EXHIBIT 10.16
                                   LEASE
                              BY AND BETWEEN
                  PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                               ("Landlord")
                                    AND
               AMERICAN COMPUTER AND ELECTRONICS CORPORATION
                                ("Tenant")

                         Multi-tenant Office Lease
                               for Maryland
                                     
<PAGE>
                                   LEASE

     THIS LEASE is made this 6th day of August 1996, by and between
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, an Iowa corporation,
(''Landlord"), c/o Barnes Morris Pardoe & Foster Management Services, LLC,
1150 18th Street, N.W. #1050, Washington, D.C. 20036-3824 and American
Computer and Electronics Corporation. ("Tenant") a Maryland Corporation, of
704 Quince Orchard Road, Suite 100, Gaithersburg, MD 20878.

RECITALS:

     Landlord, for and in consideration of the rents and all other  charges
and  payments hereunder and of the covenants, agreements, terms, provisions
and  conditions to be kept and performed hereunder by Tenant,  demises  and
leases  to  Tenant,  and Tenant hereby hires and takes from  Landlord,  the
premises  described below ("Premises"), subject to all matters  hereinafter
set  forth  and  upon  and  subject to the  covenants.  Agreements,  terms,
provisions and conditions of this Lease for the term hereinafter stated.

      NOW  THEREFORE  Landlord and Tenant agree to  the  following,  unless
otherwise specifically modified by provisions of this Lease:

1. TERMS.

1.1  Premises. The Premises demised by this Lease are approximately  37,874
rentable square feet located in the first and second floor (Suites 100  and
200)  at  704 Quince Orchard Road, Gaithersburg, Maryland (the "Building"),
together  with a nonexclusive right to use parking and other common  areas.
The  location  and  dimensions of the Premises  are  shown  on  EXHIBIT  A,
attached hereto and incorporated herein by reference. No easement for light
or air is incorporated in this Premises.

1.2 Agreed Areas.
     Total rentable area of the building: 77,270 sq.ft.
     Premises: 37,874 rentable sq. ft.;
     Tenant's percentage of the Building: 49.02%

1.3 Lease Term.  Lease Commencement Date:  September 1, 1996 or Substantial
Completion of the Premises, whichever occurs later. Landlord and Tenant
shall mutually agree upon a schedule (the "Lease and Construction
Schedule") which details the dates on which all necessary lease and
construction documents will be completed so as to permit Landlord to
substantially complete the Premises for Tenant's occupancy by the Lease
Commencement Date.  The Lease and Construction Schedule is attached to the
lease as Exhibit F. Landlord shall make a good faith effort to make
approximately 6,000 to 8,000 rentable square feet of the Premises (the
"Early Occupancy Space") available for Tenant's occupancy by August 15,
1996. The Early Occupancy Space may be occupied by Tenant with a temporary
occupancy permit (to the extent such occupancy is allowed by the local
jurisdiction) and such occupancy will not be considered a tender of
possession of the Premises for purposes of establishing the Lease
Commencement Date.  Any such early occupancy shall be subject to
<PAGE>
all of the terms, covenants and conditions of this Lease except for the
payment of Rent and additional rent.

In  no event shall the lease commence until the Leasehold Improvements  (as
defined  in  Exhibit C), with the exception of minor punch list  items  and
Tenant  approved long lead items, are substantially completed in accordance
with  Tenant's Plan (as defined in Exhibit C), and Landlord has obtained  a
certificate occupancy or certificate of temporary occupancy. Landlord shall
give  Tenant thirty (30) days prior written notice of the approximate  date
of substantial completion.

Lease  Expiration Date: Eighty - Four (84) months after Lease  Commencement
Date.  In  the event the Lease Commencement Date is a date other  than  the
first  day of a calendar month, the Lease Term shall run for the number  of
months  set forth above from the first day of the calendar month  following
the Lease Commencement Date.

1.4 Rent. The basic rent ("Rent") is as follows:
                                     
          Months 1 - 12:           $51,287.71 per month.
          Months 13 - 24:          $52,834.23 per month.
          Months 25 - 36:          $54,412.31 per month.
          Months 37 - 48:          $56,053.52 per month.
          Months 49 - 60:          $57,726.29 per month.
          Months 61 - 72:          $59,462.18 per month.
          Months 73 - 84:          $61,261.20 per month.


In  addition to the Rent, Tenant shall pay as additional rent increases  in
Operating Costs as described in Article 9, increases in Property  Taxes  as
described  in  Article 10, and Rent increases as described in Article  1.5,
all  of  which shall be deemed additional rent due under this Lease. Tenant
shall  receive a rent credit equal to $51,287.71 toward the Rent that would
otherwise be due and payable for the first month of the Lease Term, plus  a
rent credit of $8,125.00 per month toward the Rent that would otherwise  be
due  and payable for the (2nd) through and including the ninth (9th)  month
of the Lease Term

1.5 Cost-of-Living Adjustment - INTENTIONALLY OMITTED

1.6 Notice and Payment Addresses.

Notice Addresses:

               If to Landlord:Principal Mutual Life Insurance Company
                              711 High Street
                  Des Moines, Iowa 50392-1370
               Attention: Commercial Real Estate Equities

And a copy to:

If to Tenant:

Barnes, Morris, Pardoe & Foster Management
1150 18th Street, N.W.
Suite 1050
Washington, D.C. 20036

American Computer & Electronics Corporation
704 Quince Orchard Road
Suite 100
Gaithersburg, MD 208787

<PAGE>
And a copy to:

Venable Baetjer & Howard, L.L.P.
210 Allegheny Avenue
P.O. Box 5517
Towson, MD 21285-5517
Attention: J. Michael Brennan

Either party may, by written notice, designate a new address to which all
notices hereunder shall be directed.

Payment Address:

Principal Mutual Life Insurance Company
c/o Barnes, Morris, Pardoe & Foster Management
1150 18th Street, N.W.
Suite 1050
Washington, D.C. 20036

1.7  Lease Year. Each twelve (12) month period within the Lease Term  shall
be  referred  to  herein  as a "Lease Year." The  first  Lease  Year  shall
commence  on the Lease Commencement Date and terminate on the last  day  of
the  twelfth full calendar month after such Lease Commencement  Date.  Each
subsequent Lease Year shall commence on the date immediately following  the
last  day  of the preceding Lease Year and shall continue for a  period  of
twelve (12) full calendar months.

2.  DELIVERY OF POSSESSION. If Landlord is unable to deliver possession  of
the  Premises  to Tenant on the date set forth in Article 1.3  above,  this
Lease shall not be void or voidable, nor shall Landlord be liable to Tenant
for  any  loss or damage resulting therefrom. If such delay in delivery  of
the  Premises results from a cause other than Tenant Delay (as  hereinafter
defined), the date set forth in Article 1.3 above shall be extended to  the
date  on  which  Landlord delivers possession of the  Premises  to  Tenant.
"Tenant  Delay" shall mean any and all delays resulting from  (i)  Tenant's
inability  or  failure  timely to meet its obligations  under  this  Lease,
including without limitation, all obligations of Tenant under the terms  of
Exhibit C attached hereto; (ii) any delays caused by Tenant's contractor or
subcontractors;  (iii) the inclusion in the improvements  requested  to  be
performed  in  the  Premises of any items requiring a long  lead  time  for
procurement  and/or installation (such items to be identified  by  Landlord
for  Tenant  prior  to their inclusion in the improvements);  or  (iv)  any
changes  or  change orders requested by Tenant subsequent to the completion
of Tenant's Plan as defined in Exhibit C. Should Landlord tender possession
of the Premises to Tenant prior to the date set forth in Article 1.3 above,
and  Tenant elects to accept such prior tender, then the date set forth  in
Article  1.3  shall  be  changed to reflect the  date  of  such  tender  of
possession  and accordingly, such occupancy shall be subject to all  terms,
covenants and conditions of this Lease, including the payment of  Rent  and
increases  in  Operating  Costs  and Property  Taxes  (as  such  terms  are
hereinafter defined). Notwithstanding anything to the contrary contained in
this  paragraph,  Tenant  shall  be granted  non-exclusive  access  to  the
Premises  fifteen  (15)  days  prior to the  Lease  Commencement  Date  for
purposes  of installing its equipment, furniture, fixtures and all  related
cabling,  and  such access shall not be considered a tender of  possession.
Notwithstanding the provisions of Article 2 herein, and provided  that  the
Lease is signed by Tenant no later than July 26, 1996, if possession of the
Premises  is not delivered to Tenant by April 1, 1997 and is not caused  by
Tenant Delay, Tenant may upon ten (10) days written notice, terminate  this
Lease if possession of the Premises is not delivered to Tenant during  such
ten  (10)  day period, subject to force major. If Tenant gives such  notice
resulting  in  a  termination of the lease, the Lease shall  be  terminated
without  further liability to Landlord and Landlord shall return  forthwith
any  sums which Tenant had furnished to Landlord, and neither Landlord  nor
Tenant shall have any further obligations to the other.

<PAGE>
3.  PAYMENT  OF  RENT.  Tenant shall pay Landlord the  Rent,  increases  in
Operating Costs and Property Taxes and any other additional rent  or  other
payments  due under this Lease without prior notice, deduction  or  offset,
(except as expressly provided for elsewhere in this Lease) in lawful  money
of  the  United States. Rent (including any monthly payments  of  Estimated
Costs  Allocable to the Premises (as defined below) payable  in  accordance
with  this  Lease) shall be paid in advance on or before the first  day  of
each  month,  except that the second month's Rent shall be  paid  upon  the
execution  hereof, at the address noted in Article 1.6, or  to  such  other
party  or at such other place as Landlord may hereafter from time  to  time
designate in writing. Tenant shall be given thirty (30) days prior  written
notice  of any change in the Payment Address provided in Article 1.6.  Rent
and  other  amounts  due  under this Lease for any  partial  month  at  the
beginning  or  end of the Lease Term shall be prorated. All other  payments
required  to be made by Tenant to Landlord under this Lease for  which  the
payment period is not otherwise specified herein shall be received no later
than fifteen (15) days after receipt of an invoice by Tenant specifying the
amount of such payment obligation.

4. SECURITY DEPOSIT.

4.1  Security  Deposit.  Landlord will not require a  security  deposit  at
commencement of the Lease. However, should the LOC (as hereinafter defined)
be  drawn  upon,  per Landlord's rights in this Article 4  resulting  in  a
security  deposit  being held by Landlord, such security  deposit  will  be
subject  to the guidelines outlined in this Article 4.1. If Tenant defaults
with respect to any covenant or condition of this Lease, including but  not
limited  to  the payment of Rent, additional rent or any other payment  due
under this Lease, and the obligation of Tenant to maintain the premises and
deliver  possession thereof back to Landlord at the expiration  or  earlier
termination  of  the  Lease  Term in the condition  required  herein,  then
Landlord may (without any waiver of Tenant's default being deemed  to  have
occurred)  apply all or any part of the security deposit to the payment  of
any  sum in default or any other sum which Landlord may be required or deem
necessary  to spend or incur by reason of Tenant's default. In such  event,
Tenant  shall, upon demand, deposit with Landlord the amount so applied  to
replenish  the  security deposit. If Tenant shall have fully complied  with
all  of the covenants and conditions of this Lease, but not otherwise,  the
amount  of  the security deposit then held by Landlord shall be  repaid  to
Tenant  within thirty (30) days after the expiration or sooner  termination
of  this Lease. In the event of a sale or transfer of Landlord's estate  or
interest  in  the Building, Landlord shall have the right to  transfer  the
security  deposit  to the purchaser or transferee, and  Landlord  shall  be
considered  released by Tenant from all liability for  the  return  of  the
security deposit.

4.2  Letter  of  Credit. Prior to Landlord's signing of the  Lease,  Tenant
shall  post,  as security for Landlord's Costs associated with this  lease,
i.e.,  the  Leasehold  Improvements provided  for  in  Exhibit  C,  leasing
commissions and legal fees, an irrevocable, unconditional letter of credit,
which  shall  be  on  Landlord's  standard  form,  issued  by  a  financial
institution  having branches in the State of Maryland and which institution
shall  be  otherwise satisfactory to Landlord (the "Letter of  Credit",  or
"LOC").  Notwithstanding  anything to the contrary  herein,  the  following
provisions shall apply to the Letter of Credit:

4.2.1  The  LOC shall name Landlord as the sole beneficiary, and  shall  be
assignable  by  Landlord as part of any financing or sale of the  Building.
The  initial  amount  of  the LOC shall be equal to Five  Hundred  Thousand
Dollars ($500,000.00). The LOC shall initially have a term of not less than
one  (1)  year,  and shall be renewed annually by Tenant  (with  Tenant  to
deliver evidence of such renewal to Landlord no later than thirty (30) days
prior to the scheduled expiration date thereof). If Tenant fails to deliver
evidence  of  such renewal to Landlord at least thirty (30) days  prior  to
such  expiration  date, Landlord will give Tenant written  notice  of  such
failure.  If Tenant fails to deliver evidence of such renewal within  three
(3)  business days of written notice from Landlord, Landlord shall have the
right  to draw upon the LOC in full. Tenant may reduce the amount  of  such
LOC annually at the beginning of each lease year as follows:
<PAGE>
                                   Amount of
               Lease Year          Letter of Credit

                Two                $450,000.00
                Three              $400,000.00
                Four               $350,000.00
                Five               $300,000.00
                Six                $200,000.00
                Seven              $100,000.00

If  the Landlord draws upon the LOC in full pursuant to this Article 4.2.1,
Tenant  shall  have the right one time during the term  of  this  Lease  to
obtain  a  new LOC in the amount required by the schedule set forth  above.
Immediately  upon  delivery of such new LOC to Landlord,  and  provided  no
default  exists, Landlord shall return to Tenant the proceeds  of  the  LOC
drawn  upon by Landlord. If Tenant delivers to Landlord such new LOC and  a
default does exist, Landlord will return the new LOC to Tenant and Landlord
will continue to hold the proceeds of the LOC drawn upon by Landlord.

4.2.2  The  LOC  shall be unconditional and irrevocable, and shall  provide
that  the  same may be drawn upon by the presentation to the  issuer  of  a
sight  draft  executed  by Landlord accompanied by  a  certificate  of  the
Landlord which certifies (i) that the Landlord is entitled to draw upon the
LOC  pursuant to the terms of this Lease in accordance with Articles  4.2.4
below,  and  (ii)  that the amount demanded from the financial  institution
does  not exceed the amount available under the LOC on the date upon  which
such draw is made.

4.2.3  The LOC shall provide that it may be drawn partially or in full,  as
Landlord may elect, as provided for in this Lease.

4.2.4.1 Landlord shall have the right to draw upon the LOC immediately upon
the  occurrence of a monetary default under the Lease for Tenant's  failure
to  make  any payments to Landlord required under the Lease, including  but
not limited to any payments of Rent, Operating Costs, Property Taxes or any
other  additional  rent, provided such default is not remedied  within  any
applicable  cure period. In the event of such a monetary default,  Landlord
shall  be  entitled to draw upon the LOC in an amount equal to the  sum  in
default  (inclusive of any applicable late charges, etc.). In the event  of
any  non-monetary  default under this Lease, which  default  is  not  cured
within  any applicable cure period, the Landlord shall be entitled to  draw
upon the LOC in an amount equal to the sum in default, provided Tenant  has
not delivered an Objection Notice to Landlord (as hereinafter described).

4.2.4.2  Upon  determination by Landlord of the liquidated amount  of  such
non-monetary default (the "Default Amount"), and prior to drawing upon  the
LOC as a result thereof; Landlord shall deliver to Tenant written notice of
the  Default Amount. If Tenant does not agree with Landlord's determination
of  the  Default  Amount,  Tenant  shall provide  written  notice  of  such
objection  to  Landlord  within  five (5)  business  days  (the  "Objection
Notice") after receipt of Landlord's notice of the Default Amount. Landlord
and  Tenant  shall then negotiate in good faith to resolve the disagreement
of  the parties regarding the Default Amount. If the parties are unable  to
mutually  agree upon the Default Amount within ten (10) business days,  the
parties  agree  to mutually select a disinterested, unrelated  third  party
having recognized expertise in the area in which Tenant has defaulted (e.g.
an  environmental engineer if Tenant has defaulted under any  environmental
obligations, or an architect or engineer if Tenant has defaulted under  any
building maintenance obligations). The Landlord and Tenant agree to  submit
promptly  their dispute in writing to such disinterested third  party,  who
shall  be instructed to issue a decision as quickly as reasonably possible,
but in any event within thirty (30) days, and whose decision shall be final
and   binding  upon  Landlord  and  Tenant.  Any  costs  charged  by   such
disinterested third party shall be paid by Tenant unless such disinterested
third party determines Tenant was not in default under this Lease, in which
case              the             costs             charged              by
<PAGE>
such  disinterested third party will be paid by Landlord. If  Landlord  and
Tenant  are  unable to agree upon a disinterested third  party  to  make  a
determination, the Landlord and Tenant agree that the disagreement  of  the
parties  regarding  the Default Amount shall be settled by  arbitration  in
accordance  with  the  then-existing  arbitration  rules  of  the  American
Arbitration Association. The arbitration proceedings shall be commenced  as
soon as practicable (but in any case within forty-five (45) days) and shall
be  completed  within  ninety  (90) days,  and  the  determination  of  the
arbitrator  shall be final and binding upon the Landlord  and  Tenant.  The
costs  of  arbitration  shall  be  paid by  Tenant  unless  the  arbitrator
determines  Tenant was not in default under this Lease, in which  case  the
cost  of  arbitration will be paid by Landlord. Upon determination  of  the
Default Amount by a disinterested third party or by an arbitrator,  as  the
case may be, Landlord shall have the right to draw immediately upon the LOC
for  such Default Amount. Should the annual renewal of the LOC occur during
the  determination of the Default Amount, Tenant shall be  responsible  for
renewing  the  LOC per Article 4.2.1, and should Tenant fail to  renew  the
LOC,  Landlord will have all remedies under this Lease, including  but  not
limited to drawing upon the LOC in full per Article 4.2.1 of this Lease.

4.2.4.3 The Landlord shall also have the right to draw upon the LOC in  the
event  Tenant fails to renew the LOC in accordance with Article 4.2.1 above
in  which case Landlord shall be entitled to draw upon the LOC in full.  In
the event the LOC is drawn upon by Landlord because of Tenant's failure  to
renew  the LOC the proceeds shall be held by Landlord as a security deposit
(and  shall  be  subject  to the guidelines of Article  4.1  pertaining  to
security  deposits).  Provided  no uncured  default  exists  such  security
deposit  shall  be  reduced and returned to Tenant in accordance  with  the
reduction  of the LOC provided for in Article 4.2.1 above. If  the  LOC  is
drawn  upon  by Landlord pursuant to a default by Tenant under  this  Lease
(the "LOC Draw Amount") as described in this Article 4.2 Tenant agrees that
it  shall  upon demand replenish the LOC to its required amount as outlined
in Article 4.2.1 within five (5) business days of Landlord's demand. If the
LOC  is  not replenished within five (5) business days of Landlord's demand
Tenant  will  be  in default of this Lease and subject to  all  rights  and
remedies  of Landlord pursuant to this Lease including but not  limited  to
Landlord's right to draw on the remainder of the LOC and Tenant  shall  pay
to Landlord an amount equal to the LOC Draw Amount to be held as a security
deposit.  If  Tenant fails to pay to Landlord this LOC Draw  Amount  Tenant
will  be  in  default of this Lease subject to all rights and  remedies  of
Landlord per this Lease.

5. USES.

5.1  Permitted  Uses. The Premises are to be used only for general  office,
light  manufacturing and assembly, research and development and warehousing
purposes  ("Permitted Uses") and for no other business or purpose  provided
such Permitted Uses are allowed for under all applicable zoning ordinances.
No act shall be done in or about the Premises that is unlawful or that will
increase  the existing rate of insurance on the Building said  increase  as
evidenced by the Landlord's insurance company. In the event of a breach  of
this  covenant  Tenant  shall pay to Landlord  any  and  all  increases  in
insurance  premiums resulting from such breach. Tenant shall not commit  or
allow  to be committed any waste upon the Premises or any public or private
nuisance  or  any other act or thing which disturbs the quiet enjoyment  of
any other tenant in the Building. If any of the Tenant's office machines or
equipment or other activities within the Premises disturb any other  tenant
in  the Building then Tenant shall provide adequate insulation or take such
other action or cease such objectionable activities, as may be necessary to
eliminate the noise or disturbance. Tenant at its expense shall comply with
all laws relating to its use or occupancy of the Premises and shall observe
such reasonable rules and regulations as may be adopted ,and made available
to  Tenant  by  Landlord  from  time to  time  for  the  safety.  care  and
cleanliness  of  the Premises or the Building and for the  preservation  of
good  order  therein  provided such rules and regulations  are  applied  by
Landlord in a non-discriminatory and non-arbitrary manner.

5.2  Hazardous Substances. The term "Hazardous Substances." as used in this
Lease shall mean all pollutants, contaminants, toxic or hazardous wastes or
any                  other                 substances,                  the
<PAGE>
use  and/or removal of which is required or the use of which is restricted,
prohibited  or penalized by an "Environmental Law " which term  shall  mean
any  federal,  state  or  local  law  ordinance  or  other  statute  of   a
governmental  or  quasi-governmental authority  relating  to  pollution  or
protection  of the environment. Tenant hereby agrees that (i)  no  activity
will  be  conducted  on  the  Premises  that  will  produce  any  Hazardous
Substances,  except  for such activities that are a part  of  the  ordinary
course  of  the  Tenant's business activities (the "Permitted  Activities")
provided  said  Permitted Activities are conducted in accordance  with  all
Environmental Laws and have been approved in advance in writing by Landlord
and  Tenant  shall  be responsible for obtaining any required  permits  and
paying  any  fees  and providing any testing required by  any  governmental
agency; (ii) the Premises will not be used in any manner for the storage of
any Hazardous Substances except for the temporary storage of such materials
that  are  used in the ordinary course of Tenant's business (the "Permitted
Materials") provided such Permitted Materials are properly used, stored and
disposed  of  in a manner and location meeting all Environmental  Laws  and
said  Permitted  Materials  have been approved in  advance  in  writing  by
Landlord,  and  Tenant  shall  be responsible for  obtaining  any  required
permits  and  paying  any fees and providing any testing  required  by  any
governmental  agency; (iii) no portion of the Premises will be  used  as  a
landfill  or a dump; (iv) Tenant will not install any underground tanks  of
any type; (v) Tenant will not allow any surface or subsurface conditions to
exist  or come into existence that constitute, or with the passage of  time
may  constitute, a public or private nuisance; (vi) Tenant will not  permit
Hazardous  Substances  to  be brought onto the  Premises,  except  for  the
Permitted  Materials described below, and if so brought  or  found  located
thereon,  the same shall be immediately removed, with proper disposal,  and
all required cleanup procedures shall be diligently undertaken pursuant  to
all  Environmental  Laws  at Tenant's sole cost and  expense.  Landlord  or
Landlord's  representative shall have the right but not the  obligation  to
enter  the  Premises  for the purpose of inspecting the  storage,  use  and
disposal of Permitted Materials to ensure compliance with all Environmental
Laws.  Should  it  be  determined, in Landlord's sole  opinion,  that  said
Permitted Materials are being improperly stored, used or disposed of,  then
Tenant  shall  immediately  take such corrective  action  as  requested  by
Landlord.  Should  Tenant  fail to initiate such corrective  action  within
forty-eight (48) hours, Landlord shall have the right to perform such  work
on  Tenant's behalf and at Tenant's sole expense, and Tenant shall promptly
reimburse Landlord for any and all costs associated with said work.  If  at
any time during or after the Term of the Lease, the Premises is found to be
so  contaminated  or subject to said conditions caused  by  Tenant,  Tenant
shall  diligently  institute  proper and  thorough  cleanup  procedures  at
Tenant's  sole  cost,  and  Tenant agrees to indemnify  and  hold  Landlord
harmless  from all claims, demands, actions, liabilities, costs,  expenses,
damages  and obligations of any nature arising from or as a result  of  the
use  of  the  Premises  by  Tenant. The foregoing indemnification  and  the
responsibility  of Tenant shall survive the termination  or  expiration  of
this Lease.

5.3  To the best of Landlord's knowledge, Landlord states that, during  the
period  of its ownership, it has not used or deposited or consented to  the
use or deposit by others of Hazardous Substances on, from, or affecting the
Premises  in  any  manner  which violates federal,  state  or  local  laws,
ordinances,  rules,  or regulations governing the use, storage,  treatment,
transportation. manufacture, refinement, handling, production  or  disposal
of Hazardous Substances .

5.4  Landlord shall indemnify, defend (by counsel reasonably acceptable  to
Tenant), protect, and hold Tenant, and each of Tenants employees, officers,
directors, shareholders, agents, successors and assigns, free and  harmless
from   and  against  any  and  all  claims,  actions,  causes  of   action,
liabilities,  penalties, fines, forfeitures, losses or expenses  (including
reasonable attorneys' fees and cost) or death of or injury to any person or
damage  to  any property whatsoever (excluding damage to Tenant's  personal
property)  arising  from  the presence of Hazardous  Substances  caused  by
Landlord and Landlord's agents and employees.

<PAGE>
5.5  The  removal of any Hazardous Substances that existed  prior  to  this
Lease,  unless the removal of such Hazardous Substances is required by  the
actions of Tenant or Tenant's employees, shall not be the responsibility of
Tenant.

6. LATE CHARGES.

6.1  Tenant  hereby acknowledges that late payment to Landlord of  Rent  or
additional  rent or other sums due hereunder will cause Landlord  to  incur
administrative costs and loss of investment income not contemplated by this
Lease  the  exact amount of which will be extremely difficult to ascertain.
If  any  Rent, additional rent or other sum due from Tenant is not received
by  Landlord  or  Landlord's designated agent within five  (5)  days  after
receipt  of written notice then Tenant shall pay to Landlord a late  charge
equal  to  five  percent (5%) of such overdue amount  plus  any  reasonable
attorneys'  fees  and  costs incurred by Landlord  by  reason  of  Tenant's
failure  to  pay  Rent  and other charges when due hereunder.  The  parties
hereby  agree  that  such  late charges represent  a  fair  and  reasonable
estimate  of the administrative cost that Landlord will incur by reason  of
Tenant's late payment. Landlord's acceptance of such late charges shall not
constitute a waiver of Tenant's default with respect to such overdue amount
or  estop  Landlord  from exercising any of the other rights  and  remedies
granted hereunder.

6.2  In  addition  to  the administrative late charge  provided  for  under
Article 6.1 above if any Rent, additional rent or other sum due from Tenant
to Landlord is not paid as and when due under this Lease such unpaid amount
shall bear interest from the date due until the date paid at an annual rate
of  interest  equal  to the lesser of (a) the prime  rate  of  interest  as
published in the Wall Street Journal (or any successor publication thereto)
from  time to time plus two percent (2%) or (b) the highest annual rate  of
interest permitted under applicable law.

7. REPAIRS AND MAINTENANCE.

7.1. Landlord shall maintain or cause to be maintained, the common areas of
the  Building such as lobbies, elevators, stairs and corridors,  the  roof,
foundations,   parking  lots,  driveways,  sidewalks,  curbs,  landscaping,
lighting and exterior walls of the Building and the underground utility and
sewer  pipes  outside the exterior walls of the Building, if any,  provided
that  to the extent any of such repairs is rendered necessary by the  gross
negligence   or  willful  misconduct  of  Tenant,  its  agents,  customers,
employees,  independent contractors, guests or invitees,  Tenant  shall  be
obligated  to  reimburse Landlord for all costs sustained  by  Landlord  in
connection   with   such  repair  as  additional  rent   hereunder,   which
reimbursement shall be due no later than fifteen (15) days after Landlord's
written  demand. Subject to Landlord's right of access pursuant to  Article
17, Tenant shall be exclusively responsible for the repairs and maintenance
to  the  interior of the Premises and Landlord shall be under no obligation
to  inspect  the  Premises.  Tenant shall promptly  report  in  writing  to
Landlord any defective condition known to it which Landlord is required  to
repair.  Tenant  hereby  waives the right to  make  repairs  at  Landlord's
expense  under  any  other law, statute or ordinance now  or  hereafter  in
effect except as otherwise provided in this Article 7.1. If Landlord  fails
to  perform any maintenance obligation required in this Article 7.1  Tenant
shall notify Landlord in writing that such obligation exists. If within ten
(10)  business  days of receipt of such notice Landlord has  not  commenced
performance of said maintenance obligation, Tenant shall have the right  to
commence  performance of such maintenance obligation. In doing  so,  Tenant
may  hire repairmen, purchase materials and generally perform any other act
which  would be reasonably required of Landlord in making such  repair.  If
the   repairs   are  deemed  to  be  necessary  in  Landlord's   reasonable
determination,  as well as the responsibility of Landlord,  all  reasonable
costs  incurred by Tenant in effectuating such repairs shall be  reimbursed
by Landlord after Tenant has submitted to Landlord reasonable documentation
evidencing  the  cost of the repair. If Landlord fails to reimburse  Tenant
within  thirty  (30) days of Tenant's submission to Landlord of  reasonable
documentation  including the costs of such repair, then Tenant  shall  have
all  remedies  at  law  and in equity. All expenses  incurred  by  Landlord
pursuant    to    this   Article   7   (to   the   extent    not    payable
<PAGE>
directly  by  Tenant  as  above provided) will be  included  within  "Other
Operating Costs" as defined in Article 9.1.1.2 below.

8. UTILITIES AND SERVICES.

8.1  Hours  of  Service. From 7:30 a.m. to 6:30 p.m. on  weekdays  ("Normal
Business  Hours")  and from 9:00 a.m. to 1:00 p.m. on  Saturday  ("Saturday
Mornings") (excluding those holidays set forth in the Rules and Regulations
attached  hereto  as  Exhibit D), Landlord shall furnish  to  the  Premises
electricity for lighting and for normal modern office use including but not
limited  to  personal computers, word processors, kitchen  equipment,  copy
machines, laser printers and other office equipment as well as water,  heat
and air conditioning ("HVAC") and elevator service. During all other hours,
Landlord  shall furnish such services except for heat and air conditioning.
Landlord  represents that the electrical capacity furnished to the Premises
shall not be less than five (5) watts per square foot exclusive of HVAC.

8.1.1 HVAC will be provided during Normal Business Hours in accordance with
the  following  performance  standards subject to  applicable  governmental
regulations:

(a) In the operation of its cooling cycle, the HVAC system shall be capable
of  providing a dry bulb temperature of 75 degrees Fahrenheit plus or minus
3  degrees Fahrenheit and a relative humidity of 45% to 55% throughout  the
Premises with outside conditions of 95 degrees Fahrenheit dry bulb  and  78
degrees Fahrenheit wet bulb.

(b) In the operation of its heating cycle, the HVAC system shall be capable
of  providing  a temperature throughout the Premises of not  less  than  70
degrees  Fahrenheit plus or minus 2 degrees Fahrenheit whenever the outdoor
dry bulb temperature is lower than 65 degrees Fahrenheit but not lower than
10  degrees  Fahrenheit. The relative humidity in the Premises  during  the
heating cycle will be maintained at 30% to 40%.

(c)  The  foregoing  performance standards are based  on  the  criteria  of
occupancy  by not more than one person per 150 useable square  feet  and  a
combined  lighting and electrical demand load of five (5) watts per  square
foot of useable area (exclusive of base Building HVAC).

8.2  Additional  Services. If requested by Tenant, Landlord  shall  furnish
heat  and  air conditioning at times other than Normal Business  Hours  and
Saturday  Mornings and the cost of such services as established by Landlord
shall  be paid by Tenant as additional rent payable as provided in  Article
3. The cost of such overtime heating and air conditioning shall be based on
Landlord's actual cost which is currently $25.00 per hour per quadrant.  If
the  quantity or kind of utilities or services furnished by Landlord to the
Premises to meet Tenant's requirements is excessive or abnormal relative to
the  utilities  and  services consumed by office tenants generally,  Tenant
shall reimburse Landlord upon demand for the additional cost resulting from
Tenant's  excessive  or  abnormal consumption.  More  specifically,  Tenant
acknowledges  and  agrees  that (i) the average electrical  consumption  of
tenants in the Building equals five (5) watts per square foot per year  and
(ii)  certain areas of the Premises as identified in Exhibit G  are  to  be
separately metered for electricity and (iii) throughout the Lease Term (and
any  renewal term(s)) to the extent Tenant's electrical consumption in  the
separately metered areas identified in Exhibit G exceeds five (5) watts per
square  foot  per year, Tenant shall reimburse Landlord within thirty  (30)
days  after  receipt  of  a  notice  or invoice  from  Landlord  requesting
reimbursement  therefore. Landlord shall invoice  Tenant  for  such  excess
electrical  consumption annually on or about the anniversary of  the  Lease
Commencement Date and shall make a good faith effort to provide Tenant with
a  quarterly  report  detailing the excess electrical consumption  if  any.
Landlord  shall  also  provide  toilet room  supplies,  window  washing  at
reasonable  intervals, and customary Building janitorial service  or  other
types  of services provided or caused to be provided by Landlord to  Tenant
which are in addition to the services ordinarily provided Building tenants,
all of which shall constitute Other Operating Costs and shall be payable as
provided in Article 9.1.1.2 of this Lease. Landlord shall not be liable for
any    loss,    injury    or   damage   to   property    caused    by    or
<PAGE>
resulting from any variation, interruption, or failure of such services due
to  any  cause whatsoever unless such failure is not corrected by  Landlord
within  thirty  (30)  days following written notice  thereof  from  Tenant,
subject  to force majeure. In no event shall Landlord be liable  to  Tenant
for (a) any damage to the Premises or (b) any loss, damage or injury to any
property  therein or thereon or (c) any claims for the interruption  of  or
loss  to  Tenant's  business or for any indirect damages  or  consequential
losses occasioned by bursting, rupture, leakage or overflow of any plumbing
or other pipes or other similar cause in, above, upon or about the Premises
or  the  Building. If any public utility or governmental body shall require
Landlord or Tenant to restrict the consumption of any utility or reduce any
service  to the Premises or the Building. Landlord and Tenant shall  comply
with  such  requirements, without any abatement or reduction of  the  Rent,
additional rent or other sums payable by Tenant hereunder.

In  the  event  any  utility service or other service to  the  Premises  is
interrupted due to the gross negligence of Landlord or its managing  agent,
such  that the Premises or a portion thereof is rendered untenantable,  and
Tenant  in  fact  ceases  the  use of such portion  and  such  interruption
continues  for a period of five (5) consecutive days after the date  Tenant
first  notifies  Landlord  of  the occurrence  of  such  interruption  then
commencing on the sixth (6th) consecutive day after the occurrence of  such
interruption and continuing until the earlier of (i) the date such  utility
service  or  other  service is restored to the Premises or  (ii)  the  date
Tenant  recommenced its use of the affected portion of  the  Premises,  the
Rent   due   hereunder  shall  be  proportionately  abated  in  an   amount
corresponding   to  the  portion  of  the  Premises  which   was   rendered
untenantable and as to which Tenant ceased its use and occupancy.

8.3  Recycling  Regulations. Tenant shall comply,  at  its  sole  cost  and
expense,  with  all  orders requirements and conditions  now  or  hereafter
imposed  by  any  ordinances, laws, orders and/or regulations  (hereinafter
collectively  called  "regulations")  of  any  governmental   body   having
jurisdiction  over  the  Premises  or the  Building,  whether  required  of
Landlord  or  otherwise, regarding the collection, sorting, separation  and
recycling  of  waste  products,  garbage,  refuse  and  trash  (hereinafter
collectively  called "waste products") including but  not  limited  to  the
separation of such waste products into receptacles provided by Landlord and
the removal of such receptacles in accordance with any collection schedules
prescribed by such regulations. Landlord reserves the right (a)  to  refuse
to  accept  from  Tenant  any  waste products that  are  not  prepared  for
collection  in  accordance with any such regulations  and  (b)  to  require
Tenant to pay all costs, expenses, fines, penalties or damages that may  be
imposed on Landlord or Tenant by reason of Tenant's failure to comply  with
any such regulations.

8.4. Miscellaneous Services. Tenant shall have twenty-four (24) hour a  day
access to the Building and the Building's surface parking every day of  the
year  with at least one (1) elevator available at all times. Landlord shall
also  provide an electronically controlled perimeter access system  to  the
Building's  primary entrances. A security system for the  Premises  may  be
installed  by the Tenant at its sole cost and expense subject to Landlord's
approval.

9. COST OF SERVICES AND UTILITIES.

9.1 Definitions. In addition to the Rent Tenant shall pay to Landlord
increases under this Article 9 as additional rent. The increases shall be
made as provided herein using the following definitions:

Operating Costs.

9.1.1  "Operating  Costs"  shall  include  Costs  of  Utilities  and  Other
Operating Costs.

9.1.1.1  "Costs of Utilities" shall mean all expenses paid or  incurred  by
Landlord  for  electricity  including any surcharges  imposed  water,  gas,
sewers, oil and utility services provided to or used by Tenant.
<PAGE>
9.1.1.2  "Other  Operating Costs" shall mean all  other  expenses  paid  or
incurred by Landlord for maintaining, operating, repairing and managing the
(i)  Building,  (ii)  the personal property used in conjunction  therewith,
(iii)  the  Building  roof and (iv) the land upon  which  the  Building  is
situated.  Such  costs shall include without limitation supplies,  cleaning
services,  window  glass  replacement and repair, landscaping  services  of
independent  contractors,  compensation  (including  employment  taxes  and
fringe  benefits) of all persons who perform duties in connection with  the
operation,  maintenance and repair of the Building, ordinary and  customary
insurance premiums, permits and inspection fees, management fees consistent
with  management  fees charged for comparable buildings in the  Washington,
D.C.  metropolitan  area,  reasonable legal  fees  and  costs  incurred  in
connection  with contesting the amounts or the imposition of  any  Property
Taxes  and accounting fees and any other expense or charge whether  or  not
hereinbefore  described  which,  in  accordance  with  generally   accepted
accounting  and  management practices, would be considered  an  expense  of
maintaining,  operating or repairing the Building excluding: (a)  costs  of
any  special services rendered to individual tenants (including Tenant) for
which  a special separate charge shall be made (and shall be payable within
ten (10) days of written demand); (b) Property Taxes (as defined in Article
10.1.1);  (c)  depreciation  or  amortization  of  costs  required  to   be
capitalized  in  accordance  with generally accepted  accounting  practices
(except that Operating Costs shall include amortization of any cost  saving
capital improvements or other government required capital improvements made
subsequent to the Lease Commencement Date); (d) original construction costs
of  the  Building;  (e)  interest and amortization  of  funds  borrowed  by
Landlord   whether  secured  or  unsecured;  (f)  reserves   for   repairs,
maintenance and replacements; (g) costs or expenses associated with leasing
space  in  the  Building  or  the sale of any  interest  in  the  Building,
including without limitation advertising and marketing commissions  or  any
amount  paid  for  or on behalf of a tenant such as space planning,  moving
costs  rental and other tenant concessions; (h) ground rents; (i) salaries,
wages  or  other compensation paid to employees of any property  management
organization at a level more senior than property manager; (j) amounts paid
to any partners, shareholder, officer or director of Landlord for salary or
other  compensation; (k) costs of electricity outside Normal Business Hours
sold to tenants of the Building by Landlord or any other special service to
tenants  or  service in excess of that furnished to Tenant whether  or  not
Landlord receives reimbursement from such tenants as an additional  charge;
(1)  expenses  for repairs, replacements or improvements arising  from  the
initial construction of the Building to the extent such expenses are either
(i)  reimbursed  to  Landlord by virtue of warranties from  contractors  or
suppliers or (ii) result by reason of deficiencies in design or workmanship
except  conditions resulting from ordinary wear and tear; (m)  any  amounts
paid  to  any  person, firm or corporation related or otherwise  affiliated
with  Landlord or any general partner, officer or director of  Landlord  or
any  of  its  general  partners  to  the extent  same  exceeds  arms-length
competitive prices paid in the Washington, D.C. Metropolitan area  for  the
services or goods provided; (n) accounting or legal fees incurred in tenant
disputes  or in procuring tenants or for fees not related to the  operation
and  maintenance  of the Building but personal to Landlord;  (o)  costs  of
repairs incurred by reason of fire or other casualty or condemnation to the
extent   Landlord  receives  compensation  therefor  through  proceeds   of
insurance  or  condemnation awards; (p) costs of  renovating  or  otherwise
improving  space  for  new tenants or in renovation space  vacated  by  any
tenant or any other work which Landlord performs for any tenant; (q)  costs
relating  to  maintaining  Landlord's existence, either  as  a  corporation
partnership   or  other  entity  such  as  trustee's  fees,  annual   fees,
partnership,  organization  or administration  expenses,  deed  recordation
expenses,  legal and accounting fees (other than with respect  to  Building
operations);  (r)  interest or penalties arising by  reason  of  Landlord's
failure  to  timely  pay  any Operating Costs;  (s)  compensation  paid  to
clerics,  attendants, sales persons or other persons on  or  in  commercial
concessions (including the parking facility) operated in the Building;  (t)
costs  incurred  to  remove  any hazardous or toxic  wastes,  materials  or
substances from either the Building or land, unless such costs are incurred
as  a  result  of  the  acts or omissions of Tenant its agents,  employees,
invitees  or  contractors;  and (u) capital improvements  to  the  Building
(except as specifically set forth above).

<PAGE>
All  Operating Costs shall be "net' only and shall be reduced by the amount
of  insurance  or  other  reimbursement  recoupment  payment,  discount  or
allowance  received  by Landlord. Landlord shall at all  times  during  the
entire  Lease Term and any extensions operate, manage, maintain and  repair
the  Building in a lawful, efficient and businesslike manner in  accordance
with  sound property management practices consistent with comparable office
buildings  in  the Washington, D.C. metropolitan area. Landlord  shall  not
expend  more  than  the  reasonable and fair market value  for  any  goods.
services  labor or material purchased or provided by Landlord in connection
with the management, operation, maintenance and repair of the Building.

9.1.2 "Calendar Year" shall mean the twelve-month period commencing January
1 and ending December 31.

9.1.3 "Base Services Year" shall mean January 1, 1997 through December  31,
1997.

9.1.4  "  First  Full  Calendar Year of Building  Operation"  INTENTIONALLY
OMITTED

9.1.5  "Actual  Costs" shall mean the actual expense paid  or  incurred  by
Landlord for Operating Costs during any Calendar Year of the Lease Term.

9.1.6  "Actual  Costs Allocable to the Premises" shall  mean  the  Tenant's
share of the Actual Costs determined by Tenant's percentage of the Building
described in Article 1.2.

9.1.7  "Estimated  Costs Allocable to the Premises" shall  mean  Landlord's
estimate  of  Actual  Costs  Allocable to the Premises  for  the  following
Calendar Year, to be given by Landlord to Tenant pursuant to Article 9.3.

9.2 Actual Base Amount. Actual Costs Allocable to the Premises for the Base
Services Year shall be deemed the "Actual Base Amount".

9.3 Estimated Costs Allocable to the Premises. Prior to the commencement of
each  Calendar Year (except the Base Services Year) during the Lease  Term,
Landlord  shall  furnish Tenant a written statement of the Estimated  Costs
Allocable to the Premises for such Calendar Year and a calculation  of  the
payments  to  be  made by Tenant as follows: One-twelfth  (1/12th)  of  the
amount if any by which such amount exceeds the Actual Base Amount shall  be
payable  by  Tenant as additional rent as provided in Article  3  for  each
month  during  such  Calendar Year. If at any time  or  times  during  such
Calendar  Year  it appears to Landlord that the Estimated or  Actual  Costs
Allocable  to the Premises will vary from Landlord's estimate by more  than
five percent (5%) on an annualized basis, Landlord may by written notice to
Tenant revise its estimate for such Calendar Year and payments by Tenant of
the  Estimated Costs Allocable to the Premises for such Calendar Year shall
be based on such revised estimate.

9.4  Actual Costs. Within one hundred twenty (120) days after the close  of
each  Calendar Year during the Lease Term, beginning at the end of calendar
year  1998,  Landlord shall deliver to Tenant a written  statement  setting
forth  the  Actual  Costs Allocable to the Premises  during  the  preceding
Calendar  Year. If such costs for any Calendar Year exceed Estimated  Costs
Allocable  to the Premises paid by Tenant to Landlord pursuant  to  Article
9.3,  Tenant shall pay the amount of such excess to Landlord as  additional
rent within thirty (30) days after receipt of such statement by Tenant.  If
such  statement shows such costs to be less than the amount paid by  Tenant
to Landlord pursuant to Article 9.3, then the amount of such overpayment by
Tenant shall be credited by Landlord to the next Rent payable by Tenant.

9.5  End of Term. If this Lease terminates on a day other than the last day
of  a  Calendar  Year,  the  amount of any adjustment  to  Estimated  Costs
Allocable  to the Premises with respect to the Calendar Year in which  such
termination occurs shall be prorated on the basis which the number of  days
from  the  commencement  of  such  Calendar  Year  to  and  including  such
termination date bears to 365; and any amount payable by Landlord to Tenant
<PAGE>
or  Tenant  to  Landlord with respect to such adjustment shall  be  payable
within  thirty  (30)  days  after delivery by Landlord  to  Tenant  of  the
statement  of Actual Costs Allocable to the Premises with respect  to  such
Calendar Year.

9.6  Further  Adjustment. In the event the average occupancy level  of  the
Building for the Base Services Year and/or any subsequent Calendar Year was
not  ninety-five  percent (95%) or more of full occupancy then  the  Actual
Costs for such year shall be allocated among the tenants by the Landlord to
reflect  those  costs  which  would have occurred  had  the  Building  been
ninety-five percent (95%) occupied during such year.

9.7  Operating Cost "Cap". Notwithstanding anything to the contrary in this
Article  9, any Operating Costs which are directly controllable by Landlord
(i.e.  service contracts, salaries, and other similar expenses as to  which
Landlord  can negotiate the amount per unit or per hour etc. but  excluding
items  such  as  utility expenses. insurance premiums, real  estate  taxes,
special  assessments,  snow removal (but only as  to  the  number  of  snow
removal incidents and not as to unit cost per snow removal incident), trash
removal (but only as to the number of trash pickups and not as to the  unit
cost  per  trash  removal incident), or similar items  the  unit  cost  and
quantity  requirements  of  which  are not susceptible  to  pre-negotiation
(hereafter  "Controllable Operating Costs") shall not increase annually  by
more  than seven percent (7%) of the previous year's Controllable Operating
Costs.

9.8 Tenant's Audit Right.

In  the  event  Tenant  has  a good faith belief  that  Landlord's  written
statement  of  Actual  Costs  Allocable to the Premises  (as  described  in
Article 9;4 above) contains charges to Tenant that are not permitted  under
the  terms of the Lease, it shall provide Landlord with reasonably detailed
reasons in writing for its objection to any charge or alleged error  within
ninety  (90) days of receiving such statement. Landlord shall within thirty
(30)  days  thereafter either adjust such statement  in  response  to  such
objection(s) and credit any overpayment to Tenant as aforesaid  or  in  the
alternative  notify  Tenant  in  writing that  it  believes  that  Tenant's
objection  is  without merit. Not later than twenty  (20)  days  after  the
expiration  of  the  thirty (30) day period described  in  the  immediately
preceding  sentence, Tenant shall have the right to employ  an  independent
certified  public  accountant  who shall  have  at  lease  five  (5)  years
experience  in  the  field  of  passthrough audits  for  commercial  office
buildings in the metropolitan Washington, D.C. area, which certified public
accountant shall be reasonably acceptable to Landlord (provided  that  such
certified  public  accountant is not any employee  of  Tenant  and  is  not
compensated  on a contingency fee basis). Such certified public  accountant
shall  have  the  right to inspect and audit Landlord's books  and  records
relating to the calendar year to which the statement relates.

If  Tenant elects to employ such accountant, Tenant shall provide  Landlord
not  less  than  five (5) business days notice of the  date  on  which  the
accountant  desires to examine Landlord's books and records during  regular
business  hours.  Prior to the performance of such audit, Tenant  and  such
approved certified public accountant each shall execute Landlord's form  of
non-disclosure  agreement  providing  that  the  information  disclosed  in
connection  with  such audit be kept confidential. Tenant shall  cause  the
results of such audit to be communicated in writing to Landlord.

If  Landlord does not agree with the audit submitted by Tenant,  Landlord's
accountant  and  the  accountant designated by  Tenant  shall  endeavor  to
resolve any differences. If such parties are unable to agree, Landlord  and
Tenant  shall  select  an  independent  certified  public  accountant   who
satisfies  the criteria set forth above. Such jointly selected  accountant,
after executing Landlord's form of non-disclosure agreement, shall make  an
independent  audit. the results of which shall be binding on  Landlord  and
Tenant.

If  such audit shows that the amounts paid by Tenant to Landlord on account
of  increases  in such charges exceeded the amounts to which  Landlord  was
entitled  hereunder,  Landlord shall promptly credit  the  amount  of  such
excess    against    Tenant's   next   due   Rent    payment.    If    such
<PAGE>
audit  shows  that  the amounts paid by Tenant to Landlord  on  account  of
increase  in such charges were less than the amounts to which Landlord  was
entitled  hereunder,  Tenant  shall pay to  Landlord  the  amount  of  such
shortfall  within thirty (30) days of the date Tenant is  notified  of  the
error. Except as otherwise expressly provided below, all costs and expenses
of Tenant's audit (including without limitation reasonable copying charges)
shall  be paid by Tenant. In addition Tenant shall be responsible  for  the
costs  incurred in connection with the third accountant (including  without
limitation reasonable copying charges) unless such audit discloses that the
amounts  paid by Tenant to Landlord exceeded the amounts to which  Landlord
was  entitled by more than five percent (5%), in which event Landlord shall
promptly reimburse Tenant for the reasonable costs and expenses incurred in
connection with Tenant's audit and such third audit.

10. PROPERTY TAXES.

10.1  Contribution to Property Taxes. In addition to the Rent  provided  in
Article  1.4  and the increases in Operating Costs provided in  Article  9,
Tenant shall pay to Landlord as additional rent, its share of increases  in
Property  Taxes  under this Article 10. Tenant's share  of  Property  Taxes
shall be determined as provided herein utilizing the following definitions:

10.1.1  "Property Taxes" shall mean any form of assessment,  license,  fee,
rent,  tax,  levy,  penalty (if a result of Tenant's  delinquency)  or  tax
(other  than  net  income,  estate, succession,  inheritance,  transfer  or
franchise  taxes)  imposed by any authority having the direct  or  indirect
power  to  tax or by any city, county, state or federal government  or  any
improvement  or other district or division thereof on the Building  or  any
part  thereof (or on Landlord with respect thereto) the land,  the  parking
area  or  any other legal or equitable interest of Landlord in the same  or
any  rental  income  derived therefrom excluding  personal  property  taxes
payable by Tenant on the property of Tenant located within the Premises  as
indicated in Article 10.4 herein.

10.1.2  The  Term "Calendar Year" shall mean the period defined in  Article
9.1.2.

10.1.3  The term "Base Tax Year" shall mean January 1 1997 through December
31  1997  if the Building is at least 95% occupied by December 31 1997.  In
the event the average occupancy level of the Building for the Base Tax Year
was  not 95% or more of full occupancy, then the Tenant's Share of Property
Taxes  for  the  Base Tax Year shall be adjusted to reflect the  amount  of
taxes that would have been paid in calendar year 1997 had the Building been
95%  occupied during such year and assessed for tax purposes on  January  1
1997.

10.1.4 The term "Tenant's Share of Property Taxes" shall mean the amount of
Property  Taxes payable during any Calendar Year by Landlord multiplied  by
Tenant's percentage of the Building described in Article 1.2.

10.2 Estimated Increases in Tenant's Share of Property Taxes. Prior to  the
commencement  of  each Calendar Year (except the Base  Tax  Year)  Landlord
shall furnish Tenant with a written statement setting forth the estimate of
Tenant's  Share  of  Property  Taxes for such  Calendar  Year.  One-twelfth
(1/12th)  of the amount, if any, by which such estimated Tenant's Share  of
Property  Taxes exceeds the Tenant's Share of Property Taxes for  the  Base
Tax  Year  shall  be payable by Tenant as additional rent  as  provided  in
Article 3.

10.3 Actual Property Taxes. Within one hundred twenty ( 120) days after the
close of each Calendar Year during the Lease Term, beginning at the end  of
calendar  year  1998, Landlord shall deliver to Tenant a written  statement
setting  forth  the Tenant's Share of Property Taxes during  the  preceding
Calendar  Year.  If  such amount exceeds the Tenant's  estimated  Share  of
Property  Taxes pursuant to Article 10.2, Tenant shall pay  the  amount  of
such  excess to Landlord as additional rent within thirty (30)  days  after
receipt of such statement by Tenant. If such statement shows such amount to
be  less  than  the amount paid by Tenant to Landlord pursuant  to  Article
10.2, then the amount of such overpayment shall be credited by Landlord  to
the next immediate Rent payable by Tenant.
<PAGE>
10.4  Taxes  on  Tenant's Personal Property . Tenant  shall  pay  prior  to
delinquency  all  personal  property taxes  payable  with  respect  to  all
property  of  Tenant  located in the Premises or  the  Building  and  shall
provide promptly upon request of Landlord, written proof of such payment.

10.5 End of Term. If this Lease terminates on a day other than the last day
of  a Calendar Year, the amount of any adjustment between the estimated and
actual  Tenant's Share of Property Taxes with respect to the Calendar  Year
in  which  such  termination occurs shall be prorated on  the  basis  of  a
365-day  year; and any amount payable by Landlord to Tenant  or  Tenant  to
Landlord  with  respect to such adjustment shall be payable  within  thirty
(30) days after delivery by Landlord to Tenant of the statement of Tenant's
Share of Property Taxes with respect to such Calendar Year.

TENANT'S INSURANCE.

11.1  Tenant  shall, during the Term of this Lease, procure at its  expense
and keep in force the following insurance: (i) Commercial general liability
insurance  naming the Landlord and Landlord's managing agent as  additional
insiders  against any and all claims for bodily injury and property  damage
occurring  in or about the Premises. Such insurance shall have  a  combined
single  limit  of  not  less  than  One Million  Dollars  ($1,000,000)  per
occurrence  with  a  Two Million Dollar ($2,000,000)  aggregate  limit  and
excess  umbrella  liability insurance in the amount of Two Million  Dollars
($2,000,000).  If Tenant has other locations that it owns  or  leases,  the
policy  shall  include  an aggregate limit per location  endorsement.  Such
liability  insurance shall be primary and not contributing to any insurance
available to Landlord and Landlord's insurance shall be in excess  thereto.
In  no  event shall the limits of such insurance be considered as  limiting
the  liability of Tenant under this Lease; (ii) Personal property insurance
insuring  all  equipment trade fixtures, inventory  fixtures  and  personal
property  located within the Premises for perils covered by the  causes  of
loss  --  special  form  (all risk) and in addition,  coverage  for  flood,
earthquake  and boiler and machinery (if applicable). Such insurance  shall
be  written  on a replacement cost basis in an amount equal to one  hundred
percent  (100%)  of  the full replacement value of  the  aggregate  of  the
foregoing;  (iii)  Workers'  compensation  insurance  in  accordance   with
statutory laws and employers' liability insurance with a limit of not  less
than  One Hundred Thousand Dollars ($100,000) per employee and Five Hundred
Thousand  Dollars  ($500,000) per occurrence;  (iv)  Business  interruption
and/or  loss of rental insurance in an amount equivalent to six (6)  months
Rent  and increases in Operating Costs and Property Taxes payable by Tenant
hereunder which shall not contain a deductible greater than an amount equal
to  seventy-two  (72)  hours of the Rent in effect  at  such  time  (or  an
equivalent amount expressed in dollars) and which shall name Landlord as an
additional  insured;  and  (v)  Such  other  insurance  as  Landlord  deems
necessary and prudent or required by Landlord's beneficiaries or mortgagees
of any deed of trust or mortgage encumbering the Premises.

11.2  The  policies  required to be maintained  by  Tenant  shall  be  with
companies  rated AX or better in the most current issue of Best's Insurance
Reports.  Insurers shall be licensed to do business in the state  in  which
the  Premises are located and domiciled in the USA. Any deductible  amounts
under  any  insurance  policies required hereunder shall  not  exceed  Five
Thousand  Dollars ($5,000). Certificates of insurance (certified copies  of
the  policies may be required) shall be delivered to Landlord prior to  the
Lease  Commencement Date and annually thereafter at least thirty (30)  days
prior to the expiration date of the old policy. Tenant shall have the right
to  provide  insurance coverage which it is obligated to carry pursuant  to
the  terms  hereof  in  a  blanket policy,  provided  such  blanket  policy
expressly  affords coverage to the Premises and to Landlord as required  by
this Lease. Each policy of insurance shall provide notification to Landlord
at  least  thirty  (30) days prior to any cancellation or  modification  to
reduce the insurance coverage.

11.3  In the event Tenant does not purchase the insurance required by  this
Lease  or  keep the same in full force and effect, Landlord may, but  shall
not  be obligated to, purchase the necessary insurance and pay the premium.
Tenant       shall      repay      to      Landlord      as      additional
<PAGE>
rent  any  and  all  reasonable expenses (including  attorneys'  fees)  and
damages  which Landlord may sustain by reason of the failure of  Tenant  to
obtain and maintain insurance.

12. LANDLORD'S INSURANCE. At all times during the Lease Term, Landlord will
maintain (a) fire and extended coverage insurance covering the Building and
its  improvements in an amount sufficient to prevent Landlord from being  a
co-insurer under its policies of insurance and providing coverage  that  is
comparable  to  that  carried  by  owners  of  similar  properties  in  the
Washington,  D.C. metropolitan area, and (b) public liability and  property
damage insurance in an amount customary for properties which are comparable
to  the  Building, determined by Landlord in its sole discretion.  Landlord
shall  also  have  the  right to obtain such other  types  and  amounts  of
insurance  coverage on the Building and Landlord's liability in  connection
with  the  Building as are customary or advisable for a first class  office
building   in  the  Washington  D.C.-Suburban  Maryland-Suburban   Virginia
metropolitan  area,  as  determined by Landlord  in  Landlord's  reasonable
discretion. Tenant acknowledges and agrees that all premiums for  insurance
obtained  by Landlord pursuant to this Article 12 shall be included  within
"Other Operating Costs", as such term is defined in Article 9.1.1.2, above.

13. DAMAGE OR DESTRUCTION.

13.1   Damage  Repair.  If  the  Premises  shall  be  damaged  or  rendered
untenantable, either wholly or in part, by fire or other casualty, Landlord
may,  at  its option, (i) terminate this Lease effective as of the date  of
such  damage  if twenty percent (20%) or more of the useable  area  of  the
Premises  has been rendered untenantable, or (ii) restore the  Premises  to
their  previous  condition,  subject to Article  13.4  below,  and  in  the
meantime  the  Rent  shall  be  abated  in  the  same  proportion  as   the
untenantable portion of the Premises bears to the whole thereof,  and  this
Lease  shall  continue  in full force and effect. If  the  damage  is  due,
directly or indirectly, to the fault or neglect of Tenant, or its officers,
contractors,  licensees, agents, servants, employees, guests,  invitees  or
visitors,  there  shall  be  no abatement of Rent,  except  to  the  extent
Landlord  receives proceeds from any applicable insurance policy of  Tenant
to compensate Landlord for loss of Rent. The provisions of this Article are
in  lieu  of any statutory termination provision allowable in the event  of
casualty damage.

13.2 Termination Or Material or Uninsured Damages. If the Building shall be
destroyed  or  damaged  by  fire or other casualty  insured  against  under
Landlord's  fire and extended coverage insurance policy to the extent  that
more than twenty percent (20%) thereof is rendered untenantable, or if  the
Building  shall be materially destroyed or damaged to the extent  that  the
restoration  of such, in Landlord's sole discretion, is not  economical  or
feasible,  or if the Building shall be materially destroyed or  damaged  by
any  other  casualty  other than those covered by  such  insurance  policy,
notwithstanding  that  the  Premises may be  unaffected  directly  by  such
destruction or damage, Landlord may, at its election, terminate this  Lease
by  notice  in  writing  to  Tenant  within  sixty  (60)  days  after  such
destruction  or  damage. Such notice shall be effective  thirty  (30)  days
after receipt thereof by Tenant.

13.3  Business  Interruption. Other than rental abatement  as  and  to  the
extent provided in Article 13.1, no damages, compensation or claim shall be
payable  by  Landlord  for inconvenience or loss of business  arising  from
interruption  of  business,  repair  or  restoration  of  the  Building  or
Premises.

13.4  Repairs. Landlord's obligations, should it elect to repair, shall  be
limited  to  the base Building, common areas and the interior  improvements
installed by Landlord. Anything herein to the contrary notwithstanding, (i)
if  the Premises cannot be restored to their previous condition within  180
days  following the casualty, as determined in the reasonable  judgment  of
Landlord's  architect, either Landlord or Tenant shall have  the  right  to
terminate  this  lease, and (ii) if the Premises are destroyed  or  damaged
during  the  last  twelve (12) months of the Lease Term, then  Landlord  or
Tenant  may, at its option, cancel and terminate this Lease as of the  date
of the occurrence of such damage.
<PAGE>
14. MACHINES AND EQUIPMENT: ALTERATIONS
      AND ADDITIONS: REMOVAL OF FIXTURES.

14.1 Tenant shall not place a load upon the floor of the Premises exceeding
eighty  (80)  pounds  live  load per square foot without  Landlord's  prior
written  consent.  Business machines, mechanical  equipment  and  materials
belonging to Tenant which cause vibration, noise, cold, heat or fumes  that
may be transmitted to the Building or to any other leased space therein  to
such a degree as to be objectionable to Landlord or to any other tenant  in
the Building shall be placed, maintained, isolated, stored and/or vented by
Tenant  at  its  sole expense so as to absorb and prevent  such  vibration,
noise,  cold,  heat  or fumes. Tenant will not install or  operate  in  the
Premises any electrical or other equipment, other than such equipment as is
commonly   used   in  modern  offices  (specifically  excluding   mainframe
computers),  without  first  obtaining the  prior  consent  in  writing  of
Landlord,  who  may condition such consent upon the payment  by  Tenant  of
additional  rent  in compensation for excess consumption  of  water  and/or
electricity, excess wiring and other similar requirements, and any changes,
replacements or additions to any base building system, as may be occasioned
by the operation of said equipment or machinery.

14.2  Tenant shall not make or allow to be made any alterations,  additions
or  improvements to or on the Premises without first obtaining the  written
consent  of Landlord, which shall not be unreasonably withheld, conditioned
or  delayed. Notwithstanding the foregoing, if such alteration, addition or
improvement  is  non-structural in nature and  cost  less  than  $5,000.00,
Landlord's  consent  will not be required, provided, however,  that  Tenant
will be required to provide Landlord with written notice detailing the type
of alteration. addition or improvement and its cost prior to installing the
same.  Any such alterations, additions or improvements, including, but  not
limited  to,  wall  covering,  paneling  and  built-in  cabinet  work,  but
excepting  movable furniture and trade fixtures, shall be made at  Tenant's
sole expense, according to plans and specifications approved in writing  by
Landlord, in compliance with all applicable laws, by a licensed contractor,
and  in a good and workmanlike manner conforming in quality and design with
the Premises existing as of the Lease Commencement Date, shall not diminish
the  value of the Building or the Premises and shall at once become a  part
of  the  realty  and  shall  be surrendered with  the  Premises.  Upon  the
expiration  or  sooner termination of the Lease Term,  Tenant  shall,  upon
written  demand by Landlord, at Tenant's sole expense, with due  diligence,
remove   any  alterations,  additions,  or  improvements  made  by  Tenant,
designated by Landlord to be removed, and repair any damage to the Premises
caused  by  such removal provided that at the time Landlord  approved  such
alteration,   addition  or  improvement,  it  notified   Tenant   of   this
requirement.  Tenant  shall remove all of its movable  property  and  trade
fixtures  which  can  be  removed without damage to  the  Premises  at  the
termination of this Lease, either by expiration of the Lease Term or  other
cause,  and  shall pay Landlord any damages for injury to the  Premises  or
Building  resulting  from  such removal. All  items  of  Tenant's  personal
property  that are not removed from the Premises or the Building by  Tenant
at the termination of this Lease or when Landlord has the right of reentry,
shall  be  deemed abandoned and become the exclusive property of  Landlord,
without  further notice to or demand upon Tenant. If the Premises  are  not
surrendered as and when aforesaid, Tenant shall indemnify Landlord  against
all  claims,  losses, cost, expense (including reasonable attorneys'  fees)
and  liability  resulting from the delay by Tenant in so  surrendering  the
same  including  without  limitation any  claims  made  by  any  succeeding
occupant  founded on such delay. Tenant's obligation under  this  Paragraph
14.2 shall survive the expiration or termination of this Lease.

15.  ACCEPTANCE  OF  PREMISES.  Except to  the  extent  that  Landlord  has
expressly  agreed in this Lease to perform certain tenant improvement  work
in the Premises and except as otherwise provided for in Article 5.5, Tenant
shall  be  deemed  to have accepted the Premises on the Lease  Commencement
Date in their "as is" condition. Landlord warrants and represents that  all
mechanical systems (including plumbing sprinklers, heating, ventilation and
air conditioning systems) are in good operating condition and repair as  of
the  Lease  Commencement Date. If tenant improvements are to be constructed
by  Landlord in the Premises the acceptance of the Premises by Tenant shall
be             deferred            until             receipt             by
<PAGE>
the  Tenant of an architect's certificate of readiness certifying that  the
Premises  are  ready  for occupancy and the granting  to  Landlord  of  all
approvals necessary to obtain a certificate of occupancy. Within  five  (5)
days  after  the  architect  gives  such  notice  Tenant  shall  make  such
inspection  of  the  Premises as Tenant deems appropriate  and,  except  as
otherwise  notified  by Tenant in writing to Landlord within  such  period,
Tenant shall be deemed to have accepted the Premises in their condition  as
of  the  date  of  the  architect's certificate. If as  a  result  of  such
inspection Tenant discovers minor deviations or variations from  the  plans
and specifications for Tenant's improvements of a nature commonly found  on
a  "punch list" (as that term is used in the construction industry), Tenant
shall  promptly notify Landlord of such deviations. The existence  of  such
punch  list  items shall not postpone the Lease Commencement Date  of  this
Lease  nor  the obligation of Tenant to pay Rent, additional  rent  or  any
other charges due under this Lease. Landlord shall use its best efforts  to
complete  any punch list items on the list of items submitted by Tenant  to
Landlord within thirty (30) days following Tenants submission of such list.
In  the  event Landlord fails to complete any such punch list items  within
said  thirty  (30)  day period Tenant shall provide Landlord  with  written
notice  of  its Failure to do so. Landlord shall have fifteen  (  15)  days
after receipt of such notice to complete the punch list items identified by
Tenant and if it fails to do so in such fifteen ( 15) day period Tenant may
complete  such  punch list items at its expense and bill Landlord  for  the
same.  Landlord  agrees to reimburse Tenant for all  such  reasonable  cost
submitted  within  thirty (30) days of receiving legitimate  invoices  from
Tenant.   Landlord  and  Tenant  hereby  agree  to  execute  a  Declaration
substantially  in  the form attached hereto as Exhibit B.  to  confirm  the
Lease  Commencement  Date. Failure to execute said  Declaration  shall  not
affect the commencement or expiration of the Lease Term.

16. TENANT IMPROVEMENTS. If Landlord has agreed to make any improvement  to
the Premises, the provisions governing the planning, construction, scope of
work  and  terms  of  payment shall be set forth in EXHIBIT  C,  which,  if
attached hereto, is incorporated herein by this reference.

17.  ACCESS. Following reasonable prior notice Tenant shall permit Landlord
and its agents to enter the Premises at all reasonable times to inspect the
same; to show the Premises to prospective tenants (but only during the last
270  days  of  the  Lease Term) or interested parties such  as  prospective
lenders and purchasers; to exercise its rights under Article 47; to  clean,
repair,  alter  or  improve  the Premises or  the  Building;  to  discharge
Tenant's  obligations when Tenant has failed to do so within  a  reasonable
time   after   written   notice  from  Landlord;   to   post   notices   of
nonresponsibility  and similar notices and "For Sale" signs  and  to  place
"For  Lease" signs upon or adjacent to the Building or the Premises at  any
time  within twelve (12) months of the expiration of the Lease Term. Tenant
shall  permit Landlord and its agents to enter the Premises at any time  in
the  event  of an emergency. When reasonably necessary, and with reasonable
prior  notice, Landlord may temporarily close entrances, doors,  corridors,
elevators or other Facilities without liability to Tenant by reason of such
closure. Notwithstanding the above, Tenant shall have twenty-four (24) hour
a  day  access to the Building and the Building's parking lot every day  of
the year with at least one (l) elevator available at all times.

18.  WAIVER  OF SUBROGATION. Notwithstanding any other provisions  of  this
Lease  to  the contrary, Tenant and Landlord, respectively, hereby  release
each  other from any and all liability or responsibility to the  other  for
anyone  claiming by, through or under it or them by way of  subrogation  or
otherwise for any loss or damage to property covered by any insurance  then
in  force  (or  then required to be in force pursuant to the provisions  of
this Lease) even if such loss or damage shall have been caused by the fault
or  negligence  of  the other party or anyone for whom such  party  may  be
responsible; provided however that this release shall be applicable and  in
force  and effect only with respect to any loss or damage occurring  during
such  time as the policy or policies of insurance covering said loss  shall
contain  a clause or endorsement to the effect that this release shall  not
adversely  affect or impair such insurance or prejudice the  right  of  the
insured  to  recover  thereunder. Landlord and  Tenant  agree  to  use  all
reasonable       efforts      to      obtain       a       "waiver       of
<PAGE>
subrogation"  endorsement  as described in the preceding  sentence  in  any
all-risk/casualty  insurance policy obtained by each of  them  pursuant  to
this Lease.

l9.  INDEMNIFICATION. Subject to Article 18 of the Lease, each party  shall
defend,  indemnify  and  save harmless the other against  all  third  party
claims.  causes  of action and/or legal actions brought to recover  damages
for  death  or injury to any person or damage or loss of any  kind  to  any
property  of a third party caused by the negligence or misconduct  of  such
party,  its agents or employees but only to the extent same are not covered
by  the  policies  of  insurance  which the  other  is  required  to  carry
hereunder.  This  indemnity shall survive this  lease,  and  shall  include
indemnification  of  the  expense  of  defending  such  claims   (including
reasonable attorney's fees) and the indemnifying party shall have the right
to  designate  counsel  for the indemnified party in  accordance  with  the
requirements of the applicable liability insurance policy.

20. ASSIGNMENT AND SUBLETTING.

20.1  Landlord's  Consent.  Tenant shall not  assign,  encumber,  mortgage,
pledge or license the Premises or this Lease or sublease all or any part of
the  Premises,  or permit the use of the Premises by any party  other  than
Tenant, without the prior written consent of Landlord, which shall  not  be
unreasonably  withheld,  conditioned  or  delayed.  When  Tenant   requests
Landlord's consent to such assignment or sublease, it shall notify Landlord
in  writing at least thirty (30) days prior to the commencement date of the
proposed  sublease or assignment, of the name and address of  the  proposed
assignee or subtenant and the nature and character of the business  of  the
proposed  assignee  or  subtenant and shall provide  financial  information
(including  financial  statements) of the proposed assignee  or  subtenant.
Tenant  shall also provide Landlord with a copy of the proposed  sublet  or
assignment  agreement.  Landlord shall have the  option  (to  be  exercised
within  thirty (30) days after Landlord's receipt of Tenant's request  with
all  required  information  included) to (i)  grant  its  consent  to  such
proposed  assignment  or subletting. or (ii) to deny its  consent  to  such
proposed  assignment or subletting or (iii) terminate this Lease  effective
as  of  the  commencement date stated in the proposed assignment  or  if  a
sublease  to terminate this Lease solely as to the portion proposed  to  be
subleased.  If Landlord shall not exercise its option within the  time  set
forth  above  its consent to any proposed assignment or sublease  shall  be
deemed to not have been given.

20.2 Approved Subleases and Assignments. If Landlord approves an assignment
or  sublease as herein provided Tenant shall pay to Landlord, as additional
rent  due  under this Lease, one half of the difference if any between  the
Rent plus increases in Operating Costs and Property Taxes payable by Tenant
hereunder  allocable  to  that  part  of  the  Premises  affected  by  such
assignment or sublease pursuant to this Lease subtracted from the rent  and
any  additional  rent payable by the assignee or subtenant  to  Tenant.  No
consent to any assignment or sublease shall constitute a further waiver  of
the  provisions of this Article and all subsequent assignments or subleases
may be made only with the prior written consent of Landlord. An assignee of
Tenant  at the option of Landlord shall become directly liable to  Landlord
for  all  obligations of Tenant hereunder but no sublease or assignment  by
Tenant  shall relieve Tenant of any liability hereunder. Any assignment  or
sublease  without Landlord's prior written consent shall be void and  shall
at the option of the Landlord constitute a default under this Lease. Tenant
shall  pay  to Landlord a Two Hundred Fifty and no/100ths Dollars ($250.00)
processing  fee which shall accompany any proposed assignment  or  sublease
delivered  by  Tenant to Landlord and shall in addition reimburse  Landlord
for   Landlord's  reasonable  attorneys  fees  and  out-of-pocket  expenses
incurred  in  connection  with  Landlord's  review  of  such  sublease   or
assignment.

20.3   Tenant   Affiliate.  Anything  in  this  Lease   to   the   contrary
notwithstanding, the consent of the Landlord need not be  obtained  if  the
assignment  or  sublease  is to a parent subsidiary  or  affiliate  of  the
Tenant.  In  addition, Tenant shall have the right to transfer  and  assign
this Lease without Landlord's consent to any person or entity acquiring all
or  substantially all of the stock of Tenant or all of the assets of Tenant
by purchase, merger, consolidation or otherwise, provided that (i) Landlord
receives                                                                 at
<PAGE>
least  thirty (30) days' prior written notice thereof (accompanied  by  the
successor s financial statements) (ii) such successor executes an agreement
expressly assuming Tenant's obligations hereunder including but not limited
to  the  LOC and (iii) the surviving entity has overall financial viability
that  is  comparable to or better than the overall financial  viability  of
Tenant, in Landlord's sole and reasonable discretion. The sale in a  public
offering  of  all or a portion of the voting stock of Tenant  will  not  be
deemed  an  assignment  requiting  Landlord's  consent.  Tenant  shall   be
obligated  to  provide  written  notice to  Landlord  of  any  sublease  or
assignment  even in the event that Landlord's consent is not  required  for
such  sublease  or  assignment.  Landlord  further  acknowledges  that  the
Premises  may  be occupied by a parent, subsidiary or affiliate  of  Tenant
("Tenant  Affiliate") and their employees and that such use of the Premises
shall  not  be  considered  an assignment or sublease.  Any  of  Landlord's
representations warranties covenants agreements guarantees and  indemnities
made  for  the  benefit  of Tenant or any rights or privileges  granted  by
landlord to Tenant shall also inure to the benefit of such Tenant Affiliate
and its employees.

21.  ADVERTISING.  Tenant  shall not display any  sign,  graphics,  notice,
picture  or  poster, or any advertising matter whatsoever  anywhere  in  or
about  the Premises or the Building at places visible from anywhere outside
or  at  the  entrance  to the Premises without first  obtaining  Landlord's
written  consent thereto such consent to be at Landlord's sole  discretion.
Tenant shall be responsible to maintain any permitted signs and remove  the
same  at Lease termination. If Tenant shall fail to do so, Landlord may  do
so at Tenant's cost. Tenant shall be responsible to Landlord for any damage
caused by the installation, use, maintenance or removal of any such signs.

22.  LIENS. Tenant shall keep the Premises and the Building free  from  any
liens  arising out of any work performed, materials ordered or  obligations
incurred  by  or on behalf of Tenant and Tenant hereby agrees to  indemnify
and   hold   Landlord,  its  agents,  employees,  independent  contractors,
officers, directors, partners and shareholders harmless from any liability,
cost or expense for such liens. Tenant shall cause any such lien imposed to
be  released of record by payment or posting of the proper bond  acceptable
to  Landlord within thirty (30) days after the earlier of imposition of the
lien  or  written  request by Landlord. Tenant shall give Landlord  written
notice  of  Tenant's intention to perform work on the Promises which  might
result  in  any  claim  of  lien  at least  ten  (10)  days  prior  to  the
commencement of such work to enable Landlord to post and record a Notice of
Nonresponsibility or other notice deemed proper before commencement of  any
such  work. If Tenant fails to remove any lien within the prescribed thirty
(30)  day  period then Landlord may do so at Tenant's expense and  Tenant's
reimbursement  to  Landlord for such amount including attorneys'  fees  and
costs, shall be deemed additional rent.

23. DEFAULT.

23.1 Tenant's Default. A default under this Lease by Tenant shall exist  if
any of the following occurs:

23.1.1  If  Tenant  fails to pay Rent, additional rent  or  any  other  sum
required  to  be  paid hereunder within five (5) days of receiving  written
notice that the same is due whether or not demand shall have been made  for
the same; or

23.1.2  If Tenant fails to perform any term, covenant or condition of  this
Lease  except those requiring the payment of money to Landlord as set forth
in  Article 23.1.1 above and Tenant fails to cure such breach within twenty
(20)  days  after  written  notice from Landlord where  such  breach  could
reasonably  be cured within such twenty (20) day period; provided  however,
that were such failure could not reasonably be cured within the twenty (20)
day  period,  that  Tenant shall not be in default  if  it  commences  such
performance  within  the twenty (20) day period and  diligently  thereafter
prosecutes  the  same  to completion, such grace period  not  to  exceed  a
maximum of forty (40) days in the aggregate and no such grace period to  be
permitted  in  the  event of any one or more of the  following:  (i)  there
exists  a risk of prosecution of the Landlord (ii) there exits a reasonable
<PAGE>
possibility of danger to the health or safety of the Landlord, the  Tenant,
Tenant's  invitees or any other occupants of, or visitors to, the  Building
(iii) the default relates to the maintenance of insurance obligations  (iv)
the default relates to the assignment and subletting provisions and (v) the
default  relates  to  a  violation  of  Article  5.2  of  this  Lease;  the
determination as to whether or not any such conditions exist to be made  in
Landlord's sole discretion; and

23.1.3  If  Tenant  or  any  guarantor of this  Lease  shall  (i)  make  an
assignment for the benefit of creditors (ii) acquiesce in a petition in any
court  in any bankruptcy reorganization composition extension or insolvency
proceedings, (iii) seek, consent to or acquiesce in the appointment of  any
trustee, receiver or liquidator of Tenant or of any guarantor of this Lease
and of all or any part of Tenant's or such guarantor's property (iv) file a
petition seeking an order for relief under the Bankruptcy Code, as  now  or
hereafter  amended  or supplemented, or by filing any  petition  under  any
other present or future federal, state or other statute or law for the same
or  similar  relief  or (v) fail to win the dismissal,  discontinuation  or
vacating  of any involuntary bankruptcy proceeding within ninety (90)  days
after such proceeding is initiated; or

23.1.4  If Tenant shall have abandoned the Premises and fails to pay  Rent,
additional rent or any other sum required to be paid hereunder; or

23.1.5 The chronic delinquency by Tenant in the payment of monthly Rent  or
any other periodic payments required to be paid by Tenant under this Lease.
"Chronic delinquency" shall mean failure by Tenant to pay Rent or any other
periodic  payments  required to be paid by Tenant under this  Lease  within
three  (3)  days  after  written notice thereof for any  three  (3)  months
(consecutive or nonconsecutive) during any twelve (12) month period. In the
event of a chronic delinquency at Landlord's option Landlord shall have the
additional right to require that Rent be paid by Tenant quarter-annually in
advance.

23.2  Remedies. Upon a default, Landlord shall have the following  remedies
in  addition to all other rights and remedies provided by law or  otherwise
provided  in  this  Lease  any one or more of  which  Landlord  may  resort
cumulatively, consecutively, or in the alternative:

23.2.1  Landlord may continue this Lease in full force and effect and  this
Lease shall continue in full force and effect as long as Landlord does  not
terminate  this  Lease and Landlord shall have the right to  collect  Rent,
additional rent and other charges when due.

23.2.2 Landlord may terminate this Lease or may terminate Tenant's right to
possession  of  the Premises at any time by giving written notice  to  that
effect  in  which event Landlord may (but shall not be obligated to)  relet
the  Premises  or  any part thereof. Upon the giving of  a  notice  of  the
termination  of  this  Lease,  this  Lease  (and  all  of  Tenant's  rights
hereunder)  shall immediately terminate, provided that without  limitations
Tenant's obligation to pay Rent increases in Operating Costs, increases  in
Property  Taxes  and any damages otherwise payable under  this  Article  23
shall survive such termination and shall not be extinguished thereby.  Upon
the  giving  of a notice of the termination of Tenant's right of possession
all of Tenant's rights in and to possession of the Premises shall terminate
but  this  Lease shall continue subject to the effect of this  Article  23.
Upon  either  such  termination,  Tenant shall  surrender  and  vacate  the
Premises  in the condition required by Article 25 and Landlord may re-enter
and  take possession of the Premises and all the remaining improvements  or
property  and  eject Tenant or any of the Tenant's subtenants assignees  or
other person or persons claiming any right under or through Tenant or eject
some  and not others or eject none. This Lease may also be terminated by  a
judgment specifically providing for termination. Any termination under this
Article  shall  not release Tenant from the payment of  any  sum  then  due
Landlord  or from any claim for damages or Rent, additional rent  or  other
sum  previously accrued or thereafter accruing against Tenant. all of which
shall  expressly  survive such termination. Upon such  termination,  Tenant
shall  be  liable immediately to Landlord for all reasonable and  customary
costs  Landlord  incurs in attempting to relet the  Premises  or  any  part
thereof  including  without limitation broker's  commissions,  expenses  of
cleaning                          and                          redecorating
<PAGE>
the Premises required by the reletting and like costs. Reletting may be for
a  period  shorter  or  longer than the remaining Lease  Term.  No  act  by
Landlord  other  than giving written notice to Tenant shall terminate  this
Lease. Acts of maintenance efforts to relet the Premises or the appointment
of a receiver on Landlord's initiative to protect Landlord's interest under
this  Lease  shall  not constitute a constructive or other  termination  of
Tenant's  right  to  possession or of this Lease either  of  which  may  be
effected  solely by an express written notice from Landlord to  Tenant.  On
termination Landlord has the right to remove all Tenant's personal property
and store same at Tenant's cost and to recover from Tenant as damages:

(a)  The  worth  at the time of award of unpaid Rent, additional  rent  and
other  sums  due  and  payable  which  had  been  earned  at  the  time  of
termination; plus

(b)  The worth at the time or award of the amount by which the unpaid Rent,
additional  rent  and  other sums due and payable  which  would  have  been
payable  after  termination until the time of award exceeds the  amount  of
such rent loss that Tenant proves could have been reasonably avoided; plus

(c)  The worth at the time of award of the amount by which the unpaid Rent,
additional rent or other sums due and payable for the balance of the  Lease
Term  after  the  time of award exceeds the amount of such rent  loss  that
Tenant proves could be reasonably avoided; plus

(d)  Any  other  amount  necessary is to compensate Landlord  for  all  the
detriment  proximately  caused  by Tenant's  failure  to  perform  Tenant's
obligations  under  this Lease or which in the ordinary  course  of  things
would  be likely to result therefrom including without limitation any costs
or  expenses  incurred  by  Landlord: (i) in  retaking  possession  of  the
Premises;  (ii)  in  maintaining repairing preserving  restoring  replacing
cleaning  altering  or rehabilitating the Premises or  a  portion  thereof;
including  such  acts for reletting to a new tenant or tenants;  (iii)  for
leasing commissions; or (iv) Or any other costs necessary or appropriate to
relet the Premises; plus

(e) At Landlord's election, such other amounts in addition to or in lieu of
the  foregoing  as may be permitted from time to time by the  laws  of  the
State in which the Premises are located.

The  "worth  at the time of award" of the amounts referred to  in  Articles
23.2.2(a) and (b) is computed by allowing interest at the maximum  interest
rate  allowed by law on the unpaid rent and other sums due and payable from
the  termination  date through the date of award. In lieu  of  the  amounts
recoverable  by  Landlord pursuant to clauses (b) and (c) of  this  Article
23.2.2 above but in addition to the amounts specified in clauses (a),  (d),
and  (e) (or any other portion of this Article 23) Landlord may at its sole
election recover "Indemnity Payments " as defined hereinbelow from  Tenant.
For  purposes of this Lease "Indemnity Payments" means an amount  equal  to
the  Rent  and other payments provided for in this Lease which  would  have
become  due  and  owing thereunder from time to time during  the  unexpired
Lease  Term  after  the  effective date of the  termination  but  for  such
termination less the Rent and other payments if any actually collected by a
Landlord  and  allocable  to  the Premises. If Landlord  elects  to  pursue
Indemnity Payments in lieu of the amount recoverable under clauses (b)  and
(c)  above,  Tenant  shall on demand make Indemnity Payments  monthly,  and
Landlord  may sue for all Indemnity Payments at any time after they  accrue
either  monthly or at less frequent intervals. Tenant further  agrees  that
Landlord may bring suit for Indemnity Payments at or alter the end  of  the
Lease  Term  as originally contemplated under this Lease and Tenant  agrees
that  in  such  event Landlord's cause of action to recover  the  Indemnity
Payments shall be deemed to have accrued on the last day of the Lease  Term
as  originally  contemplated. In seeking any new tenant for  the  Premises,
Landlord  shall  be entitled to grant any concessions it  deems  reasonably
necessary. In no event shall Tenant be entitled to any excess of any rental
obtained  by  reletting over and above the rental herein  reserved.  Tenant
waives  redemption  or relief from forfeiture under any  other  present  or
future   law   in   the   event  Tenant  is  evicted  or   Landlord   takes
<PAGE>
possession  of  the Premises by reason of any default of Tenant  hereunder.
Landlord agrees to make reasonable efforts to mitigate its damages.

23.2.3  Landlord may, with or without terminating this Lease, re-enter  the
Premises  and  remove  all  persons and property from  the  Premises;  such
property  may  be removed and stored in a public warehouse or elsewhere  at
the cost of and for the account of Tenant. No re-entry or taking possession
of  the Premises by Landlord pursuant to this Article shall be construed as
an  election  to  terminate  this Lease unless a  written  notice  of  such
intention is given to Tenant.

23.2.4  Tenant  on  its  own behalf and on behalf of all  persons  claiming
through  or  under Tenant including all creditors does hereby  specifically
waive  and  surrender  any  and all rights and  privileges  so  far  as  is
permitted  by  law which Tenant and all such persons might  otherwise  have
under any present or future law (1) to the service of any notice to quit or
of Landlord's intention to re-enter or to institute legal proceedings which
notice may otherwise be required to be given (2) to redeem the Premises (3)
to  re-enter or repossess the Premises (4) to restore the operation of this
Lease with respect to any dispossession of Tenant by judgment or warrant of
any  court  or  judge or any , re-entry by Landlord or  any  expiration  or
termination of this Lease whether such dispossession re-entry expiration or
termination  shall be by operation of law or pursuant to the provisions  of
this  Lease  (5)  to  the  benefit of any law which exempts  property  from
liability  for debt or for distress for rent or (6) to a legal by  jury  in
any  claim action proceeding or counter-claim arising out of or in any  way
connected with this Lease.

24. SUBORDINATION.

24.1  Subject to the terms of Article 24.2. below, this Lease is and  shall
at  all  times  be and remain subject and subordinate to the  lien  of  any
mortgage,  deed of trust ground lease or underlying lease now or  hereafter
in  force against the Premises and to all advances made or hereafter to  be
made upon the security thereof: Tenant shall execute and return to Landlord
any  documentation requested by Landlord in order to confirm the  foregoing
subordination within fifteen (15) days after Landlord's written request. If
Tenant  does not provide Landlord with such subordination documents  within
fifteen  (15)  days  after Landlord's written request, then  Tenant  hereby
authorizes Landlord to execute such subordination documents acting as  duly
authorized  agent for Tenant. In the event any proceedings are brought  for
foreclosure or in the event of the exercise of the power of sale under  any
mortgage or deed of trust made by the Landlord coveting the Premises Tenant
shall attorn to the purchaser at any such foreclosure or to the grantee  of
a  deed  in lieu of foreclosure and recognize such purchaser or grantee  as
the Landlord under this Lease. Tenant agrees that no mortgagee or successor
to  such  mortgagee shall be (i) bound by any payment of Rent or additional
rent for more than one (1) month in advance (ii) bound by any amendment  or
modification of this Lease made without the consent of Landlord's mortgagee
or  such successor in interest (iii) liable for damages for any breach. act
or  omission of any prior landlord, or (iv) subject to any claim of  offset
or defenses that Tenant may have against any prior landlord.

24.2.  In  the  event Landlord desires to obtain a subordination  agreement
from  Tenant pursuant to Article 24.1 Landlord shall ensure that any future
mortgagees  or  beneficiary of any future deed of  trust  shall  execute  a
Subordination, Non-Disturbance and Atonement Agreement in such  mortgagee's
or beneficiaries' standard form which shall provide inter alia that so long
as  Tenant is not in Default hereunder such mortgagee shall recognize  this
Lease  and  not  disturb  Tenant's right of  possession  and  other  rights
hereunder in the event of a foreclosure of such mortgagee.

25. SURRENDER OF POSSESSION.

Upon  expiration  of the Lease Term, Tenant shall promptly  and  peacefully
surrender the Premises to Landlord in as good condition as when received by
Tenant from Landlord or as thereafter improved, reasonable use and wear and
tear         excepted         all         to         the         reasonable
<PAGE>
satisfaction of Landlord. If the Premises are not surrendered in accordance
with  the  terms  of this Lease, Tenant shall indemnify  Landlord  and  its
agent,  employees,  independent contractors, officers, directors,  partners
and  shareholders  against  any  loss  or  liability  including  reasonable
attorneys'  fees  and costs and including liability to  succeeding  tenants
resulting  from  delay  by  Tenant in so surrendering  the  Premises.  This
indemnification shall survive termination of this Lease.

26.  NON-WAIVER. Waiver by Landlord of any breach of any term, covenant  or
condition herein contained shall not be deemed to be a waiver of such  term
covenant. or condition(s) or any subsequent breach of the same or any other
term  covenant or condition of this Lease other than the failure of  Tenant
to  pay  the  particular  rental  so  accepted.  regardless  of  Landlord's
knowledge of such preceding breach at the time of acceptance of such Rent.

27.  HOLDOVER.  If Tenant shall, without the written consent  of  Landlord,
hold over after the expiration of the Lease Term, Tenant shall be deemed  a
tenant  at  sufferance,  which tenancy may be  terminated  as  provided  by
applicable  state  law.  During  such tenancy,  Tenant  agrees  to  pay  to
Landlord,  each  month, damages equal to the greater  of  the  fair  market
rental  value for the Premises or one hundred fifty percent (150%)  of  the
Rent  and additional rent payable by Tenant for the last month of the Lease
Term.  Tenant shall give to Landlord thirty (30) days prior written  notice
of  any  intention to quit the Premises. Tenant shall be entitled to thirty
(30) days prior written notice to quit the Premises, except in the event of
non-payment of rent in advance or the breach of any other covenant  or  the
existence  of a default, or upon expiration of the Lease Term  as  provided
herein, in which event Tenant shall not be entitled to any notice to  quit,
the usual notice to quit being hereby expressly waived.

28.  CONDEMNATION. If thirty percent (30%) or more of the  Premises  or  of
such  portion of the Building as may be required for the reasonable use  of
the  Premises,  are  taken  by  eminent domain  or  sale  under  threat  of
condemnation by emblem domain, this Lease shall automatically terminate  as
of  the  date  title  vests  in the condemning  authority,  and  all  Rent,
additional  rent, and other payments shall be paid to that  date.  Landlord
reserves  all rights to damages to the Premises for any partial  or  entire
taking  by eminent domain, and Tenant hereby assigns to Landlord any  right
Tenant  may have to such damages or award, and Tenant shall make  no  claim
against Landlord or the condemning authority for damages for termination of
Tenant's  leasehold  interest or for interference with  Tenant's  business.
Tenant  shall  have  the  right to claim and recover  from  the  condemning
authority  compensation for any loss which Tenant may  incur  for  Tenant's
moving  expenses,  business  interruption or taking  of  Tenant's  personal
property (not including Tenant's leasehold interest).

29. NOTICES. All notices and demands which may be required or permitted  to
be  given  to  either  party hereunder shall be in writing,  and  shall  be
delivered  personally  or  sent by United States  certified  mail,  postage
prepaid, return receipt requested, or by Federal Express or other reputable
overnight  carrier, to the addresses set out in Article 1.6,  and  to  such
other  person or place as each party may from time to time designate  in  a
notice  to  the  other. Notice shall be deemed given upon  the  earlier  of
actual  receipt, refusal of delivery or on the date which is four (4)  days
after the date of mailing.

30.  MORTGAGEE  PROTECTION. Tenant agrees to give any  mortgagee(s)  and/or
trust  deed holder(s), by registered mail, a copy of any notice of  default
served  upon  the Landlord, provided that prior to such notice  Tenant  has
been  notified  in  writing (by way of notice of assignment  of  rents  and
leases,  or  otherwise) of the addresses of such mortgagee(s) and/or  trust
deed holder(s). Tenant further agrees that if Landlord shall have failed to
cure  such  default within the time provided for in this  Lease,  then  the
mortgagee(s)  and/or trust deed holder(s) shall have an  additional  thirty
(30)  days  within which to cure such default or if such default cannot  be
cured  within  that time, then such additional time as may be necessary  if
within such thirty (30) days any mortgagee and/or trust deed holder(s)  has
commenced  and is diligently pursuing the remedies necessary to  cure  such
default   (including  but  not  limited  to  commencement  of   foreclosure
proceedings,                 if                necessary                 to
<PAGE>
effect  such  cure,  not to exceed ninety (90) days in the  aggregate),  in
which  event  Tenant shall not have the right to pursue any  claim  against
Landlord,  such mortgagee and/or such trust deed holder(s),  including  but
not limited to any claim of actual or constructive eviction so long as such
remedies are being so diligently pursued.

31.  MUTUAL  COSTS AND ATTORNEYS' FEES. If either party hereto shall  bring
any  action  against  the other party, arising out of any  breach  of  this
Lease,  including any suit by Landlord for the recovery of Rent, additional
rent or other payments hereunder, or for possession of the Premises, or any
suit  by  Tenant to enforce its rights under this lease, then the breaching
party shall pay to the non-breaching party a sum equal to the non-breaching
party's reasonable attorneys' fees and costs in such suit, at trial  or  on
appeal,  and such attorneys' fees and costs shall be deemed to have accrued
on the commencement of such action.

32. BROKERS. Tenant represents and warrants to Landlord that neither it nor
its  officers or agents nor anyone acting on its behalf has dealt with  any
real  estate  broker  other than Barnes Morris Pardoe & Foster  (Landlord's
Broker)  and The Fred Ezra Company (Tenant's Broker) in the negotiating  or
making of this Lease, and Tenant agrees to indemnify and hold Landlord, its
agents,   employees,  partners,  directors,  shareholders  and  independent
contractors  harmless  from  all liabilities,  costs,  demands,  judgments,
settlements,  claims and losses, including reasonable  attorneys  fees  and
costs, incurred by Landlord in conjunction with any such claim or claims of
any  other  broker  or brokers claiming to have interested  Tenant  in  the
Building  or Premises or claiming to have caused Tenant to enter into  this
Lease. Landlord agrees to pay the leasing commissions due to the Landlord's
Broker  and  the Tenant's Broker in accordance with the terms  of  separate
agreements.

33.  LANDLORD'S  LIABILITY  AND DEFAULT. Anything  in  this  Lease  to  the
contrary  notwithstanding, covenants, undertakings  and  agreements  herein
made  on the part of the Landlord are made and intended not for the purpose
of  binding Landlord personally or the assets of Landlord but are made  and
intended to bind only the Landlord's interest in the Premises and Building,
as the same may, from time to time, be encumbered and no personal liability
shall  at  anytime  be  asserted or enforceable  against  Landlord  or  its
stockholders,  officers  or  partners  or  their  respective  heirs,  legal
representatives,  successors and assigns on account  of  the  Lease  or  on
account  of  any  covenant, undertaking or agreement of  Landlord  in  this
Lease. In addition, in no event shall Landlord be in default of this  Lease
unless Tenant notifies Landlord of the precise nature of the alleged breach
by  Landlord,  and Landlord fails to cure such breach within  fifteen  (15)
days after the date of Landlord's receipt of such notice (provided that  if
the  alleged breach is of such a nature that it cannot reasonably be  cured
within  such fifteen (15) day period, then Landlord shall not be in default
if  Landlord  commences  a cure within such fifteen  (15)  day  period  and
diligently  thereafter  prosecutes such cure to completion).  In  no  event
shall  Tenant  have  any right to terminate this Lease  by  virtue  of  any
uncured  default  by Landlord. In the event Tenant obtains  a  final,  non-
appealing  monetary judgment against the Landlord during the term  of  this
Lease  and as a result of Landlord's default under this Lease, Tenant shall
have the right to off-set the amount of such monetary judgment against Rent
thereafter coming due under the Lease.

34.  ESTOPPEL CERTIFICATES. Tenant shall, from time to time, within fifteen
(15)  days of Landlord's written request, execute, acknowledge and  deliver
to Landlord or its designee a written statement stating: the date the Lease
was executed and the date it expires; the date the Tenant entered occupancy
of  the Premises; the amount of Rent, additional rent and other charges due
hereunder  and  the date to which such amounts have been  paid;  that  this
Lease  is  in  full  force and effect and has not been assigned,  modified,
supplemented or amended in any way (or specifying the date and terms of any
agreement  so affecting this Lease); that this Lease represents the  entire
agreement between the parties as to this leasing; that all conditions under
this  Lease  to  be  performed  by the Landlord  have  been  satisfied  (or
specifying  any  such  conditions that have not been satisfied);  that  all
required  contributions  by  Landlord to  Tenant  on  account  of  Tenant's
improvements have been received (or specifying any such contributions  that
have        not       been       received);       that       on        this
<PAGE>
date  there are no existing defenses or offset which the Tenant has against
the  enforcement of this Lease by the Landlord; that no Rent has been  paid
more  than  one  (1) month in advance; that no security has been  deposited
with  Landlord  (or,  if  so. the amount thereof);  or  any  other  matters
evidencing the status of the Lease, as may be reasonably required either by
a  lender  making a loan to Landlord to be secured by a deed  of  trust  or
mortgage  against  the  Building, or a purchaser of  the  Building.  It  is
intended  that any such statement delivered pursuant to this paragraph  may
be  relied  upon  by a prospective purchaser of Landlord's  interest  or  a
mortgagee  of  Landlord's  interest  or  assignee  of  any  mortgage   upon
Landlord's  interest  in the Building. If Tenant fails  to  respond  within
fifteen (15) days of receipt by Tenant of a written request by Landlord  as
herein  provided, Tenant shall be deemed to have given such certificate  as
above  provided without modification and shall be deemed to  have  admitted
the  accuracy  of  any information supplied by Landlord  to  a  prospective
purchaser or mortgagee.

35.  FINANCIAL  STATEMENTS. Within five (5) days after Landlord's  request,
but  in  no event more than once in any calendar year, Tenant shall deliver
to  Landlord  the  current financial statements of  Tenant,  and  financial
statement  of  the two (2) years prior to the current financial  statements
year, with an opinion of a certified public accountant, including a balance
sheet  and  profit and loss statement for the most recent prior  year,  all
prepared  in  accordance  with  generally  accepted  accounting  principles
consistently applied. Landlord acknowledges that such statements have  been
provided  by Tenant for its fiscal years 1994, 1995 and the first  six  (6)
months of 1996.

36.  TRANSFER  OF LANDLORD'S INTEREST. In the event of any  transfer(s)  of
Landlord's interest in the Premises or the Building, other than a  transfer
for  security purposes only, the transferor shall be automatically relieved
of any and all obligations and liabilities on the part of Landlord accruing
from  and  after the date of such transfer, and Tenant agrees to attorn  to
the transferee.

37.  RIGHT TO PERFORM. If Tenant shall fail to pay any sum of money,  other
than Rent and additional rent, required to be paid by it hereunder or shall
fail  to  perform any other act on its part to be performed hereunder,  and
(except  in  the event of emergency in which case no grace or  cure  period
shall  be applicable or required) such failure shall continue for ten  (10)
days after written notice thereof, Landlord may, but shall not be obligated
so  to do, and without waiving or releasing Tenant from any obligations  of
Tenant,  make  any such payment or perform any such other act  on  Tenant's
part to be made or performed as provided in this Lease. Landlord shall have
(in  addition to any other right or remedy of Landlord) the same rights and
remedies  in the event of the nonpayment of sums due under this Article  as
in  the case of default by Tenant in the payment of Rent. All sums paid  by
Landlord  and  all  penalties, interest and costs in connection  therewith,
shall  be  due  and  payable by Tenant within ten (10) days  after  written
notice  of such payment by Landlord, together with interest thereon at  the
maximum  rate of interest permitted by law from such date to  the  date  of
payment.

38. SUBSTITUTED PREMISES. INTENTIONALLY DELETED

39.  SALES AND AUCTIONS. Tenant may not display or sell merchandise outside
the  exterior walls and doorways of the Premises and may not use such areas
for storage. Tenant agrees not to install any exterior lighting, amplifiers
or  similar  devices in or about the Premises. Tenant shall not conduct  or
permit  to  be conducted any sale by auction in, upon or from the  Premises
whether  said auction be voluntary, involuntary, pursuant to any assignment
for  the  payment  of  creditors or pursuant to  any  bankruptcy  or  other
insolvency proceedings.

40. NO ACCESS TO ROOF. Tenant shall have no right of access to the roof of
the Premises or the Building and shall not install repair or replace any
aerial, fan, air conditioner or other device on the roof of the Premises or
the Building without the prior written consent of Landlord. Notwithstanding
the foregoing subject to Landlord's approval, at any point during the Lease
Term or Extension Period Tenant shall have the right to install a roof
<PAGE>
mounted antenna(s) and/or satellite dish so long as the equipment does not
have a detrimental impact on the structural integrity of the Building's
roof system the Building's structure or the aesthetics of the Building.

41. SECURITY. Tenant hereby agrees to the exercise by Landlord and its
agents and employees, within their sole discretion of such security
measures as it deems necessary for the Building.

42. AUTHORITY OF LANDLORD AND TENANT.

42.1  If  Tenant is a corporation or partnership, each individual executing
this  Lease  on  behalf of said corporation or partnership  represents  and
warrants  that he is duly authorized to execute and deliver this  Lease  on
behalf  of said corporation or partnership, and that this Lease is  binding
upon said corporation or partnership.

42.2 If Landlord is a corporation or partnership, each individual executing
this  Lease  on  behalf of said corporation or partnership  represents  and
warrants  that he is duly authorized to execute and deliver this  Lease  on
behalf  of said corporation or partnership, and that this Lease is  binding
upon said corporation or partnership.

43.  NO ACCORD OR SATISFACTION. No payment by Tenant or receipt by Landlord
of  a  lesser  amount than the Rent and other sums due hereunder  shall  be
deemed  to be other than on account of the earliest rent or other sums  due
nor  shall  any  endorsement or statement on any check or accompanying  any
check  or  payment be deemed an accord and satisfaction; and  Landlord  may
accept  such  check  or payment without prejudice to  Landlord's  right  to
recover  the  balance  of such Rent or other sum and to  pursue  any  other
remedy provided in this Lease.

44. MODIFICATION FOR LENDER. INTENTIONALLY OMITTED.

45.  PARKING.  Tenant shall have the right to park in the Building  parking
Facilities  in  common  with  other  tenants  of  the  Building  upon  such
reasonable  terms and conditions, as established by Landlord  at  any  time
during  the term of this Lease. Tenant agrees that it will utilize no  more
than  140 parking spaces of which 10 will be designated as reserved  spaces
and will not overburden the parking facilities and agrees to cooperate with
Landlord  and  other  tenants  in use of the parking  facilities.  Landlord
reserves  the  right  in its absolute discretion to determine  whether  the
parking  facilities  are becoming overburdened and to allocate  and  assign
parking  spaces  among  Tenant and other tenants  and  to  reconfigure  the
parking area and modify the existing ingress to and egress from the parking
area  as  Landlord shall deem appropriate provided such reconfiguration  or
modification  does  not materially affect Tenant's access  to  the  parking
facility or reduce the total number of Tenant's parking spaces.

46. GENERAL PROVISIONS.

46.1  Acceptance. This Lease shall only become effective and  binding  upon
full  execution hereof by Landlord and delivery of a fully signed  copy  to
Tenant.

46.2  Joint  Obligation. If there be more than one Tenant  the  obligations
hereunder imposed shall be joint and several.

46.3 Marginal Headings. Etc. The marginal headings Table of Contents, lease
summary  sheet and titles to the articles of this Lease are not a  part  of
the  Lease and shall have no effect upon the construction or interpretation
of any part hereof.

46.4  Choice  of  Law  This Lease shall be governed  by  and  construed  in
accordance  with  the laws of the State in which the Premises  are  located
(without  regard  to the choice of law and/or conflict  of  law  principles
applicable in such State).

<PAGE>
46.5  Successors and Assigns. The covenants and conditions herein contained
subject  to  the provisions as to assignment, Cure to and bind  the  heirs,
successors, executors, administrators and assigns of the parties hereto.

46.6  Recordation. Except to the extent otherwise required by  law  neither
Landlord  nor  Tenant shall record this Lease. but a short-form  memorandum
hereof may be recorded at the request of Landlord.

46.7 Quiet Possession. Upon Tenant's paying the Rent reserved hereunder and
observing and performing all of the covenants. conditions and provisions on
Tenant's  part  to  be observed and performed hereunder Tenant  shall  have
quiet  possession to the Premises for the Lease Term hereof; free from  any
disturbance  or molestation by Landlord or anyone claiming by,  through  or
under  Landlord  but  in all events subject to all the provisions  to  this
Lease.  Landlord represents and warrants that they have good and marketable
title  to the real property on which the building is located. Landlord  has
delivered to Tenant a copy of the most current Title Report (and copies  of
all  exceptions noted therein) in Landlord's possession prior to  execution
of this Lease.

46.8  Inability to Perform. This Lease and the obligations of  the  parties
hereunder shall not be affected or impaired because either party is  unable
to  fulfill any of its obligations hereunder or is delayed in doing so  and
Landlord's and Tenant's obligations shall be excused during the  period  in
which  either  of  them  is unable to fulfill its obligations  (except  for
Tenant's obligation to pay Rent and additional Rent hereunder), if  and  to
the  extent  such inability or delay is caused by reason of  strike,  labor
troubles, acts of God. or any other cause beyond the reasonable control  of
the Landlord and/or the Tenant.

46.9  Partial Invalidity. Any provision of this Lease which shall prove  to
be  invalid,  void or illegal shall in no way affect, impair or  invalidate
any other provision hereof and such other provision(s) shall remain in full
force and effect.

46.10  Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive  but  shall,  whenever possible, be  cumulative  with  all  other
remedies at law or in equity.

46.11  Entire  Agreement. This Lease contains the entire agreement  of  the
parties  hereto and no representations, inducements, promises or agreements
oral  or otherwise between the parties not embodied herein shall be of  any
force or effect.

46.12  Survival. All indemnities set forth in this Lease shall survive  the
expiration or earlier termination of this Lease.

46.13  Consents.  If  any  provision of this  Lease  subjects  any  action,
inaction,  activity  or other right or obligation of Tenant  to  the  prior
consent or approval of Landlord, Landlord shall be deemed to have the right
to  exercise its sole and unfettered discretion in determining  whether  to
grant  or  deny such consent or approval, unless the provision in  question
states  that  Landlord's  consent or approval "shall  not  be  unreasonably
withheld"  in which event Landlord's consent shall be subject to Landlord's
sole, but reasonable, discretion.

46.14  Saving  Clause.  In  the  event  (but  solely  to  the  extent)  the
limitations on Landlord's liability set forth in Article 8.2 of this  Lease
would  be held to be unenforceable or void in the absence of a modification
holding  the  Landlord liable to Tenant or to another  person  for  injury,
loss,   damage  or  liability  arising  from  Landlord's  omission,  fault,
negligence or other misconduct on or about the Premises or other  areas  of
the  Building appurtenant thereto or used in connection therewith  and  not
under  Tenant's  exclusive  control then such  provision  shall  be  deemed
modified  as  and  to  the extent (but solely to the extent)  necessary  to
render such provision enforceable under applicable law. The foregoing shall
not  affect the application of Article 33 of this Lease to limit the assets
available for execution of any claim against Landlord.
<PAGE>
46.15   Reservation. Nothing herein set forth shall be deemed or  construed
to  restrict  Landlord from making any modifications to any of the  parking
and/or common areas serving the Building and/or Premises as of the date  of
execution  hereof, and Landlord expressly reserves the right  to  make  any
modifications to such areas as Landlord may deem appropriate including  but
not  limited  to,  the addition or deletion of temporary  and/or  permanent
improvements  therein, provided that such modifications  do  no  materially
adversely affect the Tenant, provided however that Landlord shall not limit
Tenant's access to the parking spaces referenced in Article 45.

47.  RULES  AND  REGULATIONS. Tenant agrees to comply with  the  Rules  and
Regulations attached hereto as Exhibit D and with any reasonable  additions
thereto and modifications thereof adopted from time to time by Landlord and
delivered  to Tenant. Landlord shall not be responsible to Tenant  for  the
nonperformance of any of said rules and regulations by any other tenants or
occupants of the Building.

48. LANDLORD'S LIEN. INTENTIONALLY OMITTED.

49. WAIVER OF JURY TRIAL. Landlord and Tenant hereby waive trial by jury in
any  action,  proceeding or counterclaim brought by either of them  against
the  other  on  all  matters arising out of this  Lease,  or  the  use  and
occupancy of the Premises. If Landlord commences any summary proceeding for
non-payment  of Rent, Tenant will not interpose (and waives  the  right  to
interpose) any counterclaim in any such proceeding, unless the counterclaim
is  compulsory and must be asserted by Tenant or would otherwise be  barred
if not asserted.

50.0 RENEWAL OPTION.

50.1 As long as Tenant is not in material or monetary default of this Lease
and  Tenant is still in occupancy of a substantial portion of the Premises,
Tenant shall have and is hereby granted the option (the 'Extension Option")
to  extend  the Term for one (1) period of five (5) additional Lease  Years
(referred  to  as  the `'Extension Period") provided Tenant  gives  written
notice  to  Landlord  of its election to exercise such extension  at  least
eight  (8)  months prior to the expiration of the last day of the  original
Term.  The  initial  Lease Term and any succeeding renewal  term  shall  be
collectively the "Lease Term".

50.2  All  terms and conditions of this Lease including without  limitation
all  provisions  governing the payment of Additional Rent shall  remain  in
full force and effect during the Extension Period, except the (1) Base Rent
payable upon the commencement of each Extension Period shall be ninety-five
percent   (95%)   of   the  respective  prevailing   market   rental   rate
(incorporating market concessions such as rent abatement) with  respect  to
comparable  space  in comparable buildings in Gaithersburg,  Maryland  (the
"Current  Market  Rental  Rate") at the time of  the  commencement  of  the
Extension  Period (2) for purposes of computing the annual  adjustments  or
escalations to the basic Rent during the Extension Period, such escalations
shall  be  determined based upon then existing market conditions applicable
to  the leasing of comparable space in comparable buildings in the vicinity
of  the Building and (3) a security deposit may be required, the amount  of
which  will  be based on then current market standards taking into  account
Landlord's total procurement costs and Tenant's financial standing based on
then  current financial statements. Landlord and Tenant shall negotiate  in
good  faith  to  determine the amount of basic Rent and annual  escalations
applicable during the Extension Period within seventy-five (75) days of the
date  of  the Landlord's receipt of Tenant's written notice of its election
to  exercise  the Extension Option provided for under this Article  50.  In
addition to the foregoing, the base year for increases in real estate taxes
and  operating  expenses  shall be the first (1st)  calendar  year  of  the
Extension Period.

50.3   In the event Landlord and Tenant are unable to agree upon the  Basic
Rent  for  any  such  Extension Period within said  seventy-five  (75)  day
period,  then the Basic Rent for such Extension Period shall be based  upon
ninety-five percent (95%) of the Current Market Rental Rate determined by a
board of three (3) licensed real estate brokers, one of whom shall be named
by  Landlord, one by Tenant and the two so appointed shall select a  third.
<PAGE>
Each member of the board of brokers shall be licensed in Maryland as a real
estate  broker, specializing in the field of commercial office  leasing  in
the  Gaithersburg  area of Maryland, having no less  that  ten  (10)  years
experience in such field and recognized as ethical and reputable within the
field. Landlord and Tenant agree to make their appointments promptly within
five  (5) days after the expiration of the seventy-five (75) day period  or
sooner  if  mutually agreed upon. The two (2) brokers selected by  Landlord
and  Tenant shall promptly select a third broker within ten (10) days after
they  both  have  been appointed and each broker within fifteen  (15)  days
after the third broker is selected shall submit his or her determination of
the  said Current Market Rental Rate. The Current Market Rental Rate  shall
be  the  determination of the broker that is not the highest or the  lowest
(or  if  two brokers reach an identical determination the determination  of
such two brokers). Landlord and Tenant shall each pay the fee of the broker
selected by it and they shall equally share the payment of the fee  of  the
third broker.

50.4.  Landlord, at Landlord's expense, will repaint the Premises with  two
coats  of  paint and retile and/or recarpet the Premises with a  comparable
quality  material as initially installed at the beginning of  the  original
Lease Term.

51.0 RIGHT OF FIRST REFUSAL.

51.1       Subject to the terms of this Article 51, Landlord hereby  grants
to  Tenant  a  continuing  right  of first refusal  (the  "Right  of  First
Refusal") to lease any contiguous space on the first (1st) and third  (3rd)
floors (hereinafter the "Refusal Space").

51.2 Landlord agrees not to lease any Refusal Space without first obtaining
a letter of intent (the "LOI").  In the event a prospective tenant executes
an  LOI to lease a Refusal Space, Landlord shall deliver written notice  of
such  letter  of  intent  to Tenant (the "Refusal Notice"),  outlining  the
material  terms  of the LOI, but with any terms relating  to  the  buildout
allowance  or  similar  lease concessions being  prorated  to  reflect  the
reduced  term  applicable under this Article 51.  The Refusal Notice  shall
specify  the  lease  term which would be applicable to the  Refusal  Space,
which, regardless of the lease term stated in the LOI, shall be coterminous
with the Lease Term of the initially leased Premises (which expires on  the
date  specified in Article 1.3 of this Lease).  Tenant shall thereupon have
the  right:  (i)  to exercise its Right of First Refusal for  such  Refusal
Space by written notice to Landlord ("Tenant's ROFR Election"), which shall
be  delivered  no later than five (5) days after Tenant's  receipt  of  the
Refusal  Notice,  and  which shall state Tenant's agreement  to  lease  the
Refusal Space upon all of the terms and conditions set forth in the Refusal
Notice (except for the lease term) and in accordance with this Article  51;
or  (ii) to decline to exercise its Right of First Refusal for such Refusal
Space.

51.3       If  Tenant  exercises its Right of First  Refusal  as  and  when
provided above, then Tenant and Landlord shall execute an Amendment to this
Lease  in  accordance with this Article 51.3.  Within five (5)  days  after
Landlord's  receipt of Tenant's ROFR Election, Landlord shall  prepare  and
deliver to Tenant an Amendment to this Lease (the "Amendment") which brings
the  Refusal Space under the terms and conditions of the Lease,  using  the
legal  terms  set forth in the Lease, but modifying the business  terms  as
necessary to conform to all of the business terms and conditions set  forth
in the Refusal notice (which shall conform to all of the business terms and
conditions  of  the LOI, except as same may be prorated  as  set  forth  in
Article  51.2, above).  Tenant shall execute and deliver the  Amendment  to
Landlord  within  five  (5) business days after  Tenant's  receipt  of  the
Amendment  prepared in accordance with the foregoing requirements.   Should
Tenant exercise its Right of First Refusal, the terms and conditions  shall
be  exactly as those identified in the third party offer, subject to credit
review  by  the  Landlord.  Notwithstanding the above, if Tenant  exercises
this  Right of Refusal or requests to lease available space (not previously
offered) during the first twelve (12) months of the Lease Term, the monthly
rent  for  the  space  shall be Tenant's then current rent  with  a  tenant
improvement                                                       allowance
<PAGE>
51.4      equal to the pro rata portion of the expenditures for the
Leasehold Improvements for the original Premises.

51.5        If  tenant  fails or declines to exercise its  Right  of  First
Refusal  within the requisite time periods in accordance with this  Article
51  with  respect  to  a particular Refusal Space, or if  Tenant  fails  or
declines  to  execute and deliver the Amendment for a Refusal Space  within
the  requisite  time  period  after Tenant exercises  its  Right  of  First
Refusal,  then:  (i)  Tenant shall be deemed to have rejected  the  Refusal
Space  designated in the Refusal Notice, and (ii) Tenant's Right  of  First
Refusal with respect to that particular Refusal Notice shall thereafter  be
null  and void and of no further force and effect, and (iii) Landlord shall
have  the  right to lease the Refusal Space to any third party  upon  those
terms  and  conditions which Landlord deems appropriate  in  its  sole  and
exclusive discretion, without any further notification to Tenant,  provided
however,  that  if  such terms and conditions are changed  materially  from
those  outlined  in the Refusal Notice, Landlord will be obligated  to  re-
offer  the  Refusal Space to Tenant in accordance with Article 51.2  above.
The  foregoing,  however,  shall not extinguish  Tenant's  Right  of  First
Refusal  with  respect  to  any Refusal Space  which  subsequently  becomes
available  for lease and which would otherwise be subject to  this  Article
51.

51.6      Time is of the essence of this Article 51.

52. BUILDING SIGNAGE

Landlord  shall grant to Tenant the exclusive right to install  a  building
sign on the exterior of the Building provided the following conditions  are
met:  (i) No other single tenant leases all of the remaining space  in  the
Building;  (ii)  Landlord shall have the right to provide a  monument  sign
located  on  the grounds of the Building to another tenant (s); (iii)  such
building sign shall be placed in a location mutually acceptable to Landlord
and  Tenant,  preferably on the upper facade of the Building facing  Quince
Orchard  Road,  and  shall  comply with all  local  codes,  ordinances  and
governmental rule; (iv) the size and design of such building sign shall  be
mutually  acceptable to Landlord and Tenant; and (v) all  costs  associated
with  the  fabrication  of Tenant's building sign,  its  installation,  its
removal, and any damage caused to the Building's facade as a result of such
installation,  removal  or  presence shall be  the  responsibility  of  the
Tenant.

IN  WITNESS  WHEREOF,  Landlord and Tenant have  executed  this  Lease,  in
triplicate, on the day and year first above written.

TENANT:                                 LANDLORD:

AMERICAN COMPUTER AND                   PRINCIPAL MUTUAL LIFE INSURANCE
ELECTRONICS CORPORATION                 COMPANY

By:   /s/ Kimberly R. Schulze           By:  /s/ Timothy E. Minton
Printed Name:  Kimberly R. Schulze      Printed Name:  Timothy E. Minton
Its:  Director of Real Estate           Its:  Director
                                               Commercial Real Estate
Reporting

                                        By:  /s/ Kurt D. Schaeffer
                                        Printed Name:  Kurt D. Schaeffer
                                        Its:  Assistant Director
                                               Commercial Real Estate


<PAGE>
                                 EXHIBIT B

                     DECLARATION OF LEASE COMMENCEMENT

Attached   to   and  made  part  of  the  Lease  dated  the  ______day   of
_____________,  1996,  entered into by and between  PRINCIPAL  MUTUAL  LIFE
INSURANCE  COMPANY  and  American Computer  &  Electronics  Corporation,  a
Maryland corporation, as Tenant.

Landlord  and  Tenant do hereby declare that (a) the Commencement  Date  is
hereby established to be ________________ and the term of this Lease  shall
terminate on ______________. This Lease is in full force and effect  as  of
the  date  hereof, Landlord has fulfilled all of its obligations under  the
Lease  required to be fulfilled by Landlord on or prior to such  date,  and
Tenant has no right of setoff against any rentals.

WITNESS:                           LANDLORD:


                                   PRINCIPAL MUTUAL LIFE
                                   INSURANCE COMPANY



_____________________________      By:______________________________
                                   Printed Name:
                                   Its:


WITNESS:                           TENANT:

                                   AMERICAN COMPUTER &
                                   ELECTRONICS CORPORATION




_____________________________      By:______________________________
                                   Printed Name:
                                   Its:
<PAGE>
                                 EXHIBIT C

                              WORK AGREEMENT

A.   LEASEHOLD IMPROVEMENTS Landlord, at its expense, except as otherwise
provided in this Work Agreement, shall furnish install in or for the
benefit of the Demised Premises, the improvements ("Leasehold
Improvements") described in Schedule C-1 and Schedule C-2 attached to this
Exhibit C and hereby incorporated. All architectural and engineering work
for such Leasehold Improvements and any required occupancy or building
permits for the Demised Premises shall also be provided at Landlord's
expense.

B.   TENANT'S PLAN

     1.   Plans and Specifications

          (a)  Landlord and Tenant hereby acknowledge and agree that they
have approved the Space Plan attached hereto as Schedule C-1. Landlord
shall deliver to Tenant for its review and approval complete working
drawings and specifications for the Leasehold Improvements (collectively,
the "Tenant's Plan"), showing thereon the information necessary to
construct Leasehold Improvements; provided, however, (i) Tenant shall have
five (5) business days from receipt thereof within which to comment on such
Tenant's Plan, absent which such Tenant's Plan shall be conclusively deemed
approved, and (ii) if the Tenant's Plan is prepared in accordance with the
Space Plan, then Tenant shall be required to give its approval thereof.
Landlord shall then construct and install the Leasehold Improvements
substantially in accordance with the approved Tenant's Plan.

          (b)   If  Tenant  disapproves any matters shown on  the  Tenant's
Plan  which  are  not in conformity with the description of  the  Leasehold
Improvements pursuant to Schedule C-l, Landlord and Tenant shall  negotiate
in  good faith to resolve any disputes regarding such matters, and Landlord
shall  revise  its Tenant's Plan based upon any revisions  agreed  upon  by
Landlord  and  Tenant  in writing. Tenant may request additional  items  be
included  in  the  Tenant's Plan that are not on the Space Plan;  provided,
however,  (i)  such  items  shall be subject to Landlord's  prior  approval
(which shall not be unreasonably withheld), (ii) Tenant shall pay the  cost
thereof (including payment for all architectural and engineering costs  and
related design expenses resulting from such changes), and (iii) any and all
delays  in the completion of the Demised Premises resulting from  any  such
changes shall be deemed a Tenant Delay. Landlord shall provide Tenant  with
its  best  estimate of the cost for such additional items  and  any  delays
created by their inclusion in Tenant's Plan, for approval by Tenant, before
proceeding with any such changes. Tenant may, at its option, elect to  have
said changes performed by its own contractor.

     2.   Base Building Changes. If Tenant requests, after the mutual
approval of the Tenant's Plan, work to be done in the Demised Premises or
for the benefit of the Demised Premises that necessitates revisions or
changes in the design or construction of the base Building or Building
systems, such changes shall be subject to the prior written approval of
Landlord, and Tenant shall be responsible for all costs and Tenant Delay
resulting from such design revisions or construction changes, including
architectural and engineering charges, and any special permits or fees
attributed thereto. Before Landlord shall order such design and/or
construction changes to be made, Tenant shall pay to Landlord the actual
costs of such changes.
     
     3.   Tenant Delay. Landlord may, from time to time, permit Tenant to
choose certain materials or colors for the Leasehold Improvements from
among those offered by Landlord; in which case, Tenant shall respond to
such choices within forty-eight (48) hours of Landlord's request therefor.
Each day that Tenant fails to respond to such request after such
forty-eight (48) hour period shall be deemed a day of Tenant Delay.
Additionally, each day that Tenant fails to comment. approve or disapprove
the Tenant's Plan beyond the date required hereunder shall be deemed a day
of Tenant Delay. The foregoing items of
<PAGE>
Tenant Delay are in addition to, not in lieu of, the items of Tenant Delay
set forth in Article 2 of the Lease.
     
C.   CONSTRUCTION

     1.   By Landlord. Landlord agrees to construct the Leasehold
Improvements substantially in accordance with the Tenant's Plan. Such work
shall be performed in a good and workmanlike manner, in compliance with all
laws, ordinances, codes and regulations applicable thereto, and utilizing
new materials. All Building HVAC, fire and safety code requirements and
Americans with Disabilities Act modifications (including but not limited to
sprinklers and exit signs) shall be installed and/or relocated as required
by Tenant's final plans, at Landlord's expense. Landlord shall warrant all
Leasehold Improvement materials and workmanship for a period of one (1)
year following completion of the work.
     
     2.   Changes. If there are any changes requested by Tenant alter the
final approval by Landlord and Tenant of the Tenant's Plan and Landlord
approves such change, then upon the completion of any required revisions to
the Tenant's Plan, Landlord shall notify Tenant of the cost which will be
chargeable to Tenant by reason of such change and Tenant shall notify
Landlord whether Tenant desires to proceed with such change. Until such
time as Tenant has approved such change and Landlord has received payment
in full of the total actual costs of such change (including payment for all
architectural and engineering costs and related design expenses), Landlord
shall not be obligated to stop or alter any work to incorporate the desired
change and may continue to work on Tenant's Demised Premises in accordance
with the Tenant's Plan. Any and all delays in the completion of the Demised
Premises resulting from any such changes shall be deemed a Tenant Delay
whether or not the items covered by the change are Leasehold Improvements.
Landlord shall provide Tenant with its good faith estimate of the extent of
the delay caused by any change requested by Tenant.
     
     3.   Tenant Inspection. Tenant is authorized by Landlord to make
periodic inspections of the Demised Premises during construction provided
that such inspections are made during reasonable business hours and that
Tenant is accompanied by a representative of Landlord or Landlord's
contractor.
     
D    FINAL INSPECTION  Prior to delivery of possession and acceptance of
the Demised Premises by Tenant, Tenant together with Landlord and
Landlord's contractor shall make a final inspection of the Demised Premises
to ensure that the construction has been accomplished substantially in
accordance with the Tenant's Plan. A punch list (the "Punch List") of items
to be completed or corrected shall be prepared at the time of such
inspection. Landlord agrees to use reasonable efforts to complete all items
on such Punch List as soon as reasonably possible thereafter.

E.   ACCESS FOR TENANT'S CONTRACTORS  Prior to delivery of possession of
the Demised Premises, Landlord shall notify Tenant when Tenant and Tenant's
contractors may have joint access to the Demised Premises with Landlord for
the purpose of accomplishing such work not being done by Landlord's
contractor, including the installation of furnishings and computer and
telephone systems, if (i) such joint access will not cause unreasonable
interference with the work of Landlord's contractor, (ii) there are no
delays created thereby in the construction process, and (iii) an acceptable
schedule of work is agreed upon between Landlord's contractor and Tenant's
contractors. Access to the Demised Premises by Tenant in accordance with
the foregoing and solely for such purposes shall not be deemed to advance
the Commencement Date.

F.   TENANT'S AGENT  Tenant hereby designates Ms. Kim Schulze whose address
is 209 Perry Parkway, Gaithersburg, MD 20877, and whose telephone number is
301-258-9850 who may act as its agent ("Tenant's Agent") for purposes of
authorizing and executing any and all documents, work orders or other
writings and changes thereto needed to effectuate this Work Agreement, and
any and all changes, additions or deletions to the work contemplated
herein. Tenant's Agent shall have full power and authority to bind Tenant
to all actions
<PAGE>
taken with regard to the Leasehold Improvements and Landlord shall have the
right to rely on any documents executed by such authorized party.
<PAGE>
                               Schedule C-2

Construction of Space

Landlord, at Landlord's sole cost, shall turnkey the Premises in accordance
with the approved space plan dated July 24, 1996, prepared by the
Landlord's architect, Roberts & Vardell. Such turnkey construction shall be
based on the outlined scope identified below and shall generally include
all building standard finishes (unless otherwise noted) and shall be in
accordance with Landlord's construction allowance.

Fist Floor

Lobby /Reception: Upgraded carpet and wall covering. Finishes have been
provided. Double glass suite
entry doors.
Conference Rooms: Small conference rooms have a vinyl wallcovering and an
upgraded carpet.
Computer Room: Raised flooring has been included as well as additional
cooling requirements as well as
a separated submeter to meter the electrical usage.
Production: Anti static grounded VCT, with 3 dedicated power lines.
Shipping and Receiving: Standard VCT flooring
Mail/Copy Center: VCT flooring, countertops and cabinetry
Coffee Stations: Include sink, countertop, and cabinetry.

Second Floor

Engineering/Test Labs: 3 Dedicated power lines and antic static, grounded
VCT.
Conference Rooms: Upgraded carpet, and wall covering. Finishes have been
provided.
Coffee Stations: Include sink, countertop, and cabinetry.
Lunchroom/Kitchen: VCT Flooring, sink, counter-top, cabinetry.

General Notes:

Painting of entire new tenant area has been included.
Lowering of all outlets has been included.
Standard sprinkler work has been included
Architectural and Engineering fees are included
Kitchen Appliances have been included

Landlord and Tenant shall work diligently in completing the construction
documents, with the Tenant furnishing all information on the following.

All existing computer equipment as well as all other equipment's electrical
load outputs
Name and Contact of all outside vendors to be used by the Tenant.
(Data/Telephone)
All locations where locking hardware is required
Any specific internal security requirements. (not included in allowance)
<PAGE>
                               SCHEDULE C-2
                          704 QUINCE ORCHARD ROAD
                            BUILDING STANDARDS



INTERIOR PARTITIONS:               2 _"x 8' Metal Studs with_" drywall

DEMISING PARTITIONS:               2 _" x 12" Metal Studs with _" type x
drywall.

DOORS/FRAMES:                      3' X 7' Paint Grade hollow core wood
                                   3 _" throat KD metal frame

HARDWARE:                          Cylindrical lever passage set.

CARPET:                            Lees Best Regard 11 300z.

BASE:                              4" Nafco cove base.

CEILING TILE:                      2' x 4' Armstrong non-tegular fissured
tile

CEILING GRID:                      2' x 4' 15/16" flat

PAINT:                             Walls: Duron or equal
                                   Doors: Duron or equal

LIGHTING:                          2' x 4' flouresant with acrylic lenses

OUTLET PLATES:                     Stainless

SPRINKLER READS:                   Recessed, center of tile where possible.


<PAGE>
                                 EXHIBIT D
                           RULES AND REGULATIONS

     1.  The  sidewalks, halls, passages, exits, entrances,  elevators  and
stairways of the Building shall not be obstructed by any of the Tenants  or
used  by  them  for any purpose other than for ingress to and  egress  from
their   respective   premises.  The  halls,  passages,  exits,   entrances,
elevators, and stairways are not for the general public, and Landlord shall
in  all cases retain the right to control and prevent access thereto of all
persons whose presence in the judgment of Landlord would be prejudicial  to
the  safety,  character, reputation and interests of the Building  and  its
Tenants,  provided  that nothing herein contained  shall  be  construed  to
prevent such access to persons with whom any Tenant normally deals  in  the
ordinary course of its business, unless such persons are engaged in illegal
activities.  Subject  to the provisions of this Lease,  no  Tenant  and  no
employee  or  invitee of any Tenant shall go upon the roof of the  Building
without the prior written consent of Landlord.

     2.  No  sign, placard, picture, name, advertisement or notice, visible
from  the  exterior  of any Tenant's premises shall be inscribed,  painted,
affixed  or  otherwise displayed by any Tenant on any part of the  Building
without  the  prior written consent of Landlord. Landlord  will  adopt  and
furnish  to Tenant general guidelines relating to signs inside the Building
on  the office floors. Tenant agrees to conform to such guidelines, but may
request approval of Landlord for modifications, which approval will not  be
unreasonably  withheld. All approved signs or lettering on doors  shall  be
printed,  painted, affixed or inscribed at the expense of the Tenant  by  a
person           approved           by           Landlord,            which
<PAGE>
     approval  will  not  be unreasonably withheld. Material  visible  from
outside the Building will not be permitted.

     3.  Tenant shall not allow a fire or bankruptcy sale or any auction to
be held on the premises or allow the premises to be used for the storage of
merchandise held for sale to the general public.

     4.  No  Tenant  shall allow the premises to be used for  lodging,  nor
shall  cooking  be done or permitted by any Tenant on the premises,  except
the  use  by the Tenant of Underwriters' Laboratory approved equipment  for
brewing coffee,. tea, hot chocolate and similar beverages, and the  use  of
microwave and toaster ovens shall be permitted, provided that such  use  is
in  accordance  with  all applicable federal, state and  city  laws,  codes
ordinance, rules and regulations.

     5.  No  Tenant  shall  employ any person or  persons  other  than  the
janitor  of  Landlord  for  the purpose of cleaning  the  premises,  unless
otherwise agreed to by Landlord in writing. Except with the written consent
of  Landlord,  no person or persons other than those approved  by  Landlord
shall  be  permitted to enter the Building for the purpose of cleaning  the
same.  No  Tenant  shall  cause any unnecessary labor  by  reason  of  such
Tenant's carelessness or indifference in the preservation of good order and
cleanliness.  Janitor services will not be furnished on nights  when  rooms
are  occupied  after 9:30 p.m. unless by agreement in writing,  service  is
extended to a later hour for specifically designated rooms.

     6.  Landlord will furnish each Tenant free of charge with two keys  to
each  door lock in the premises. Landlord may make a reasonable charge  for
additional  keys.  No  Tenant shall alter any lock  or  install  a  new  or
additional lock or any bolt on any door of its premises without  the  prior
written  consent  of Landlord. Tenant shall in each case  furnish  Landlord
with  a  key  for any such lock. Each Tenant, upon the termination  of  its
tenancy, shall deliver to Landlord all keys to doors in the Building  which
shall have been furnished to the Tenant.

     7.  Landlord  shall  designate  how all office  equipment,  furniture,
appliances and other large objects ("Equipment") shall be moved  in  and/or
out  of the Building. The persons employed to move such Equipment in or out
of  the  Building must be acceptable to Landlord. Landlord shall  have  the
right  to prescribe the weight, size and position of all Equipment  brought
into  the  Building.  Heavy  objects  shall,  if  considered  necessary  by
Landlord,  stand  on  wood  strips of such thickness  as  is  necessary  to
properly  distribute the weight. Landlord will not be responsible for  loss
of  damage to any such Equipment from any cause, and all damage done to the
Building  by moving or maintaining such Equipment shall be prepaid  at  the
expense of Tenant.

     8.  No  Tenant  shall use or keep in the premises of the Building  any
kerosene,  gasoline or inflammable or combustible fluid or  material  other
than limited quantities thereof reasonably necessary for the operation  and
maintenance  of  office  equipment, or, without  Landlord's  prior  written
approval,  use  any method of heating or air conditioning other  than  that
supplied by Landlord. No Tenant shall use or keep or permit to be  used  or
kept  any  foul obnoxious gas or substance in the premises,  or  permit  or
suffer  the  premises  to  be occupied or used in  a  manner  offensive  or
objectionable to Landlord or to other occupants of the Building  by  reason
of  noise, odors, or vibrations, or interfere in any way with other Tenants
or those having business therein.

     9.  Landlord  shall  have the right, exercisable  without  notice  and
without  liability to any Tenant, to change the name and street address  of
the  Building. If such change is made, Landlord will reimburse  Tenant  for
the  cost of new stationery, business cards, and other materials that  must
be altered to accommodate the change of address by Landlord.

     10.  Landlord reserves the right to exclude from the Building  between
the  hours  to  6:00 p.m. and 7:00 a.m. and at all hours on Sundays,  legal
holidays             and            on            Saturdays             any
<PAGE>
person who, in Landlord's reasonable opinion, has no legitimate business in
the Building. Landlord shall in no case be liable for damages for any error
with  regard  to  the admission to or exclusion from the  Building  of  any
person.  In  the  case of invasion, mob, riot, public excitement  or  other
circumstances  rendering  such  action  advisable  in  Landlord's  opinion,
Landlord  reserves the right to prevent access to the building  during  the
continuance  of  the same by such action as Landlord may deem  appropriate,
including closing doors.

     11.  The directory of the Building will be displayed in the main lobby
and  will  be provided for the display of the name and location of Tenants.
Tenant shall have the right to a minimum of eight (8) listings provided for
Tenant at Landlord's expense. Any additional name which Tenant shall desire
to  place  upon said bulletin board must first be approved by  Landlord  in
writing and, if so approved, a charge will be made therefore.

     12.  No  curtains,  draperies, blinds, shutters,  shades,  screens  or
other  coverings,  hangings or decorations shall be attached  to,  hung  or
placed  in,  or used in connection with any window of the Building  without
the prior written consent of Landlord, and such items shall be installed as
instructed by Landlord.

13. INTENTIONALLY OMITTED

     14.  Each  Tenant shall see that the doors of its premises are  closed
and  locked  and that all water faucets, water apparatus and utilities  are
shut  off before Tenant or Tenant's employees leave the premises, so as  to
prevent waste or damage, and for any default or carelessness in this regard
Tenant shall make good all injuries sustained by other tenants or occupants
of  the  building  or Landlord. All Tenants shall keep  the  doors  to  the
Building corridors closed at all times except for ingress and egress.

     15.   The  toilet  rooms,  toilets  urinals,  wash  basins  and  other
apparatus shall not be used for any purpose other than that for which  they
were  constructed,  no foreign substance of any kind  whatsoever  shall  be
thrown  therein,  and  the  expense  of any  breakage  stoppage  or  damage
resulting from the violation of this rule shall be borne by the Tenant  who
or whose employees or invitees shall have caused it.

     16.  Except  with  the  prior written consent of Landlord,  no  Tenant
shall  sell  or  permit  the  sale  at  retail  of  newspapers,  magazines,
periodicals,  theater  tickets or any other goods  or  merchandise  to  the
general  public  in  or on the premises nor shall any Tenant  carry  on  or
permit  or  allow any employee or other person to carry on the business  of
stenography,  typewriting or any similar business in or from  the  premises
for  the service or accommodation of occupants of any other portion of  the
Building  nor shall the premises of any Tenant be used for any business  or
activity other than that specifically provided for in such Tenant's lease.

     17.   No  Tenant  shall  install  any  radio  or  television  antenna,
loudspeaker or other device on the roof or exterior walls of the  Building,
without Landlord's prior written consent.

     18.  Hand trucks shall not be used in any space or public halls of the
Building  either by any Tenant or others except those equipped with  rubber
tires and side guards or such other material-handling equipment as Landlord
may  approve. No other vehicles of any kind shall be brought by any  Tenant
into the Building or kept in or about the premises.

     19.  Tenant  agrees  to  coordinate  all  moving  activity  of  office
equipment  and  furniture  in  and out of the  Building  with  Landlord  or
Landlord's agent, and to use the services of an insured professional moving
company. Tenant acknowledges that any attempt to bring in or take  out  any
office  equipment  or  furniture from the Building  without  prior  written
approval  of Landlord or Landlord's agent will be prevented by the  on-site
security guard.

     <PAGE>
     20.  Each  Tenant  shall store all its trash and  garbage  within  its
premises.  No  material shall be placed in the trash boxes  receptacles  or
common areas if such material is of such nature that it may not be disposed
of  in the ordinary and customary manner of removing and disposing of trash
and  garbage in the Bethesda area without being in violation of any law  or
ordinance governing such disposal. All garbage and refuse disposal shall be
made only through entryways and elevators provided for such purposes and at
such times as Landlord shall designate.

     21.  Canvassing, soliciting, distribution of handbills, or  any  other
written  material peddling in the Building, are prohibited and each  Tenant
shall cooperate to prevent the same.

     22.  Tenant  agrees to abide by all governmental rules and regulations
pertaining to thermostatic control of the temperature on the Premises.  Air
conditioning services shall be provided per the Lease.

     23.  Tenant  agrees not to allow or keep any animals or  pets  of  any
kind  on the premises except those seeing-eye dogs which are for the direct
purpose of aiding and assisting the visually impaired.

     24.  The  requirements of the Tenants will be attended  to  only  upon
application by telephone or in person at the office of Landlord.  Employees
of  Landlord  shall not perform any work or do anything  outside  of  their
regular duties unless under special instructions from Landlord.

     25.  Landlord  shall (a) not discriminate against Tenant in  enforcing
the  Rules  and  Regulations: (b) not unreasonably withhold,  condition  or
delay its consent from Tenant for any approval required under the Rules and
Regulations;  and (c) exercise its judgment in good faith in  any  instance
providing  for  the exercise of its judgment in the Rules and  Regulations.
Landlord shall use its best efforts to secure compliance by all tenants and
other  occupants  with the Rules and Regulations but  Landlord  may  permit
reasonable waivers with respect to other parties so long as such waivers do
not adversely affect Tenant.

     26.  These Rules and Regulations are in addition to and shall  not  be
construed  to  in  any way modify or amend in whole or in part  the  terms,
covenants,  agreements  and conditions of any  lease  of  premises  in  the
Building.

     27.  Landlord  reserves the right to make such other reasonable  rules
and  regulations as in its judgment may from time to time be needed for the
safety,  care  and cleanliness of the Building and for the preservation  of
good order therein, provided such changes do not materially affect Tenant's
normal course of business or increase Tenant's cost.


<PAGE>
                                 EXHIBIT E
                          CLEANING SPECIFICATIONS

AREAS TO BE COVERED
Clean all areas of the building including; entrance lobby, basement areas,
loading platforms, public halls, stairwells, lavatories, passageways and
elevator cabs. Areas not normally included are: retail areas, garages,
elevator shafts, elevator pits, mechanical rooms, or electrical rooms.

1.   Restrooms - Daily/Weekly/Monthly

     a. Wash all mirrors
     b. Wash hand basins and bring work with a non-abrasive cleaner.
     c. Wash urinals and bright work
     d. Wash toilet seats
     e. Wash toilet bowls and bright work
     f. Damp mop floor.
     g. Damp wipe and clean where necessary.  Walls and partitions are to
be free of hand prints and dust.
     h. Replenish hand soap, towels, tissues, and feminine supplies.
     i. Partition and ventilating louvers are to be damp wiped weekly.
     j. Machine Scrub floors with approved germicidal detergent solution on
a monthly basis.

     Toilet bowl brush shall be used on toilet bowls, and care shall be
given to clean flush holes under the rim of bowls and passage traps.  Bowl
cleaner shall be used at least once each month, and more often, if
necessary.

The intent of this specification is that restrooms shall be maintained in a
spotlessly clean and odor free condition at all times.

2.   Offices and Hallways (Corridors)
     a. Dusting - Weekly
        All unobstructed furniture, office equipment and appliances,
        window sills, etc. shall be dusted with a treated cloth of static
        duster. This shall include all horizontal surfaces up to 84 inches
        high. Enough vertical surfaces shall be completed daily to
        complete all vertical surfaces each week. Desks and tables not
        cleared of paper and work materials shall only be dusted where
        desk top is exposed. Equipment such as computers, calculators,
        telephones, printers, etc. shall not be dusted.

     b. Dust Mopping
        All non-carpeted floors areas shall be dust mopped with a treated
        yarn mop with special attention being given to areas under desks
        and furniture to prevent accumulation of dust and dirt. Dust
        mopping shall be performed after furniture has been dusted.

     c. Wastepaper/Ashtrays
        Wastepaper baskets and ashtrays are to be emptied daily and
        ashtrays are to be wiped clean. Wastebaskets shall be damp wiped
        as necessary. Plastic liners where utilized shall be changed as
        needed.

     d. Vacuuming-Daily-Weekly
        All rugs and carpets in office areas as well as public spaces
        shall be vacuumed daily in all traffic areas. Hard to reach places
        such as under desks and chairs shall be vacuumed weekly.

        The intent of this specification is to provide a complete
        vacuuming at least once each week.
<PAGE>
     e. Spot Cleaning Carpets - Daily
        All carpeted areas shall be inspected daily for spots and stains.
        All spots and stains shall be removed if possible, as soon as
        possible. Where difficult spots are encountered, a notation shall
        be left with the building management representative.

     f. Wet Mopping.
        When Floors require wet mopping they shall be left in streak free
        condition.  Extreme care shall be exercised in all mopping to as
        to avoid splashing walls or furniture. Transporting of water and
        other liquids over carpeted areas shall be accomplished in such a
        manner as to avoid spillage.

     g. Tile Floors
        All tile Floors shall be refinished, buffed, and kept in a
        consistently clean condition at all times. Since some tile areas
        require more attention than others, refinishing and buffing shall
        be accomplished on an as needed basis. Transporting of floor
        finish and other liquids over carpeted areas shall be accomplished
        in such a manner as to avoid spillage.

     h. Special Floor Coverings - As Necessary
        Parquet, quarry, ceramic, raised computer floors and other special
        floor coverings shall be treated with appropriate methods and
        approved materials separately, and at possible additional costs as
        determined with management.

     i. Water Coolers - Daily
        All water coolers shall be cleaned and polished daily.

     j. Spot Cleaning - Daily - As Needed
        All hand prints and spots shall be removed from doors and light
        switches daily. Walls, woodwork, and interior glass shall be spot
        cleaned as needed.

     k. Cigarette Urns - Daily
        Cigarette urns and ash receivers shall be cleaned and sanitized as
        necessary and where required the sand level shall be maintained.

     1. High Dusting - Quarterly
        Ledges, moldings, picture frames, etc. shall be cleaned quarterly
        or more frequently if necessary.

     m. Venetian Blinds- Periodic
        A sufficient number of venetian blinds shall be dusted daily so
        that all blinds are dusted every 90 days.

     n. Air Conditioning Grilles - Monthly
        All areas around air conditioning and return air grilles shall be
        cleaned once each month or more often if necessary.

3.   Stairways & Landings - Weekly/Daily
     All stairways and landings shall be policed daily. They shall be damp
     mopped as necessary. Spot cleaning of walls and doors shall be
     performed monthly. Hand rails, fire points and other miscellaneous
     hardware shall be cleaned periodically. If day personnel are available
     in the facility, stairwells and landings shall be dust mopped daily.

The intent of this specification  is that all stairways are maintained in a
neat and clean condition at all times.
<PAGE>
4.   Entrance Lobby - Daily
     Entrance lobbies shall be cleaned thoroughly daily. Lobby glass and
     metal shall be cleaned and dusted daily. Directory board glass shall
     be damp cleaned and wiped. Lobby walls up to 84 inches shall be dusted
     and kept free from finger marks smudges etc.  Lobby floors and
     entrance ways are to be dust mopped thoroughly, nightly damp mopped as
     needed, and buffed and refinished as necessary to maintain a clean and
     lustrous appearance.

5.   Polishing - As Necessary
     All door plates kick plates and brass and metal fixtures within the
     building shall be polished as necessary and residue from floor
     maintenance cleaned as necessary.

6.   Elevators - Daily
     a. All elevators shall be vacuumed nightly.
     b. All stainless steel and metal shall be cleaned nightly.
     c. All elevator tracks shall be vacuumed as needed.
     d. Elevator button panels and elevator doors shall be cleaned nightly.
     e. Carpets shall be spot cleaned as necessary.
     f. Ceilings, overhead plexiglass, and/or special light fixtures shall
be cleaned as
        necessary through arrangement with building management
representative.

7.   Light Fixtures - Quarterly
     The exterior of all light fixtures shall be dusted.

GENERAL
Personnel:
Employees of Contractor who are assigned permanently to the facility shall
be interviewed, carefully screened, and bonded. They shall be neat and
clean in appearance and properly identified.

Employees of Contractor shall not eat, drink, or smoke during their shift.
Employees shall not disturb papers on desks, open drawers or cabinets, use
tenant's telephones, office equipment, televisions, radios.

All employees of Contractor shall abide by all building regulations and
safety rules which may be promulgated from time to time as they pertain to
our operation.

Supervision:
Competent supervisory personnel shall be employed by the Contractor and
shall at a minimum have completed our 10 week Supervisory Training Course.

Supervisory personnel shall arrive and depart approximately one half hour
before and after the cleaning crew.

The Supervisor shall report to the building management any conditions such
as leaky faucets, spotted toilets and drains, broken fixtures, etc. The
Supervisor shall also report any unusual happenings in the building.

OTHER
Contractor shall furnish the necessary, appropriate, tested and approved
implements, machinery and cleaning supplies for the satisfactory
performance of our services.  Sufficient space in the premises shall be
assigned to Contractor for storage of cleaning materials implements and
machinery. Adequate utilities shall be provided to Contractor, without
charge for the performance of assigned duties.

A communications log book shall be kept in a designated place on the
premises in which a record shall be made promptly of any occurrences
requiring building management or contractor s attention.
<PAGE>
Contractor shall furnish Worker's Compensation and Public Liability
insurance; certification of which is available on request. Contractor shall
be responsible for loss or damage caused by its employees and for the
conduct of its employees. Contractor shall make reasonable and prompt
restitution for any damage for which it is proven liable subject to
approval by building management.

All office cleaning, where applicable, shall be performed behind locked
doors. On the completion of the assigned duties the Contractor shall ensure
that all slop sinks and equipment storage areas are left in a neat and
orderly condition, all lights are extinguished and all doors are locked.

Building management may require, in writing, the dismissal of any employee
who is incompetent, careless, insubordinate or otherwise objectionable, or
whose continued employment is contrary to a consistent, positive
relationship with tenants or building management.

Regular, periodic inspections of the facility shall be performed by our
management staff, accompanied by a management representative, in addition
to the regular nightly inspections performed by the Supervisory staff.

SCHEDULE OF CLEANING
Nightly cleaning services shall normally be rendered five nights per week,
Mondays through Fridays, with the exception of legal holidays.

DAY PERSONNEL (IF REQUIRED) Contractor shall provide uniformed day
personnel whose duties shall be coordinated by building management. Day
staff shall work eight hours per day five days per week, Mondays through
Fridays, with the exception of holidays.

<PAGE>
                                 EXHIBIT F
                      LEASE AND CONSTRUCTION SCHEDULE

                                                 Date for
Action                                          Completion

1.   Lease signed by Tenant                       July 26, 1996
2.   Tenant's Plan delivered to Tenant for Review September 2, 1996
3.   Tenant's comments on Tenant's Plan due to Landlord     September 6,
1996
4.   Tenant's Plan submitted to Bidders           September 11, 1996
     (assumes no delay from Tenant's comments)
5.   Bids received                                September 23, 1996
6.   Bids review completed                        September 25, 1996
7.   Award construction contract/commence construction September 27, 1996
8.   Final inspections completed                  November 29, 1996
9.   Cleaning completed                           December 3, 1996
10.  Walk through to establish punch list         December 3, 1996
11.  Substantial Completion                       December 3, 1996