LEASE AGREEMENT

     This LEASE,  is made July 26, 1999 by and between 100 PAINTERS  MILL,  LLC,
("Landlord"), a Maryland limited liability company and SALES ONLINE DIRECT, INC.
("Tenant"); a Maryland corporation.

                                   WITNESSETH:

     That in  consideration  of the mutual promises herein  contained,  Landlord
hereby  leases to Tenant,  and Tenant  hereby  leases from  Landlord,  the space
within the building (the "Building")  located at 100 Painters Mill Road,  Owings
Mills, Maryland 21117 and known as Suite 400 containing an agreed upon amount of
4,088  rentable  square  feet,  said space being  shaded on Exhibit "A" attached
hereto (the "Premises") for the term of five (5) years (the "Term") beginning on
the Lease Commencement Date as hereinafter defined.

     The Rent Commencement Date,  whenever used herein,  shall be the earlier to
occur of the following:  (a) the date when the Premises are ready for occupancy;
or (b) the date when Tenant shall take possession of or occupy the Premises. The
Premises  shall  be  deemed  ready  for  occupancy  when  the work to be done by
Landlord  pursuant to Exhibit B attached  hereto is  substantially  completed or
would  have been  except for delay due to Tenant as such date is  determined  by
Landlord in good faith. The Lease Commencement Date, whenever used herein, shall
be the Rent Commencement Date if said date is the first of a month, and, if said
date is not the first of a month, the next succeeding first of the month.

          1.  Rent:

              The annual  base  rental  ("Base  Rent") for the first year of the
Term shall be  Eighty-Nine  Thousand  Nine Hundred  Thirty-Six  Dollars and Four
Cents  ($89,936.04),  which  Tenant  shall  pay  in  advance  in  equal  monthly
installments of Seven Thousand Four Hundred  Ninety-Four Dollars and Sixty-Seven
Cents ($7,494.67),  the first installment of which (to be pro rated on a per day
basis if the Rent  Commencement  Date is other  than the first day of a calendar
month)  is due and  payable  on the  Rent  Commencement  Date,  with  subsequent
installments  due and payable on the first day of each calendar month thereafter
until the Base Rent  provided  for is paid.  In the event the Rent  Commencement
Date is not the first day of a calendar month,  Tenant shall pay, in addition to
all other sums specified, ($241.76) for each day from the Rent Commencement Date
to the  first day of the next  calendar  month  which is the Lease  Commencement
Date. Tenant shall pay,  concurrently with the signing hereof,  the sum of Seven
Thousand Four Hundred  Ninety-Four  Dollars and Sixty-Seven  Cents  ($7,494.67),
which shall be credited to the first month's rent under this Lease.

              The Base Rent in each  subsequent  year of this Lease  shall be as
follows:

    Year        Annual Rent                Monthly Rent
    ----        -----------                ------------
    2            $89,936.04                 $ 7,494.67
    3            $89,936.04                 $ 7,494.67
    4            $91,980.00                 $ 7,665.00
    5            $94,024.00                 $ 7,835.33

          2.      Payment, Late Charge, Time of Essence:

                  Tenant shall pay the rent as herein provided without deduction
or set off whatsoever, and without any obligation on the Landlord to make demand
for it. To any installment of rent accruing  hereunder and any other sum payable
hereunder,  if not paid within five (5) days of when due,  shall be added a late
charge of five (5%) percent of the amount  overdue for each month the payment is
late.  Time is of the essence in this Lease.  Payments shall be made to Landlord
at the address set forth herein on the notice address.

          3.      Pass-Throughs:

                  A.   Real Estate Taxes:

                    Commencing after the end of the tax/fiscal year in which the
Commencement  Date  falls (or the first year the  "Building"  is  assessed  as a
completed shell,  whichever is later), Tenant shall pay to Landlord in each year
of the Term Tenant's proportionate share (the "Tenant's Proportionate Share") of
the amount, if any, by which the Real Estate Taxes (defined below) applicable to
the  Property  in each such year  exceeds the Base Real  Estate  Taxes  (defined
below). For these purposes,  Tenant's  Proportionate Share shall be 3.67%, which
is the percentage  reached by dividing the number of rentable square feet of the
Premises by 111,316  which is the total  number of  rentable  square feet in the
Building.  The term "Real  Estate  Taxes"  shall mean any and all real  property
taxes,  assessments,  sewer rates, ad valorem charges,  rents and charges, front
foot benefit charges, all other governmental impositions in the nature of any of
the foregoing,  and all costs and expenses (including reasonable attorneys' fees
and costs of court or other proceedings) incurred in contesting any property tax
assessment  or any other  such  governmental  impositions  with  respect  to the
Property. The "Base Real Estate Taxes" shall be the Real Estate Taxes imposed in
connection with the Property and applicable  during the tax/fiscal year in which
the  Commencement  Date  occurs.  Tenant  shall not be entitled to any credit or
rebate in the event Real Estate  Taxes during any one year in the Term are lower
than  the  Base  Real  Estate  Taxes.  Notwithstanding  anything  herein  to the
contrary, in calculating the Tenant's Proportionate Share for any year, Landlord
shall have the right to include in "Real Estate Taxes" all of the same taxes and
assessments  that are  imposed on other real  property  which is adjacent to the
Property or part of the same complex,  provided that for such  calculations  the
denominator  used in  determining  the Tenant's  Proportionate  Share shall also
include the rentable square footage of all buildings on such adjacent property.

                  B.   Operating Expenses:

                    Commencing after the calendar year 2000, Tenant shall pay to
Landlord in each year of the Term Tenant's  Proportionate Share of the amount by
which the  Operating  Expenses  (defined  below)  for such year  exceed the Base
Operating Expenses (defined below). For these Purposes,  Tenant's  Proportionate
share Shall be 3.67%,  which is the percentage reached by dividing the number of
rentable  square feet of the  Premises by 111,316,  which is the total number of
rentable  square  feet in the  Building.  " Operating  Expenses"  shall mean all
expenses,  costs  and  disbursements  of  every  kind  and  nature  incurred  in
connection with the ownership,  management maintenance,  repair and operation of
the Property,  including but not limited to the following: (1) cost of wages and
salaries  of all  employees  engaged in the  operation  and  maintenance  of the
Building and surrounding  grounds and common area,  including but not limited to
payroll  taxes,  insurance and benefits;  (2) cost of all supplies and materials
used in the  operation,  maintenance  and repair of the  Building  and all other
portions of the  Property;  (3) cost of all  utilities  (including  surcharges),
including  but not  limited to water , sewer,  electricity  and gas for both the
rentable  space and the common areas of the Building;  (4) costs  incurred under
all  maintenance  and service  agreements  for the  Building,  including but not
limited to access control, energy management services, window cleaning, elevator
maintenance,  janitorial service and landscaping; (5) cost of insurance relating
to the Property, including but not limited to the cost of casualty and liability
insurance;  (6) cost of repairs and general  maintenance to the Building and the
Property;   (7)  property  management  fees  and  expenses  including,   without
limitation,  computer expenses;  (8) cost of audit and accounting services;  (9)
the costs of any repairs,  replacements or capital improvements required or made
necessary by law or changes in law; (10) cost of any capital  improvements  made
to the Building  that,  in  Landlord's  reasonable  judgment,  will reduce other
operating  expenses  or  increase  energy  efficiency,  provided  such costs are
amortized in accordance with generally accepted accounting  principles ("GAAP")"
at such  rates as may have  been  paid by  Landlord  on funds  borrowed  for the
purpose of  constructing  such  capital  improvements,  or if no such funds were
borrowed,  at such reasonable  rates as are not in conflict with GAAP, (11) cost
of any licenses or permits required by any public  authority,  (12) snow removal
from the common areas of the Property,  and (13) all costs, charges and expenses
incurred  by  Landlord in  connection  with any charge of any company  providing
electric,  telephone or gas services to the Building or the Property  including,
without  limitation,   maintenance,  repairs,  installation  and  service  costs
associated  therewith.  The "Base  Operating  Expenses"  shall be the  Operating
Expenses  applicable  during the calendar  year in which the  Commencement  Date
occurs.  Tenant  shall  not be  entitled  to any  credit  or rebate in the event
Operating  Expenses  in any one year  during  the Term are  lower  than the Base
Operating  Expenses.   Notwithstanding  anything  herein  to  the  contrary,  in
calculating the Tenant's  Proportionate  Share for any year, Landlord shall have
the right to include in "Operating  Expenses" all of the same operating expenses
as are described  above that are incurred in connection with other real property
which is adjacent to the Property or part of the same complex, provided that for
such calculations the denominator used in determining the Tenant'

                  C.   When Due and Payable

                    (1) All rental and other monetary  obligations of Tenant set
forth in the forgoing  provisions  and  elsewhere in this Lease  (whether or not
characterized  as rent),  except for Base Rent, shall be referred to hereinafter
as  "Additional   Rent".  All  Base  Rent  and  Additional  Rent  are  sometimes
hereinafter together referred to as "Rent".

                    (2) The Base Rent for each year (or part thereof) during the
Term  shall  be due and  payable  in  twelve  (12)  consecutive,  equal  monthly
installments,  in advance,  on the first day of each  calendar  month during the
Term, provided that the installment of Rent for the first full calendar month of
the Term shall be due upon  execution of this Lease.  All payments shall be sent
to the notice address shown in this Lease,  or to such other address as Landlord
may designate in writing.

                    (3) Tenant shall pay all Additional  Rent within thirty (30)
days after being billed  therefor by  Landlord.  However,  Landlord  may, at its
discretion,  (a) make from time to time during the Term a reasonable estimate of
the  Additional  Rent which may become due for any year , (b) require the Tenant
to pay to the Landlord such Additional Rent in equal monthly installments at the
time and in the manner  that the Tenant is  required  hereunder  to pay  monthly
installments  of Base Rent,  and (c) at the  Landlord's  reasonable  discretion,
increase  or decrease  from time to time  during such year the amount  initially
estimated for such year,  all by giving the Tenant written  notice  thereof.  In
such event, Landlord shall cause the actual amount of such Additional Rent to be
calculated,  and Tenant or  Landlord  shall  within  thirty (30) days pay to the
other the amount of any deficiency or overpayment, whichever the case may be.

                    (4)  Landlord  shall have the right to apply any  payment of
Rent by Tenant to any amounts  outstanding,  in any order,  in  Landlord's  sole
discretion.  Acceptance by Landlord of any partial  payment of Rent shall not be
deemed a waiver or satisfaction  of the Tenant's  obligation to pay al remaining
amounts of Rent  hereunder,  which  amounts  shall remain due in their  entirety
according to the terms of this Lease.

                  D.   Proration:

                    All items of Rent shall be  prorated,  based on actual  days
elapsed,  for any month during the Term which is not a full calendar month or in
which two different  rental rates are applicable.  Appropriate  prorations shall
also be made in  determining  the Tenant's  proportionate  share of increases in
Real Estate Taxes to the extent the  tax/fiscal  year is not a calendar year. If
only part of any  calendar  year falls within the Term,  the amount  computed as
Additional  Rent for such calendar  year under the foregoing  provisions of this
section shall be appropriately  prorated,  but the expiration of the Term before
the end of a calendar year shall not limit the Tenant's obligation  hereunder to
pay the prorated  portion of Additional  Rent applicable to that portion of such
calendar year falling within the Term.

          4.      Care of Premises:

                  A.   Ordinary Services:

                    During the hours of 8:00 AM to 6:00 PM Monday through Friday
and 8:00 AM to 1:00 PM on Saturdays (except federal holidays) in the appropriate
seasons of the year, Landlord shall provide heating and  air-conditioning to the
Premises for the  comfortable  use and occupancy of the  Premises.  In addition,
Landlord  shall provide (a)  electricity,  gas and water suitable for the use of
the  Premises  in  accordance  with the  provisions  of  Section 6  herein,  (b)
automatic  elevator  service within the Building and (c) janitorial  service and
trash removal service  (Monday-Friday only). All such services shall be included
in the Operating Expenses of the Building. B. Extraordinary  Services:  Landlord
shall not be  obligated  to provide to or for the benefit of the Premises any of
the  services  referred  to in the  provisions  of Section  4.A above other than
during the hours  referred to therein.  If Tenant  requests  such services to be
continued during extended hours,  Tenant shall pay to the Landlord as Additional
Rent the amount for time to time charged by Landlord for such extended  service,
such amount to be calculated by Landlord  based upon the costs incurred or to be
incurred by Landlord to provide  such  services  during  extended  hours and the
number of tenants sharing such services at the time requested. C. Excessive Use.
Tenant shall not,  without first obtaining  Landlord's  written consent thereto,
install  within the Premises any electrical  machinery,  appliances or equipment
(including, by way of example rather than of limitation, any electrical heating,
cooking,   water-heating  or   refrigeration   equipment,   kitchen   equipment,
photocopying  equipment,  electronic  data  processing  machinery,  reproduction
equipment or punch-card  machinery)  which uses electrical  current in excess of
that which is standard for the Building, and Tenant shall pay as Additional Rent
the  additional  expense  incurred  by the  Landlord  as a result  of any of the
foregoing,  including that resulting from any installation of such equipment. In
the event Landlord  determines Tenant is consuming a disproportionate  amount of
electricity or other utilities in proportion to other tenants, and regardless of
whether such determination is reached by surveys, submetering, or other methods,
Landlord may, at its option,  either (a) install at Tenant's  expense a submeter
gauging  consumption  of the respective  utility at the Premises,  in which case
Tenant shall arrange to pay the cost of such utility consumption directly to the
supplier,  or (b) require that Tenant pay Landlord monthly,  as Additional Rent,
the cost of such additional electricity or other utilities,  which cost shall be
estimated on a monthly basis by the Landlord  using its  reasonable  discretion.
Notwithstanding  the above,  Landlord agrees that 30+/- personal  computers will
not be considered as excessive use. D.  Maintenance  by Tenant:  Tenant shall at
all times maintain the interior of the Premises in good,  clean, and safe repair
and  condition,  ordinary  wear and  tear,  damage  by fire and  other  casualty
excepted.

                  E.   Maintenance by Landlord:

                    Landlord  shall  furnish,  supply and maintain in good order
and repair (a) the roof and other  structural  portions  of the  exterior of the
Building,  (b)  all  hallways,   stairways,   lobbies,  elevators,  heating  and
air-conditioning facilities and restroom facilities within the Building, (c) all
standard interior light fixtures and bulbs,  including that within the Premises,
and (d) all other common areas of the Property.

                  F.   Interruption:

                    Landlord shall have no liability to Tenant on account of any
failure, modification or interruption of electricity,  water or other utility or
HVAC or other service,  but, in the event of  interruption,  Landlord shall take
reasonable steps to provide for the resumption of such service to the extent the
same is within Landlord's control. There shall be no allowance to Tenant for any
diminution of rental value of the Premises; and

                    Landlord  shall be  under no  liability  to  Tenant  for any
discontinuance of heat, air  conditioning,  and hot water unless directly due to
Landlord's negligence and not covered by insurance carried or otherwise required
to be carried by Tenant under this Lease.  Landlord  shall not be liable for any
loss or damage to the Tenant caused by rain, snow, water or storms that may leak
into or flow from any part of the  premises  through  any defects in the roof or
plumbing or from any other source unless  directly due to Landlord's  negligence
and not  covered by  insurance  carried or  otherwise  required to be carried by
Tenant under this Lease.

                    There shall be no allowance to Tenant for any  diminution of
rental  value  and no  liability  on the  part  of the  Landlord  by  reason  of
inconvenience,  annoyance  or  injury to  business  arising  from the  making by
Landlord, Tenant or others of any repairs in or to the Building or the Premises,
or in or to the fixtures, appurtenances or equipment thereof.

          5.      Utilities:

                    Landlord shall, at its own cost and expense, pay all charges
when due for water gas,  electricity,  heat,  sewer  rentals or charges  and any
other utility charges incurred in the use of the Premises. At Landlords' option,
Landlord may, at Landlord's cost and expense,  install separate water sub-meters
and HVAC after hours monitoring meters for each Tenant.  Landlord shall have the
right at anytime and from time to time during the Term to contract for electric,
gas and telephone service from any company providing said services.

          6.      Use and Occupancy:

                    The Premises shall be used by Tenant only for the purpose of
general  corporate  offices and for no other purpose  without  Landlord's  prior
written consent. Tenant shall comply with all applicable laws and other legal or
governmental  requirements  in  connection  with  its use and  occupancy  of the
Premises;  and Tenant shall not use the Premises for any unlawful  purpose;  nor
shall  Tenant  conduct or permit to be conducted on the Premises any activity in
violation of any law of the City and/or County in which the Premises are located
or State or Federal law, ordinance or regulation.

          7.      Permitted Name:

                    Tenant shall  conduct  business on the Premises  only in the
name of Tenant and under no other name or trade name unless and until the use of
some other name is first  approved in writing by Landlord,  which approval shall
not be unreasonably  withheld or delayed.  No change in name shall constitute an
assignment of the obligations of Tenant hereunder.

          8.      Access by Landlord:

                    Landlord shall retain  duplicate keys to all of the doors of
the  Premises,  and  Landlord or its agents shall have access to the Premises at
all  reasonable  hours in order to inspect same,  to clean or to make  necessary
repairs,  additions  or  changes  to the  services  in the  Building  or  tenant
improvements within the Premises or the Building with reasonable prior notice to
Tenant unless a bona fide  emergency  situation  exists,  at which time no prior
notice  is  required.  Landlord  shall  have the right to show the  Premises  to
prospective  tenants at any time  during the final six (6) months of the Term or
any extension or renewal  thereof,  providing it provides Tenant with reasonable
prior notice and it does not unduly interfere with Tenant's use of the Premises.

          9.      Subordination:

                    This Lease shall be subject to and  subordinate at all times
to the lien of any mortgage  and/or deed of trust now or hereafter  entered into
by Landlord and  affecting the Property and to all advances made or hereafter to
be made thereunder; and to any extensions, modifications, or amendments thereof.
This  subordination  provision shall be self-operative and no further instrument
of subordination shall be required. If the secured party under any such mortgage
or deed of trust or any other person shall  succeed to all or part of Landlord's
interest in the  Premises,  whether by  purchase,  foreclosure,  deed in lieu of
foreclosure,  power of sale,  termination of lease, or otherwise,  Tenant shall,
upon request, attorn to such  successor-in-interest  upon not less than five (5)
days' prior notice.  Tenant shall execute any instruments,  in form of substance
acceptable to such secured party or purchaser of the  Property,  confirming  the
subordination of this Lease and the attornment  obligation of Tenant  hereunder.
Landlord   will   provide   Tenant   with  a   Subordination,   Attornment   and
Non-Disturbance Agreement on the form attached hereto as Exhibit C.

          10.     Assignment or Subletting:

                    Tenant  shall not assign,  mortgage or encumber  this Lease,
nor sublet the Premises or any part thereof  without  Landlord's  prior  written
consent  which  consent  shall not be  unreasonably  withheld.  Any  consent  by
Landlord  to any  assignment  or  sublet  shall  not be  deemed  as a waiver  of
Landlord's right to consent to any future  assignment or sublet. In the event of
the  insolvency  or  bankruptcy  of Tenant,  this Lease shall,  at the option of
Landlord,  terminate forthwith, and this Lease shall not, by operation of law or
otherwise, be considered a part of Tenant's estate.

          11.     Alterations:

                    Tenant shall not make or permit any  alterations,  additions
or  improvements  to the  Premises  without  the prior  written  consent  of the
Landlord,  which consent shall not be unreasonably  withheld,  and all additions
and  improvements  made by Tenant,  except only  moveable  office  furniture and
equipment,  shall become the property of the Landlord at the termination of this
Lease  or the  vacating  of  Premises.  Landlord,  in its sole  discretion,  can
prohibit  Tenant or its  agent  from  making  any  penetrations  of the floor or
ceiling concrete slabs. At Landlord's request, at the end of the Term or renewal
term if  applicable,  Tenant shall restore any changes in the Premises which are
inconsistent  with the standard features of the Building or which were otherwise
made without the written consent of Landlord.

          12.     Increased Fire Insurance Rate:

                    Tenant shall not do,  permit to be done or keep or permit to
be kept anything in, upon or about the Premises which will contravene Landlord's
policies insuring against loss or damage by fire or other hazards, including but
not limited to public  liability or which will prevent  Landlord from  procuring
such policies in companies acceptable to Landlord.  If anything is done, omitted
to be done or  allowed  to be done by Tenant or kept or  allowed by Tenant to be
kept in, upon or about the  Premises  that shall cause the rate of fire or other
insurance on the Premises or other property of Landlord in companies  acceptable
to Landlord to be increased beyond the minimum rate from time to time applicable
to the  Premises  for use for the purposes  permitted  under this Lease,  Tenant
shall  pay the  amount  of such  increase  promptly  upon  Landlord's  demand as
Additional  Rent.  Landlord  represents  that the use as set forth in  Section 6
hereof does not violate Landlord's insurance policy.

          13.     Common Facilities:

                    Landlord hereby grants to the Tenant a non-exclusive license
to use (a) all elevators, stairways, lobbies, hallways and other common areas of
the  Building,  and (b) all  portions  of the  grounds on which the  Building is
located  which are  manifestly  designed  and  intended  for  common  use by the
occupants of the  Building,  all for  pedestrian  ingress and egress to and from
the,  Premises.  Such license shall be exercised in common with the Landlord and
other tenants and their respective employees and invitees and in accordance with
the  Rules  and  Regulations  promulgated  from  time  to time  pursuant  to the
provisions of Section 19 herein.  The common areas and  facilities  which may be
furnished  by  Landlord  in or near the  Building  for any or all of the  common
general common use of tenants, their officers,  agents, employees and customers,
including, without limitation, all parking areas, access roads, employee parking
areas, driveways, loading docks and areas, delivery passages,  sidewalks, malls,
courts and ramps, landscaped and planted area, retaining walls,  stairways,  bus
stops,  lighting  facilities,  comfort  stations,  elevators and other areas and
improvements,  shall at all  times  be  subject  to the  exclusive  control  and
management of Landlord.  Landlord reserves the right, in its sole discretion, to
change, rearrange,  alter, modify, reduce or supplement any or all of the common
areas  or  facilities  and to make  alterations  or  additions  to and to  build
additional levels on or to the Building so long as Tenant's reasonable access to
and use of the Premises is not materially adversely affected.

          14.     Signs:

                    Tenant shall not display any sign,  picture,  advertisement,
awning,  merchandise, or notice on the outside or roof of the Building or on the
exterior of the  Premises  unless  approved by the  Landlord in writing.  Tenant
shall be entitled to an identification  sign at the entrance to the Premises and
on the lobby  directories  which sign shall be in conformity,  as to size, style
and location,  with the standard signage scheme  established by Landlord for the
Building.  Tenant  shall,  within a  reasonable  time,  submit to  Landlord  for
Landlord's  approval,  the requested  words for said sign.  Tenant shall have no
right to change  the  style or size of the sign or  lettering  thereon,  if same
conform  with the  standard  scheme for the  Building,  but Tenant may change or
correct the spelling of the names to be displayed  thereon.  Tenant's log may go
on door plaque  outside  suite in  accordance  with  building  standard  signage
regulations.

          15.     Display:

                    Tenant  shall not display  any  merchandise,  place  vending
machines or show cases or other obstructions on the outside of the Building,  or
the Premises, or in any lobby or passageway adjoining the same.

          16.     Damage to Premises:

                    If the  Premises  are  partially  damaged  by fire or  other
casualty,  Landlord shall make repairs as promptly as commercially  feasible. If
the damage renders the Premises wholly unfit for occupancy, the Rent shall abate
until the Premises are repaired by Landlord or Landlord elects to terminate this
Lease. In the event of total or substantial  destruction of the Building,  or if
in the  judgment of the Landlord  the damage to the Demised  Premises  cannot be
repaired  within one hundred twenty (120) days,  after the date of the Damage or
the  proceeds of  insurance  are not  sufficient  or are not made  available  to
Landlord by its mortgagee to repair the Premises to their former condition,  and
if Landlord  shall decide not to restore or repair the same,  or shall decide to
demolish the Building, then Landlord or Tenant may, within sixty (60) days after
such fire or other casualty, by notification to the other party,  terminate this
Lease.  In the  event  the  Premises  are  only  partially  damaged  and fit for
occupancy,  Tenant  shall  continue  to pay Rent,  which Rent shall be  adjusted
proportionately  based upon the area of the  Premises  which can  continue to be
occupied and used by Tenant.  In no event shall  Landlord be liable for any loss
or damage sustained by Tenant by reason of fire or other accidental casualty.

          17.     Waiver or Breach:

                    No waiver  of any  breach of the  covenants,  provisions  or
conditions  contained  in this  Lease  shall be  construed  as a  waiver  of the
covenant itself or any subsequent  breach itself.  If any breach shall occur and
afterwards be  compromised,  settled or adjusted,  this Lease shall  continue in
full force and effect as if no breach had occurred.

          18.     Rules and Regulations:

                    Tenant shall comply with all rules and  regulations  ("Rules
of Regulations") of the Building which Rules and Regulations are attached hereto
as Exhibit "C" and are hereby made a part of this Lease. Any material  violation
of the Rules and  Regulations  shall be a default  under this  Lease  subject to
Section  26  hereof.  Landlord  shall  have  the  right  to make  additions  and
amendments to the Rules and Regulations,  which shall be as binding on Tenant as
if set forth herein,  provided such  additions and  amendments do not materially
and adversely affect the Tenant's use of the Premises, are not inconsistent with
the terms of this Lease,  Tenant receives written  notification of such changes,
and the Rules and  Regulations  are  uniformly  applied  to all  tenants  of the
Building.

          19.     Insurance:

                    (a)  Tenant  shall  procure  and  maintain  in force  public
liability and property damage insurance  (including insurance against assumed or
contractual  liability under this Lease) in a company or companies acceptable to
Landlord for the  Premises and the business of Tenant  conducted at the Premises
which policies shall be written to protect the Tenant and Landlord in the amount
of One Million Dollars ($1,000,000) combined single limit per occurrence with at
least an aggregate of Two Million Dollars  ($2,000,000) excess coverage and with
coverage  in the  amount  of not less  than  Fifty  Thousand  Dollars  ($50,000)
property damage or destruction.  Tenant shall also procure and maintain in force
all risk  property  damage  insurance  with  respect to any  property  of Tenant
installed  in or kept  upon the  Premises.  Tenant  shall  furnish  to  Landlord
certificates of the issuance and maintenance of such policies of insurance,  all
of which shall name Landlord as on  additional  insured and shall be paid for by
the Tenant.

                    (b)  Landlord and Tenant  shall cause the  insurance  policy
carried  by each such party  insuring  the  Premises  and/or  its  fixtures  and
contents  against loss by fire or other  casualties to be written in a manner so
as to provide that the insurance  company waives all right of recovery by way of
subrogation  against  Landlord or Tenant in  connection  with any loss or damage
covered by any such policies. Neither Landlord nor Tenant shall be liable to the
other or to any insurance  company (by way of subrogation or otherwise) for loss
or damage  caused by fire or any other  risk  included  in the  coverage  of the
standard all risk fire and  extended  available  coverage  insurance in Maryland
(provided  that such  insurance was  obtainable  with waiver of  subrogation  in
advance of loss at the time of such loss or damage),  notwithstanding  that such
loss or  damage  is  caused  by or  occurs  through  or as result of any acts or
omissions (negligent or otherwise) of a party hereto, or its agents, servants or
employees or any other cause which would result in liability under this Lease or
by operation of law. If the release of either  Landlord or Tenant,  as set forth
in the second sentence of this Paragraph,  shall contravene any law with respect
to  exculpatory  agreements,  the  liability  of the party in question  shall be
deemed secondary to the liability of the other party's insurer.

          20.     Indemnity:

                  Tenant shall defend, indemnify and save harmless Landlord from
and against any and all claims, actions, damages, losses, liabilities, costs and
expenses (including reasonable attorneys' fees) in connection with loss of life,
personal injury and/or damage to property (including environmental and hazardous
waste  damages)  arising  from  or out  of any  occurrence  in,  upon  or at the
Premises,  the Building and/or the Property or the occupancy or use by Tenant of
the Premises, the Building and/or the Property or any part hereof, or occasioned
wholly or in part, by any act or omission or  negligence of Tenant,  its agents,
contractors,  employees, servants, lessees or invitees or the failure of Tenant,
its  agents,  contractors,  employees,  or  servants  to perform or observe  any
provision of this Lease. In case Landlord  shall,  without fault on its part, be
made a party to any litigation commenced by or against Tenant, then Tenant shall
protect  and hold  Landlord  harmless  and shall  pay all  costs,  expenses  and
reasonable  attorneys'  fees  incurred  by  Landlord  in  connection  with  such
litigation.

                  Landlord shall defend, indemnify and save harmless Tenant from
and against any and all claims, actions, damages, losses, liabilities, costs and
expenses  (including  reasonable  attorneys'  fees  and cost of  litigation)  in
connection  with  loss of  life,  personal  injury  and/or  damage  to  property
(including environmental and hazardous waste damages) part hereof, or occasioned
wholly in part, by any act or omission of Landlord, its agents,  contractors, or
employees or servants.  In case Tenant shall, without fault on its part, be made
a party to any litigation commenced by or against Landlord,  then Landlord shall
protect  and  hold  Tenant  harmless  and  shall  pay all  costs,  expenses  and
reasonable   attorneys'   fees  incurred  by  Tenant  in  connection  with  such
litigation.

          21.     Condemnation:

                   In the event the whole or any part of the  Premises  shall be
taken under the power of eminent domain, or sold under threat thereof,  or taken
in any manner for public use, the Landlord,  at its option,  may terminate  this
Lease,   which  Lease  shall  then  terminate  on  the  effective  date  of  the
condemnation or sale. The compensation  awarded or paid for such taking, both as
to Landlord's  reversionary  interest and Tenant's interest under this Lease, is
hereby  assigned  by Tenant  to  Landlord  and  shall  belong to and be the sole
property of  Landlord.  Tenant  shall have no claim  against the  Landlord or be
entitled to any award or damages  other than an abatement of the Rent beyond the
period  of  termination  date of this  Lease  and any  compensation  paid by the
condemning  authority  directly  to Tenant for moving  expenses  and/or  cost of
removal  of  stock  and/or  trade  fixtures,  if  allowable  by  the  condemning
authority.

<PAGE>

          22.     Additional Rent and Attorney's Fees:

                   Whenever,  under the terms of this Lease, any sum of money is
required to be paid by Tenant in addition to the Rent herein  reserved,  whether
or not such sum is herein designated as "Additional  Rent", or provision is made
for  the  collection  of  such  sum  as  "Additional   Rent",  said  sum  shall,
nevertheless,  at Landlord's  option, if not paid when due, be deemed Additional
Rent,  and  shall be  collectable  as such.  In the  event of  employment  of an
attorney by  Landlord  because of the default or failure to perform by Tenant of
any term or provision of this Lease,  Tenant shall pay Landlord  upon demand all
reasonable attorney's fees incurred by Landlord in connection therewith.

          23.     Covenant to Surrender:

                  This Lease and the  tenancy  hereby  created  shall  cease and
terminate at the end of the original  Term hereof,  without the necessity of any
notice of termination  from either Landlord or Tenant,  and Tenant hereby waives
any notice of  termination  or to surrender  the Premises and Tenant agrees that
Landlord  shall  be  entitled  to the  benefit  of all laws  respecting  summary
recovery of possession of premises from a tenant holding over to the same extent
as if statutory  notice was given,  provided,  however,  that this Lease and the
tenancy  hereby  created  shall  not so cease  and  terminate  at the end of the
original  Term if Tenant  shall have been  granted an option or options to renew
and shall have  exercised  said option or options in  accordance  with the terms
thereof and shall be entitled to remain in  possession  under said option and/or
options.  In said event,  this Lease and the tenancy  hereby created shall cease
and terminate at the end of the last option period  exercised under the terms of
this Lease  without the necessity of any notice of  termination  or to surrender
from either  Landlord or Tenant,  and Tenant hereby waives notice of termination
and to surrender  and agrees that  Landlord  shall be entitled to the benefit of
all laws respecting  summary  recovery of possession of premises from the tenant
holding  over to the same extent as if  statutory  notice were given.  If Tenant
shall occupy the Premises after such expiration or termination, Tenant shall, at
the sole option of Landlord,  hold the Premises as a tenant from month to month,
subject to all the other terms and conditions of this Lease,  at an amount equal
to one and one half (1 1/2)times the highest  monthly Base Rent reserved in this
Lease.

          24.     Quite Enjoyment:

                  Landlord  covenants  that, upon the payment of the Rent herein
provided,  and the performance by Tenant of all covenants  herein,  Tenant shall
have and hold the  Premises,  free  from  any  interference  from the  Landlord,
subject to the terms and conditions hereof and except as otherwise  provided for
herein.

          25.     Tenant Default:

                    (a)  Upon  any  default  by  Tenant  in  payment  of Rent to
Landlord as provided in this Lease and such default continues for more than five
(5) days after written notice thereof is provided to Tenant,  or if the Premises
shall be  abandoned,  Landlord  shall have the right to enter the  Premises  and
distrain  for any  amount of Rent that may be due under  this  Lease,  either by
force or otherwise,  without being liable to any  prosecution  therefor,  and to
apply any proceeds to the payment of the Rent due or to be due, Tenant remaining
liable for any deficiency.

                    (b) Upon any default by Tenant of any  provision or covenant
of this Lease other than the payment of Rent, the Landlord shall have the right,
after not less than thirty (30) days prior written notice to the Tenant, to cure
such  default on behalf of  Tenant,  at the risk and  expense of Tenant,  and to
render a bill for the cost  thereof to Tenant,  which  shall be payable as Rent.
Upon  failure of the Tenant to pay such bill within ten (10) days after  sending
such bill to Tenant at the  Premises,  Landlord  shall have the same  rights and
remedies  against Tenant (and the Premises) as it has in the event of nonpayment
of Rent.

                    (c) After (i) the  default by Tenant in the  payment of Rent
and the applicable  notice to Tenant provided for herein, or (ii) the default by
Tenant of any of the other  covenants or  provisions on the part of Tenant to be
performed  this Lease and the applicable  notice to Tenant  provided for herein,
then Landlord shall have the right,  with or without  terminating this Lease, to
re-enter  and take  possession  of the  Premises  without  formal  notice if the
default has not been corrected within said applicable time period (provided that
if Tenant has  commenced  to cure any  defaults  (other  than the failure to pay
Rent)  within said  applicable  time period and  thereafter  proceeds,  with due
diligence  to complete  same,  it shall not  constitute  a  default),  and it is
further agreed that,  notwithstanding  such reentry,  Tenant shall remain liable
for all Rent and other damages and losses as of the date of re -entry, and shall
further  be  liable,  at the  option  of the  Landlord,  for the  amount of Rent
reserved  under the Lease for the  balance of the term,  less any amount of rent
received by the Landlord during such period from others to whom the Premises may
be rented on such terms and conditions  and at such rentals as Landlord,  in its
sole  discretion,  shall  deem  proper,  all of  which  shall be at the risk and
expense of the Tenant.  In  addition,  Landlord,  at its option,  shall have the
right to repossess the Premises and terminate this Lease.

                    (d)  In  the  event  Landlord  terminates  this  Lease,  the
Landlord  may,  without  further  notice,   re-enter  the  Leased  Premises  and
dispossess Tenant, or other occupants of the Premises,  and remove their effects
and hold the Premises as if this Lease has not been made. Landlord shall also be
entitled to the benefit of all provisions of law respecting the summary eviction
of tenants in default or tenants  holding  over,  or  respecting  proceeding  in
forcible entry and detainer in the County in which the Premises are located,  or
that may hereafter be enacted.

                    (e) Any remedy of Landlord  stated in this Lease shall be in
addition to any and all other remedies which Landlord may be entitled by statute
or at Law or in  equity.  The  exercise  of any one or more  of said  rights  or
remedies by Landlord  shall not be  construed as a waiver of any other rights or
remedies,  it being  understood  that all of said rights and  remedies  shall be
cumulative and may be exercised simultaneously.

                    (f) Upon a default by Tenant  under this Lease  which is not
cured within the applicable  time period after notice to Tenant of such default,
Tenant hereby waives all statutory,  legal and/or equitable rights to redeem the
Premises or to redeem its interest under this Lease.

          26.     Notice:

                  All  notices  from  Tenant  to  Landlord   shall  be  sent  by
Registered  or  Certified  Mail,  Return  Receipt  Requested,  Hand  Delivery or
nationally  recognized  overnight  delivery service and addressed to Landlord at
P.O. Box 548, l00 Painters Mill Road,  Suite 900, Owings Mills,  Maryland 21117.
After the  Commencement  Date, all notices from Landlord to Tenant shall be sent
by Registered or Certified Mail, Return Receipt Requested,  Hand Delivery, or by
nationally  recognized overnight Delivery Service and addressed to Tenant at the
Premises.  Either party may from time to time, designate,  in writing and in the
manner herein provided,  a substitute address,  and thereafter all notices shall
be sent to such substitute address.

          27.     INTENTIONALLY DELETED

          28.     Representations:

                  Landlord or Landlord's agents have made no  representations or
promises with respect to the Building or Premises except as herein expressly set
forth.

          29.     Trial by Jury:

                  Landlord and Tenant  hereby waive trial by jury in any action,
proceeding or  counterclaim  brought by either of the parties hereto against the
other on any matters whatsoever arising out of or in any way connected with this
Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the
Premises,  any claim of injury or damage,  and/or any remedy.  Tenant  shall not
interpose  any  counterclaim  in any action or  proceeding  by Landlord  against
Tenant arising out of or in connection with this Lease.

          30.     Parking:

                  During the Term of this  Lease,  employees  and  customers  of
Tenant will be entitled to the  non-exclusive  use, free of charge but in common
with others,  of the driveways,  footways,  and parking areas provided that such
use shall be subject to such Rules and Regulations as Landlord may, from time to
time, prescribe governing the same; and provided,  further,  that Landlord shall
at all times have full and exclusive  control,  management and direction of said
driveways,  footways and parking areas.  Landlord shall have the right to police
the same;  to  restrict  parking  by Tenant,  their  agents  and  employees;  to
designate  employee  parking areas; to establish and enforce parking charges (by
meters  or  otherwise)  with  appropriate  provisions  for free  parking  ticket
validation by tenants;  to close  temporarily  all or any portion of the parking
areas or facilities as may be required for proper maintenance and/or repairs; to
discourage non-customer parking; and to do and perform such other acts in and to
such areas in the use of its business judgment,  the Landlord shall determine to
be advisable in order to improve or make more  convenient use thereof by Tenant,
its officers, agents, employees and customers.  Landlord may, from time to time,
change the location,  layout and arrangement of the parking areas, driveways and
footways  and reduce the same by  erecting  therein  store  buildings  and other
structure or improvements of any kind.

          31.     Gender:

                    Reference to  masculine,  feminine or neuter  shall  include
proper gender as the case may be. If more than one Tenant is named  herein,  the
obligations of the person so named shall be joint and several.

          32.     Construction of Premises:

                  To  the  extent  reasonably  feasible,   Landlord  shall  make
available to Tenant the benefits of all warranties and guarantees  obtained from
contractors,  subcontractors, suppliers and manufacturers in connection with the
work performed by Landlord to the Premises and described on Exhibit "B" hereto.

          33.     Access by Tenant:

                    Prior to the  Commencement  Date and provided all  insurance
required under Paragraph 20 has been furnished to Landlord, Landlord shall allow
the Tenant and their  agents or  employees  to enter upon the  Premises  for the
purpose of erecting  fixtures and  improvements  not  provided by the  Landlord.
Tenant and its agents or employees shall perform their work at such times and in
a manner which will not interfere with the work being performed by Landlord. All
work  performed  by  Tenant  or on its  behalf  shall  be  done  in a  good  and
workmanlike  manner.  The entry  upon the  Premises  by Tenant or its  agents or
employees  pursuant to this Paragraph shall not be deemed to be occupancy of the
Premises for the purpose of Paragraph 1 hereof.

          34.     Estoppel Certificates:

                  Tenant  agrees that at any time,  and from time to time,  upon
not  less  than  five  (5) days  prior  notice  by  Landlord,  it will  execute,
acknowledge, and deliver to Landlord a statement in writing certifying that this
Lease  is  unmodified  and in full  force  and  effect  (or if there  have  been
modifications,  that the same is in full  force  and  effect  as  modified,  and
stating  the  modifications)  and the dates to which the rent and other  charges
have been paid in  advance,  if any,  and  stating  whether or not,  to the best
knowledge  of the  signer of such  certificate,  Landlord  is in  default in the
performance of any covenant, agreement or condition contained in this Lease and,
if so,  specifying each such default of which the signer may have knowledge,  it
being intended that any such statement delivered hereunder may be relied upon by
any third party not a party to this Lease.

          35.     Landlord's Liability:

                  Landlord is a Maryland limited liability  company,  and Tenant
agrees that in the event of the entry of any judgment against Landlord, as it is
now or may hereafter be  constituted,  arising out of or in connection with this
Lease,  neither Landlord,  nor any member,  principal,  officer,  or employee of
Landlord, shall have any personal liability whatsoever therefor and Tenant shall
look  solely to  Landlord's  interest  in the  Property  to  satisfy or pay such
judgment  and  Tenant  shall  have no  right  to  recover  against  any  member,
principal,  officer or employee of Landlord or against any of  Landlord's  other
assets.

          36.     Relocation:  INTENTIONALLY DELETED

          37.     Possession:

                    The parties  hereto  anticipate  that the  Premises  will be
ready for occupancy on or about the first day of October, 1999. In the event the
Premises  are not ready for  occupancy on the date  stipulated,  the Lease shall
nevertheless continue in full force and effect and Tenant shall have no right to
rescind,  cancel or  terminate  the same,  nor shall the  Landlord be liable for
damages,  if any,  sustained by Tenant's  inability to obtain possession on such
date,  except that the  Commencement  Date shall be moved forward to the date on
which possession is made available.

          38.     Landlord's Work

                  Landlord agrees, at its cost and expense,  to do the following
work within the Premises prior to the Commencement Date:

                   1.  Build-out the Premises in  accordance  with the plans and
workletter attached hereto as Exhibit B.

          39.     Environmental, Covenants:

                  A.   Prohibitions:

                  Tenant,  its  employees,   licensees,   invitees,  agents  and
contractors shall not use, manufacture,  release,  store or dispose of on, under
or  about  the  Premises  any  explosives,  flammable  substances,   radioactive
materials,  asbestos in any form, paint containing  lead,  materials  containing
urea formaldehyde,  polychlorinated  biphenyls, or any other hazardous, toxic or
dangerous substances,  wastes or materials,  whether having such characteristics
in fact or defined as such under federal, state or local laws or regulations and
any  amendments  thereto (all such materials and  substances  being  hereinafter
referred to as "Hazardous  Materials")  provided that Tenant may store  products
which are of a type customarily  found in offices (such as toner for copiers and
the like) in a careful,  safe and lawful  manner and without  contaminating  the
Premises, the Building, the Property or the environment.

                  B.   Inspection:

                  Landlord,  in addition to its other  rights  under this Lease,
may enter  upon the  Premises  at any time for the  purposes  of  inspecting  to
determine  whether the Premises,  the Building,  the Property or the environment
have  become  contaminated  with  Hazardous  Materials.  In the  event  Landlord
discovers  the existence of any such  Hazardous  Materials due to fault or other
act of Tenant or its agents,  employees,  invitees or  licensees,  Tenant  shall
reimburse  Landlord upon demand for the costs of such  inspection,  sampling and
analysis.

                  C.   Indemnification:

                    Without limiting the above,  Tenant shall indemnify and hold
harmless  Landlord  from and against any and all  claims,  losses,  liabilities,
damages,  costs and expenses,  including without limitation  attorneys' fees and
the coats of any  required  or  necessary  repair,  cleanup  or  detoxification,
arising out of or in any way connected  with the  existence,  use,  manufacture,
storage or disposal of Hazardous  Materials by Tenant or its  employees,  agent,
invitees, licensees or contractors on, under or about the Premises, the Building
or the  Property.  The indemnity  obligations  of Tenant under this clause shall
survive any termination of this Lease.

          40.     Broker Commissions:

                    Each party  hereto  hereby  represents  and  warrants to the
other that in connection with the leasing of the Premises  hereunder,  the party
so representing and warranting has not dealt with any real estate broker,  agent
or finder,  except for W.C.  Pinkard & Co.,  Inc.  d/b/a  Colliers  Pinkard (the
"Broker"). Each party hereto shall indemnify the other against any inaccuracy in
such  party's  representation.  Landlord  hereby  agrees  that  it  shall  pay a
commission  to  the  Broker  according  to a  separate  agreement.  The  parties
acknowledge and agree that the broker shall be a third party  beneficiary of the
foregoing covenants.

          41.     Option to Renew:

                  If Tenant shall not be in default in the payment of Rent or in
material  default in the performance of any of the other  covenants,  conditions
and agreements of this Lease,  Tenant shall have the right, at its election,  to
renew  this  Lease  for a  further  term of five  (5)  years by  signifying  its
intention  to renew,  in writing,  to the  Landlord no later than six (6) months
preceding the termination date of the original Term of this Lease, time being of
the  essence.  This  renewal  term shall be upon the same terms,  covenants  and
conditions as are set forth herein for the original term, except that the annual
Base Rent (as set forth in Paragraph 1 of this Lease) for the renewal term shall
be as follows:

      Lease Year            Base Rent                  Monthly Rent
      ----------            ---------                  ------------

           6                $ 96,068.04                $ 8,005.62
           7                $ 98,112.00                $ 8,176.00
           8                $100,155.96                $ 8,346.33
           9                $102,200.04                $ 8,516.67
           10               $104,244.00                $ 8,687.00

          42.     Right of First Offer for Expansion:

                    Tenant  shall  have a right  of first  offer  to  lease  the
adjacent  space located on the fourth (4th) floor of the Building and also shown
on Exhibit A hereto (the "Expansion Space"), subject to the following terms:

                    A. Landlord shall notify Tenant with a written notice at the
time all of such Expansion Space becomes  available for lease. Such notice shall
include (1) the Base Rent to apply to the Expansion Space, which Base Rent shall
be at a per square foot rate which is equal to the greater of the market rate in
effect for comparable  space in the area of the Premises at the time or the rate
of Base Rent which is then in effect under the Lease,  (2) the date on which the
Tenant may occupy such space,  and (3) any other  material  terms upon which the
Landlord is offering  such space to the Tenant.  In order to exercise this right
of first offer,  Tenant must give  Landlord  written  notice of the exercise and
acceptance  of such  terms in  Landlord's  notice  within  three (3) days  after
receiving the notice.  The  foregoing  right of first offer shall not apply if a
part, but not all, of the Expansion Space becomes available.

                    B.  If  Tenant  timely  accepts  the  Landlord's   offer  in
accordance with A above,  then Tenant's  leasing of the Expansion Space shall be
subject to and upon all other terms of this Lease for the remainder of the Term,
except that Tenant's  Proportionate  Share of increases in Real Estate Taxes and
Operating Expenses shall be increased proportionately to reflect the addition of
the Expansion Space to the Premises.

                    C. Tenant  shall lease the  Expansion  Space under the Lease
(as so amended)  as-is  without  warranty of  condition  for the period from the
effective  date of  availability  of such space set forth in  Landlord's  notice
through the expiration of the Term of the Lease.

                    D. If Tenant fails to give notice  accepting the  Landlord's
offer by the time required above, or if at the time Tenant accepts such offer or
at the time Tenant's lease of the Expansion Space becomes effective Tenant is in
default of any term of this Lease, or if this Lease is assigned by Tenant or the
Premises  are sublet in whole or in part,  then  Tenant's  right of first  offer
provided in this section  shall be  automatically  terminated  and of no further
force or effect,  and Landlord shall have the right to lease the Expansion Space
to any parties and upon any terms it deems acceptable.

          43.     Miscellaneous:

                    A.  This  Lease  and the  covenants,  terms  and  conditions
contained  herein  shall  inure to the  benefit of and be  binding on  Landlord,
provided that if Landlord sells or otherwise transfers title to building or Real
Property,  Landlord shall be relieved of all covenants and obligations hereunder
upon  completion of such sale or transfer,  and it shall be considered  that the
transferee  has  assumed and agreed to carry out all of the  obligations  of the
Landlord hereunder. This Lease and the covenants, terms and conditions contained
herein shall be binding on and inure to the benefit of the Tenant,  its personal
representatives,  successors,  and, except as otherwise  provided in this Lease,
its assigns.

                    B.  If any  provision  of  this  Lease,  or the  application
thereof to any person or circumstance  shall be invalid or  unenforceable to any
extent,  the  remainder of this Lease or the  application  of such  provision to
persons or  circumstances  other  than  those as to which it is held  invalid or
unenforceable  shall not be affected thereby,  and each such remaining provision
shall be valid and enforceable to the fullest extent permitted by law.

                    C. This Lease shall be enforced,  governed by and  construed
in all respects in  accordance  with the laws of the State of Maryland,  without
regard to principles of conflicts of laws. This Lease shall become  effective on
and only on its execution and delivery by each party hereto.

                    D. Upon request  from  Landlord no more than once in a lease
year,  Tenant shall furnish to Landlord  Tenant's  most recent annual  financial
statement  containing a balance sheet, profit and loss statement,  and statement
of charges in  condition,  prepared and  certified by an  independent  certified
public accountant or by Tenant's chief financial officer.

                    E.  Submission  of  this  Lease  for  examination  does  not
constitute a  reservation  of or option for the  Premises;  and this Lease shall
become  effective  only upon its  execution  and  delivery by both  Landlord and
Tenant.

                    F.  Tenant  represents  and  warrants  that  it  is  a  duly
organized,  it is qualified to do business in Maryland,  it is in good  standing
under the laws of the state of its organization and the laws of Maryland, it has
the power and authority to enter into this Lease,  and that all action requisite
to authorize Tenant to enter into this Lease has been duly taken.

                    G. This Lease,  together  with its  exhibits,  contains  all
agreements  of Landlord and Tenant and  supersedes  any  previous  negotiations.
There have been no representations  made by the Landlord or understandings  made
between the parties  other than those set forth in this Lease and its  exhibits.
This Lease may not be modified  except by a written  instrument duly executed by
Landlord and Tenant.

                    H. Time is of the essence with respect to the  provisions of
this Lease.

         IN WITNESS  WHEREOF,  the parties  hereto,  by the properly  authorized
persons  have duly  executed  this Lease under seal the day and year first above
written.

WITNESS:                           100  PAINTERS MILL, LLC

____________________________       BY:      /s/ Arthur H. Adler           (SEAL)
                                            ------------------------------------
                                   Arthur H. Adler

WITNESS:                           SALES ON LINE DIRECT, INC.


____________________________       BY:      /s/ Marc Stengal              (SEAL)
                                            ------------------------------------

<PAGE>

                       FIRST AMENDMENT TO LEASE AGREEMENT

         THIS  AGREEMENT,  MADE THIS 31 day of December  1999 by and between 100
PAINTERS MILL, LLC and SALES ONLINE DIRECT, INC.;

         WHEREAS,  the parties  hereto are parties to a certain Lease  Agreement
dated July 26, 1999 for the premises  described as 100 Painters Mill Road; suite
400; Owings Mills, MD 21117;

         WHEREAS,  the actual Commencement Date and Occupancy Date in said Lease
were not fixed therein or differs from as stated in said Lease; and

         NOW,  THEREFORE,  for good and valuable  consideration  to each in hand
paid by the other, receipt whereof is hereby acknowledged,  and for the promises
and covenants contained herein and in said Lease, the parties hereto do covenant
and agree as follows:

         (1) The Occupancy date for the premises  under said Lease  Agreement is
             November 1, 1999

         (2) The  Rent  Commencement  Date for the  premises  under  said  Lease
             Agreement is January 1, 2000

         (3) The Lease term for the premises  under said Lease  Agreement  shall
             run from January 1, 2000 to December 31, 2004

         (4) The "Term" shall be amended to be five (5) years and two (2) months
             beginning on the occupancy date

         (5)  Provided  Tenant is not in default  under the terms of this Lease,
              Landlord shall abate base rent only for the first two (2) months

         Other  than as set  forth  hereunder,  there is no other  change in the
Lease and said Lease remains in full force and effect except as modified herein.

WITNESS:                                     100 PAINTERS MILL, LLC


/s/ Elena Roberts                       By: /s/ Arthur Adler
------------------------------          ---------------------------------------
                                             Arthur Adler


WITNESS:                                     SALES ONLINE DIRECT, INC.


/s/                                      By:  /s/ Marc Stengel
------------------------------          ---------------------------------------