an automatic sprinkler system
                  or an equivalent level of safety.


         B.       If offered space is three (3) stories or more above grade, the
                  Offeror shall provide written documentation that the building
                  meets egress and fire alarm requirements as established by
                  NFPA Standard 101 or equivalent. However, if 1) offered space
                  is 5 stories or less above grade, 2) the total
                  Government-demised area in the building (all leases combined)
                  will be less than 35,000 square feet, and 3) the building is
                  sprinklered, this documentation is not required.

         C.       If offered space is six (6) stories or more above grade,
                  additional fire and life safety requirements may apply.
                  Therefore, the Offeror shall advise the Government in its
                  offer whether or not the offered space, or any part thereof,
                  is on or above the sixth floor of the offered building.

         D.       All exits, stairs, corridors, aisles, and passageways that may
                  be used by the Government shall comply with NFPA Standard 101,
                  or local code, whichever is more stringent.


8.3      SPRINKLER SYSTEM (SEP 2000)

         A.       If any portion of the offered space is on or above the sixth
                  floor, and lease of the offered space will result, either
                  individually or in combination with other Government leases in
                  the offered building, in the Government leasing more than
                  35,000 ANSI/BOMA Office Area square feet of space in the
                  offered building, then the entire building shall be protected
                  by an automatic sprinkler system or an equivalent level of
                  safety.

         B.       If an Offeror proposes to satisfy any requirement of this
                  paragraph by providing an equivalent level of safety, the
                  Offeror shall submit, for Government review and approval, a
                  fire protection engineering analysis, performed by a qualified
                  fire protection engineer, demonstrating that an equivalent
                  level of safety for the offered building exists. The Offeror
                  shall contact the Contracting Officer for further information
                  regarding Government review and approval of the "equivalent
                  level of safety" analyses. Refer to 41 CFR Part 101-6.6 for
                  guidance on conducting an equivalent level of safety analysis.

         C.       Definition: "Equivalent level of safety" means an alternative
                  design or system (which may include automatic sprinkler
                  systems), based upon fire protection engineering analysis,
                  which achieves a level of safety equal to or greater than that
                  provided by automatic sprinkler systems.


8.4      MANUAL FIRE ALARM SYSTEMS (SEP 2000)
         Manual fire alarm systems shall be provided in accordance with NFPA
         Standard 101 (current as of the date of this SFO). Systems shall be
         maintained and tested by the Lessor in accordance with NFPA Standard
         72, National Fire Alarm Code. The fire alarm system wiring and
         equipment shall be electrically supervised and shall automatically
         notify the local fire department (NFPA Standard 72) or approved central
         station. Emergency power shall be provided in accordance with NFPA
         Standard 70, National Electrical Code, and NFPA Standard 72.

8.5      OSHA REQUIREMENTS (SEP 2000)
         The Lessor shall maintain buildings and space in a safe and healthful
         condition according to OSHA standards.

8.6      ASBESTOS (SEP 2000)
         A.       Offers are requested for space with no asbestos-containing
                  materials (ACM), or with ACM in a stable, solid matrix (e.g.,
                  asbestos flooring or asbestos cement panels) which is not
                  damaged or subject to damage by routine operations. For
                  purposes of this paragraph, "space" includes the 1) space
                  offered for lease; 2) common building areas; 3) ventilation
                  systems and zones serving the space offered; and 4) the area
                  above suspended ceilings and engineering space in the same
                  ventilation zone as the space offered. If no offers are
                  received for such space, the Government may consider space
                  with thermal system insulation ACM (e.g., wrapped pipe or
                  boiler lagging) which is not damaged or subject to damage by
                  routine operations.

         B.       Definition. ACM is defined as any materials with a
                  concentration of greater than 1 percent by dry weight of
                  asbestos.

         C.       Space with ACM of any type or condition may be upgraded by the
                  Offeror to meet the conditions described in subparagraph A by
                  abatement (removal, enclosure, encapsulation, or repair) of
                  ACM not meeting those conditions. If an offer involving
                  abatement of ACM is accepted by the Government, the Lessor
                  shall, prior to occupancy, successfully complete the abatement
                  in accordance with OSHA, EPA, Department of Transportation
                  (DOT), state, and local regulations and guidance.


SFO NO. DTSA20-03-R-00528                      INITIALS:   [SIG]    &    [SIG]
                                                         ---------     ---------
                                       46                 LESSOR         GOV'T
<PAGE>
         D.       Management Plan. If space is offered which contains ACM, the
                  Offeror shall submit an asbestos-related management plan for
                  acceptance by the Government prior to lease award. This plan
                  shall conform to EPA guidance, be implemented prior to
                  occupancy, and be revised promptly when conditions affecting
                  the plan change. If asbestos abatement work is to be performed
                  in the space after occupancy, the Lessor shall submit to the
                  Contracting Officer the occupant safety plan and a description
                  of the methods of abatement and re-occupancy clearance, in
                  accordance with OSHA, EPA, DOT, state and local regulations
                  and guidance, at least 4 weeks prior to the abatement work.

8.7      INDOOR AIR QUALITY (SEP 2000)

         A.       The Lessor shall control contaminants at the source and/or
                  operate the space in such a manner that the GSA indicator
                  levels for carbon monoxide (CO), carbon dioxide (CO(2)), and
                  formaldehyde (HCHO) are not exceeded. The indicator levels for
                  office areas shall be: CO - 9 ppm time-weighted average (TWA -
                  8-hour sample); CO(2) - 1,000 ppm (TWA); HCHO-0.1 ppm (TWA).

         B.       The Lessor shall make a reasonable attempt to apply
                  insecticides, paints, glues, adhesives, and HVAC system
                  cleaning compounds with highly volatile or irritating organic
                  compounds, outside of working hours. The Lessor shall provide
                  at least 72 hours advance notice to the Government before
                  applying noxious chemicals in occupied spaces and shall
                  adequately ventilate those spaces during and after
                  application.

         C.       The Lessor shall promptly investigate indoor air quality (IAQ)
                  complaints and shall implement the necessary controls to
                  address the complaint.

         D.       The Government reserves the right to conduct independent IAQ
                  assessments and detailed studies in space that it occupies, as
                  well as in space serving the Government-demised area (e.g.,
                  common use areas, mechanical room, HVAC systems etc.). The
                  Lessor shall assist the Government in its assessments and
                  detailed studies by 1) making available information on
                  building operations and Lessor activities; 2) providing access
                  to space for assessment and testing, if required; and 3)
                  implementing corrective measures required by the Contracting
                  Officer.

         E.       The Lessor shall provide to the Government material safety
                  data sheets (MSDS) upon request for the following products
                  prior to their use during the term of the lease: adhesives,
                  caulking, sealants, insulating materials, fireproofing or
                  firestopping materials, paints, carpets, floor and wall
                  patching or leveling materials, lubricants, clear finish for
                  wood surfaces, janitorial cleaning products, pesticides,
                  rodenticides, and herbicides. The Government reserves the
                  right to review such products used by the Lessor within 1)
                  the Government-demised area; 2) common building areas; 3)
                  ventilation systems and zones serving the leased space; and 4)
                  the area above suspended ceilings and engineering space in the
                  same ventilation zone as the leased space.

8.8      RADON IN AIR (SEP 2000)

         A.       The radon concentration in the air of space leased to the
                  Government shall be less than EPA's action concentration for
                  homes of four (4) picoCuries per liter (pCi/L), herein called
                  "EPA's action concentration."

         B.       INITIAL TESTING:

                  1.       The Lessor shall 1) test for radon that portion of
                           space planned for occupancy by the Government in
                           ground contact or closest to the ground up to and
                           including the second floor above grade (space on the
                           third or higher floor above grade need not be
                           measured); 2) report the results to the Contracting
                           Officer upon award; and 3) promptly carry out a
                           corrective action program for any radon concentration
                           which equals or exceeds the EPA action level.

                  2.       Testing sequence. The Lessor shall measure radon by
                           the standard test in subparagraph D.1. completing the
                           test not later than 150 days after award, unless the
                           Contracting Officer decides that there is not enough
                           time to complete the test before Government
                           occupancy, in which case the Lessor shall perform
                           the short test in subparagraph D.2.

                  3.       If the space offered for lease to the Government is
                           in a building under construction or proposed for
                           construction, the Lessor shall, if possible, perform
                           the standard test during build out before Government
                           occupancy of the space. If the Contracting Officer
                           decides that it is not possible to complete the
                           standard test before occupancy, the Lessor shall
                           complete the short test before occupancy and the
                           standard test not later than 150 days after
                           occupancy.

         C.       CORRECTIVE ACTION PROGRAM:

                  1.       Program Initiation and Procedures.

                           a.       If either the Government or the Lessor
                                    detects radon at or above the EPA action
                                    level at any time before Government
                                    occupancy, the Lessor shall carry out a
                                    corrective action program which reduces the
                                    concentration to below the EPA action level.


                           b.       If either the Government or the Lessor
                                    detects a radon concentration at or above
                                    the EPA action level at any time after
                                    Government occupancy, the Lessor shall
                                    promptly carry out a corrective action
                                    program which reduces the concentration to
                                    below the EPA action level.

                           c.       If either the Government or the Lessor
                                    detect a radon concentration at or above the
                                    EPA residential occupancy concentration of
                                    200 pCi/L at any time after Government
                                    occupancy, the Lessor shall promptly
                                    restrict the use of the affected area and
                                    shall provide comparable temporary space for
                                    the tenants, as agreed to by the Government,
                                    until the Lessor carries out a prompt
                                    corrective action program which reduces the
                                    concentration to below the EPA action level
                                    and certifies the space of reoccupancy.




SFO NO. DTSA20-03-R-00528                      INITIALS:   [SIG]    &    [SIG]
                                                         ---------     ---------
                                       47                 LESSOR         GOV'T
<PAGE>


                           d.       The Lessor shall provide the Government with
                                    prior written notice of any proposed
                                    corrective action or tenant relocation. The
                                    Lessor shall promptly revise the corrective
                                    action program upon any change in building
                                    condition or operation which would affect
                                    the program or increase the radon
                                    concentration to or above the EPA action
                                    level.

                  2.       The Lessor shall perform the standard test in
                           subparagraph D.1 to assess the effectiveness of a
                           corrective action program. The Lessor may also
                           perform the short test in subparagraph D.2 to
                           determine whether the space may be occupied but shall
                           begin the standard test concurrently with the short
                           test.

                  3.       All measures to accommodate delay of occupancy,
                           corrective action, tenant relocation, tenant
                           reoccupancy, or follow-up measurement, shall be
                           provided by the Lessor at no additional cost to the
                           Government.

                  4.       If the Lessor fails to exercise due diligence, or is
                           otherwise unable to reduce the radon concentration
                           promptly to below the EPA action level, the
                           Government may implement a corrective action program
                           and deduct its costs from the rent.

         D.       TESTING PROCEDURES:

                  1.       Standard Test. Place alpha track detectors or
                           electret ion chambers throughout the required area
                           for 91 or more days so that each covers no more than
                           2,000 ANSI/BOMA Office Area square feet. Use only
                           devices listed in the EPA Radon Measurement
                           Proficiency Program (RMP) application device
                           checklists. Use a laboratory rated proficient in the
                           EPA RMP to analyze the devices. Submit the results
                           and supporting data (sample location, device type,
                           duration, radon measurements, laboratory proficiency
                           certification number, and the signature of a
                           responsible laboratory official) within 30 days after
                           the measurement.

                  2.       Short Test. Place alpha track detectors for at least
                           14 days, or electret ion chambers or charcoal
                           canisters for 2 days to 3 days, throughout the
                           required area so that each covers no more than 2,000
                           ANSI/BOMA Office Area square feet, starting not later
                           than 7 days after award. Use only devices listed in
                           the EPA RMP application device checklists. Use a
                           laboratory rated proficient in the EPA RMP to analyze
                           the devices. Submit the results and supporting data
                           within 30 days after the measurement. In addition,
                           complete the standard test not later than 150 days
                           after Government occupancy.

        8.9      CONTAMINATES IN WATER (SEP 2000)(TSA SEP 2002)
                 A.       The Lessor shall demonstrate that water
                          provided in the leased space is in compliance
                          with EPA requirements and shall submit
                          certification to the Contracting Officer
                          prior to the Government occupying the space.

                 B.       If the EPA action level is reached or
                          exceeded, the Lessor shall institute
                          appropriate abatement methods which reduce
                          the radon, lead or other contaminates levels
                          to below this action level.

       8.10      HAZARDOUS MATERIALS (OCT 1996)
                 The leased space shall be free of hazardous materials
                 according to applicable Federal state, and local environmental
                 regulations.

       8.11      RECYCLING (SEP 2000)
                 Where state and/or local law, code, or ordinance require
                 recycling programs for the space to be provided pursuant to
                 this SFO, the successful Offeror shall comply with such state
                 and/or local law, code, or ordinance in accordance with GSA
                 Form 3517, General Clauses, 552.270-8, Compliance with
                 Applicable Law. In all other cases, the successful Offeror
                 shall establish a recycling program in the leased space where
                 local markets for recovered materials exist. The Lessor agrees,
                 upon request, to provide the Government with additional
                 information concerning recycling programs maintained in the
                 building and in the leased space.


SFO NO. DTSA20-03-R-00528                      INITIALS:   [SIG]    &    [SIG]
                                                         ---------     ---------
                                                          LESSOR         GOV'T

                                       48
<PAGE>
9.0      TENANT IMPROVEMENTS

9.1      TENANT IMPROVEMENTS PRIOR TO THE GOVERNMENT'S INITIAL ACCEPTANCE OF
         SPACE (SEP 2000)
         A.       The Lessor is required to provide cost or pricing data in
                  conjunction with the Tenant Improvements as specified by the
                  Government in GSA Form 3517, General Clauses.

         B.       In lieu of submitting detailed cost or pricing data and
                  entering into negotiations to determine a final cost for the
                  subject work, the Government (in accordance with FAR 15.403)
                  is willing to accept a price based upon the results of a
                  competitive proposal process if the following conditions are
                  met:

                  1.       The Lessor shall submit to the Government a proposal
                           for overhead, profit, permits, and regulatory fees
                           for all Tenant Improvements.

                           a.       This will be negotiated and agreed upon
                                    prior to the award for the subject
                                    improvements (separate from lease award).

                  2.       The scope of work includes the lease, the SFO, all
                           SFO attachments, the construction drawings/documents,
                           and written specifications. In cases of
                           discrepancies, the Lessor shall immediately notify
                           the Contracting Officer to request clarification. All
                           differences will be resolved by the Contracting
                           Officer in accordance with the terms and conditions
                           of the lease.


                  3.       No building shell items shall be included in the
                           competitive proposal.


                  4.       A minimum of three qualified sub-contractors shall be
                           invited to participate in the competitive proposal
                           process.  Each participate shall compete
                           independently in the process.

                  5.       Each proposal shall be 1) submitted in Construction
                           Specifications Institute (CSI) format by the proposed
                           contractors and 2) reviewed by the Government. The
                           Government reserves the right to determine if bids
                           meet with the scope of work, that the price is
                           reasonable, and that the Offeror is qualified to
                           perform the work.  The Government reserves the right
                           to reject any/all bids, at its sole discretion.

                  6.       The Government shall be represented at all
                           negotiation sessions between the Lessor and potential
                           contractors.

                  7.       The Lessor shall demonstrate to the Government that
                           best efforts have been made to obtain the most
                           competitive prices possible, and the Lessor shall
                           accept responsibility for all prices through direct
                           contracts with all contractors.

                  8.       Once the Government determines that there is adequate
                           competition, and upon the Government's acceptance of
                           the Lessor's cost proposal based upon that
                           competition (provided the Lessor selects the
                           competition's lowest priced bid of a contractor
                           qualified to perform the subject work), the
                           Contracting Officer shall issue to the Lessor a
                           notice to proceed for the subject work.









SFO NO. DTSA20-03-R-00528                      INITIALS:   [SIG]    &    [SIG]
                                                         ---------     ---------
                                       49                 LESSOR         GOV'T
<PAGE>
10.0     SPECIAL REQUIREMENTS


10.1     TRANSPORTATION SECURITY ADMINISTRATION OVERVIEW (TSA OCT 2002)

         A.       On November 19, 2001, the President signed into law the
                  Aviation and Transportation Security Act (ATSA), which among
                  other things, established a new Transportation Security
                  Administration (TSA). TSA's goal is to occupy a model
                  headquarters facility that looks smart and integrates
                  technology and daily activities to meet its needs in the year
                  2003 and beyond.

                  1.       Innovative -- A workplace that supports TSA's values
                           of integrity, innovation, courtesy and respect,
                           competence, customer focus, dedication, diversity,
                           and teamwork.

                  2.       High-Performance -- A workplace that serves as a
                           catalyst for best practices supporting new business
                           challenges and opportunities and an environment that
                           attracts and retains talented professionals.

                  3.       Best Value -- A workplace that balances cost and
                           benefit. Work environments that support people and
                           processes, and are built to change as mission
                           directives evolve.


10.2     TRANSPORTATION SECURE ADMINISTRATION OBJECTIVES AND STRATEGIC APPROACH
         (TSA OCT 2002)

         A.       TSA groups are housed in various locations throughout the
                  metropolitan Washington, DC area. It is imperative that TSA
                  collocate to a headquarters facility as quickly as possible to
                  effectively meet their mission directives. In addition, as
                  this newly formed agency is rapidly growing to full capacity,
                  present occupied space does not meet TSA's space requirements.
                  TSA's target date for commencement of occupancy is on or about
                  January 2, 2003.

          B.      TSA has developed a Strategic Project Plan which is a macro
                  level project approach to achieve TSA's short and long-term
                  goals. For the short term, TSA needs to occupy space as
                  quickly as possible to support its current growth. For the
                  long term, TSA requires a fully functional headquarters space
                  that will support its mission.  The strategic Project Plan is
                  a three phased approach proposed to meet TSA's goals.

                  1.       PHASE 1:
                           The strategy for Phase 1 is "as is space" which is
                           ready for immediate occupancy as demonstrated by the
                           capability to immediately obtain a certificate for
                           occupancy. The critical element in this phase is the
                           available of 25,000-50,000 ANSI/BOMA rentable square
                           footage of space at lease execution with the ability
                           for TSA to begin occupancy of the space on or about
                           January 2, 2003. TSA must have the ability to access
                           the space at the time of lease execution to begin
                           installation of furniture and other equipment.
                           Subsequently, TSA will require additional space of
                           25,000-50,000 ANSI/BOMA rentable square foot
                           increments to be available February 1, 2003 and March
                           1, 2003.

                           Phase 1 requirements are for a total of up to 150,000
                           ANSI/BOMA rentable square feet available for phased
                           occupancy. It is TSA's intention to occupy the space
                           with no tenant improvement beyond telecommunication
                           infrastructure and power connections to installed
                           workstations.  TSA will require space to house a
                           temporary mailroom and provide for building entrance
                           security and other necessary equipment to supply the
                           minimum requirements for TSA's personnel to operate
                           within a secure office environment.

                  2.       PHASE 2:
                           Phase 2 consists of new construction of the remaining
                           300,000-400,000 ANSI/BOMA rentable square footage
                           with a phased construction/delivery. The definition
                           of new construction is building shell specifications
                           as defined per the SFO, and the tenant improvements
                           required for final occupancy of built space. All
                           offered space and building systems shall be upgraded
                           and built out to comply with all Federal, national,
                           state and local codes as required per the SFO. The
                           Phase 2 new construction will be a phased
                           construction/delivery that will consist of
                           approximately 225,000-325,000 ANSI/BOMA rentable
                           square feet that will entail enclosed offices,
                           workstations, office support and unique/special space
                           build-out. The remaining 75,000 ANSI/BOMA rentable
                           square feet will entail the TSA joint-use spaces.

                           The first portion of Phase 2 will be the delivery of
                           100,000 BOMA rentable square feet. Planning and
                           construction documents development will commence at
                           lease execution. The Government provided Program of
                           Requirements and Space Plans for the first 100,000
                           square feet will be delivered to the Lessor 20 days
                           after lease execution. The 100,000 square feet shall
                           be available for occupancy on September 1, 2003.
                           Refer to Section 3.16 and 3.17 for more detailed
                           construction schedule information. With the phased
                           construction completion of each sub-phase of Phase 2
                           space, a portion of the Phase 1 occupants will be
                           relocated to Phase 2 completed space.

                  3.       PHASE 3:
                           Phase 3 consists of new construction/renovation of
                           the up to 150,000 ANSI/BOMA rentable square footage
                           of Phase 1 "as is space" with phased construction
                           delivery. The "as is space" construction cannot begin
                           until enough Phase 2 space is complete for occupancy
                           and TSA employees have relocated from the "as is
                           space" to the completed Phase 2 spaces. The
                           definition of new construction/renovation is building
                           shell specifications as defined per the SFO, and the
                           tenant improvements required for final occupancy of
                           built space by March 2004.

                           The Phase 3 space will entail enclosed offices,
                           workstations, office support and unique/special space
                           build-out. TSA will work with the Lessor to develop
                           the most expedient construction project schedule to
                           achieve occupancy of the Phase 3 full



SFO NO. DTSA20-03-R-00528                      INITIALS:   [SIG]    &    [SIG]
                                                         ---------     ---------
                                       50                 LESSOR         GOV'T

<PAGE>

                           tenant build-out space. With the phased construction
                           completion for each sub-phase of Phase 3 space, the
                           remaining occupants of Phase 1 space will be
                           relocated to Phase 3 completed space.

10.3     TYPES OF SPACE (TSA OCT 2002)

         A.       As a newly formed agency, TSA is still defining its space
                  requirements. These requirements evolve as groups identify
                  their mission and functions. A Master Space Study is being
                  developed to aid in identifying types, quantity and build out
                  of space.

         B.       Proposed tenant build out space composition includes 68%
                  general office space consisting of a combination of open
                  space, work stations, and office space, 15% unique/special
                  spaces housing particular functions in support of individual
                  TSA groups, and 17% building/joint use spaces necessary to
                  support TSA's operations and available for common use by the
                  entire agency.


                        -End of Solicitation for Offers-



















SFO NO. DTSA20-03-R-00528                      INITIALS:   [SIG]    &    [SIG]
                                                         ---------     ---------
                                       51                 LESSOR         GOV'T
<PAGE>
          UNITED STATES OF AMERICA           SUPPLEMENTAL AGREEMENT   DATE
        SUPPLEMENTAL LEASE AGREEMENT         No. 12

                                             TO LEASE NO. DTSA20-03-R-00528

ADDRESS OF PREMISES:     601/701 S. 12th Street
                         Arlington, VA 22202


THIS AGREEMENT, made and entered into this date by and between: MCI WORLDCOM
                                                                NETWORK
                                                                SERVICES, INC.

Whose address is:

                 c/o Spaulding & Style Colliers International
                 1717 Pennsylvania Avenue, NW, Suite 1000
                 Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

     ITEM 1:

     THE LESSOR DESIRES TO RETAIN ADDITIONAL SQUARE FOOTAGE IN THE BUILDING FOR
     A TERMINAL ROOM (AND RELATED EQUIPMENT) LOCATED ON THE 2ND FLOOR OF THE
     EAST TOWER. THEREFORE, PARAGRAPH 12 OF RIDER #1 TO LEASE #DTSA20-03-R-00528
     IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING:

     "12. This offer is for a single-occupancy requirement of approximately
     543,945 BOMA rentable square feet in total, with the TSA being the single
     tenant Agency. However, approximately 5,073 BOMA rentable square feet of a
     terminal room (and related equipment) in the Building is to be retained by
     the Lessor along with terminal room related riser access and garage space
     for infrastructure backup (generator).

     Attached to this supplemental lease agreement are Exhibits B-1, B-2, B-3,
     B-4, B-5, B-6, and B-7, illustrating the Lessor's terminal room on the 2nd
     floor of the East Tower, with related riser access and garage space for
     infrastructure backup (generator)."

     ITEM 2:

     THE GOVERNMENT DESIRES TO INCREASE THE SQUARE FOOTAGE LEASED IN THE
     BUILDING THROUGH THE ADDITION OF CERTAIN BELOW-GRADE SPACE. THEREFORE,
     PARAGRAPH 1 OF STANDARD FORM 2 TO LEASE # DTSA20-03-R-00528 IS HEREBY
     DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING:

     "1. The Lessor hereby leases to the Government the following described
     premises:

     A total of 543,945 BOMA rentable square feet (BRSF) equivalent to 494,541
     BOMA Office Usable Square Feet (BUSF) of office and related space in
     601/701 South 12th Street, Arlington, VA 22202-4202. The leased area is
     comprised of the following: 540,189 BRSF equivalent to 491,126 BUSF of
     office and related space in the East and West Towers on 12 above grade
     full-floor stories and 3,756 BRSF equivalent to 3,415 BUSF of mailroom and
     storage related space in the East and West Towers on the P1 below-grade
     level, (see Attached Floor Plans) to be used for SUCH PURPOSES AS
     DETERMINED BY THE GOVERNMENT.

     The Government will also lease the parking garage in its entirety."

     There SHALL BE NO TENANT IMPROVEMENT ALLOWANCE FOR THE BELOW-GRADE LEASED
     SPACE.

     ATTACHED TO THIS SUPPLEMENTAL LEASE AGREEMENT ARE EXHIBITS C-1 AND C-2
     ILLUSTRATING THE GOVERNMENT'S BELOW-GRADE LEASED SPACE.

     ADDITIONALLY, THE TABLE IDENTIFIED IN PARAGRAPH 1 OF RIDER #1 TO LEASE
     #DTSA20-03-R-00528 IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE
     FOLLOWING:


(Continued on Next Page)
GSA DC 68-1176                                               GSA FORM 276 JUL 67
<PAGE>
<TABLE>
<CAPTION>
"                   BOSF        PER BOSF      TOTAL               MONTHLY
<S>                 <C>         <C>           <C>                 <C>
PHASE 2 & 3         491,126     $34.75        $17,066,625.50      $1,422,219.04

PHASE 1,2, & 3      3,415       $28.42        $97,054.30          $8,087.86

PARKING                                       $1,230,060.00       $102,505.00

                                              $18,382,060.50
          $1,531,838.62"

</TABLE>



ITEM 3:
THE LESSOR AND THE GOVERNMENT HAVE AGREED TO THE FOLLOWING ADDITIONAL CHANGES:

1.   During the term of the Lease, the Government shall be granted a license to
use the following:

     A.   The 2nd floor LAN room located in the East Tower adjacent to the "MCI
          Terminal Room" (see attached, Exhibit B-1), on a non-exclusive basis.
     B.   The Building's 24/7 cooling system (Manufacturer:BAC; Model#
          BAL-VXT-315C; Serial# 83-3042) and associated pumps.
     C.   The UPS (Uninterrupted Power Supply) currently located on the 6th
          floor of the West Tower.
     D.   The 1,000 KW generator located on the P2 level of the East Tower (see
          #3 below for greater detail).

2.   During the term of the Lease, the Lessor will maintain ownership of the
cooling tower and of the UPS described above, however, the Government will be
responsible for all operating expenses, repair, maintenance and/or replacement
costs related to these items.

3.   During the term of the Lease, the Lessor will maintain ownership of the
1,000 KW generator described above, however, the Government will be responsible
for all operating expenses, repair, maintenance and/or replacement costs related
to this generator. In addition, the Government will be required to purchase a
new generator of suitable size for the Building life safety systems and 24/7
cooling systems. The Government will be responsible for the cost of designing
and transferring the life safety systems and 24/7 cooling systems from the P1
and P2 1,000 KW generators (which currently provide power for the same) to the
new generator, all with Lessor's prior approval. Once the life safety systems
and 24/7 cooling systems have been connected to the new generator, the Lessor
will be responsible for all operating expenses, repair, maintenance and/or
replacement costs related to the new generator.

4.   The Lessor agrees to pay for any re-design charges incurred by the
Government in the re-planning of space affected by the Lessor's expansion of the
Terminal Room on the 2nd floor of the East Tower, however, the Lessor shall only
be responsible for actual third-party amounts not to exceed $8,000.00.

ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.

IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

--------------------------------------------------------------------------------
THIS AGREEMENT, made and entered into this date by and between:
--------------------------------------------------------------------------------

LESSOR:  MCI WORLDCOM NETWORK SERVICES, INC.

BY
   --------------------------------            ---------------------------------
   (Signature)                                 (Title)


IN THE PRESENCE OF (witnessed by:)


   --------------------------------            ---------------------------------
   (Signature)                                 (Address)



--------------------------------------------------------------------------------
UNITED STATES OF AMERICA

BY
   --------------------------------            ---------------------------------
   (Signature)                                 (Title)



GSA DC 68-1176                                               GSA FORM 276 JUL 67