<PAGE>
               EXHIBIT 10.18--LEASE AGREEMENT DATED MARCH 6, 2000
                    BETWEEN SIDEWARE CORP. AND RESTON L.L.C.
<PAGE>
                                LEASE AGREEMENT

    THIS LEASE is made and entered into this 6(TH) day of MARCH, 2000, by and
between RESTON L.L.C., a Virginia limited liability company (the "Landlord"),
and SIDEWARE CORPORATION. (the "Tenant").

                             W I T N E S S E T H :

    That, in consideration of the rents, covenants and conditions herein set
forth, Landlord and Tenant do hereby covenant, promise and agree as follows:

    1.  SUMMARY OF TERMS.

    The following is a summary of the terms of this Lease. The terms used herein
shall have the meanings as set forth in greater detail in the Sections of the
Lease that follow:

    1.1.  LEASED PREMISES:  Commercial Office Building (the "Office Building")
located at 1810 Samuel Morse Drive, Reston, Virginia, Tax Parcel is 18-3-6-7A,
Legal Description: Reston Section 911, Block 7A, Fairfax County. Total Leased
premise gross rentable square feet area is 16,000 not including the roof and the
exterior surfaces of exterior walls, which are reserved for Landlord's exclusive
use. The gross rentable square foot area is calculated for the purposes of this
lease using the construction gross method. The gross floor area is calculated
for the purposes of this lease using the construction gross method. Landlord
shall provide tenant with an accurate architectural drawing for the purpose of
validating the gross square footage. If said measurement is overstated by more
than 2.5.%, said square footage number shall be amended to reflect the actual
number and all other calculations associated with the square footage number will
be corrected.

    1.2.  BASIC RENT:  shall mean:

<TABLE>
<CAPTION>
                                                        ANNUAL        MONTH
                                                      -----------   ----------
<S>                                                   <C>           <C>
April 15, 2000--April 14, 2001......................  $464,000.00   $38,666.66
April 15, 2001--April 14, 2002......................  $477,920.00   $39,826.66
April 15, 2002--April 14, 2003......................  $492,257.60   $41,021.47
April 15, 2003--April 14, 2004......................  $507,025.32   $42,252.11
April 15, 2004--April 14, 2005......................  $522,236.07   $43,519.67
April 15, 2005--April 14, 2006......................  $537,903.14   $44,825.26
April 15, 2006--April 14, 2007......................  $554,040.23   $46,170.19
April 15, 2007--October 14, 2007....................  $285,330.71   $47,555.12
</TABLE>

        OPTION TO RENEW.

    A. Provided that this Lease is in full force and effect and Tenant is not in
default under this Lease, Tenant shall have an option to extend this Lease for
one (1) additional period of three (3) year (the "Renewal Period"). This renewal
option shall be exercisable upon notice from Tenant to Landlord at least one
hundred eighty (180) days prior to the expiration of the Term. In the event that
Tenant exercises the option to renew this Lease, the Term shall be extended
accordingly upon the same terms, covenants and conditions as set forth in this
Lease, except that Minimum Rent during the Renewal Period shall be

<TABLE>
<CAPTION>
                                                        ANNUAL        MONTH
                                                      -----------   ----------
<S>                                                   <C>           <C>
October 14, 2007--October 13, 2008..................  $587,781.27   $48,981.77
October 14, 2008--October 13, 2009..................  $605,414.70   $50,451.23
October 14, 2009--October 13, 2010..................  $623,577.14   $51,964.76
</TABLE>

    1.3.  SECURITY DEPOSIT:  shall mean $31,333.33.

    1.4.  TERM:  shall mean 7 years and 6 months, subject to Section 3.1. of
this lease.
<PAGE>
    1.5.  TERMINATION DATE:  shall mean October 14, 2007 or 90 months from date
of tender which ever is later, subject to Section 3.1 of this Lease.

    1.6. NOTICE ADDRESSES:

        (i) to Landlord:  RESTON L. L.C.
                       6130 OXON HILL RD.
                       SUITE 301
                       OXON HILL, MD 20745

        (ii) to Tenant:  SIDEWARE CORP.
                     208 ELDEN STREET, SUITE 200
                     HERNDON, VA 20170

    2.  LEASED PREMISES.

    2.1.  DEMISE.  Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord the Leased Premises, together with the right to use, in common
with others, the Common Areas (as hereinafter defined).

    2.2.  QUIET ENJOYMENT.  Landlord warrants that it and no other party has the
right to lease the Leased Premises and so long as Tenant is not in default
hereunder, Tenant shall have peaceful and quiet use and possession of the Leased
Premises without interference from Landlord or anyone claiming through Landlord,
subject to any Mortgages and all matters of record or other agreements to which
this Lease is or may hereafter be subordinated.

    3.  TERM AND COMMENCEMENT OF TERM.

    3.1.  TERM.  The Term (rent and occupancy) of this Lease shall commence on
(May 1, 2000 or the date that Landlord tenders possession of suite to tenant
which ever is later) (the "Lease Commencement Date"). The Term of this Lease
shall end at midnight on the Termination Date, unless earlier terminated
pursuant of any other provision of this Lease or pursuant to law.

    4.  ACCEPTANCE OF THE LEASED PREMISES.

    4.1.  ACCEPTANCE OF LEASED PREMISES.  Tenant's occupancy of the Leased
Premises shall be deemed to constitute acceptance of same and acknowledgment by
Tenant that Landlord has fully complied with its obligations hereunder to
construct and deliver to Tenant the Leased Premises.

    4.2.  SIGNAGE.  Tenant will provide signage (its company name) on the
exterior of the building (and/or a ground sign at entry of property) to include
electrical line and connection at its' sole cost and expense. Landlord reserves
the right to install one project management sign on behalf of Management Company
at landlord's sole cost and expense. Tenant, at its expense, shall install on or
below the canopy at the front of the Premises signage ("Tenant's Exterior Sign")
which complies with all applicable building codes, regulations and laws. In
addition, Tenant's sign contractor shall install Tenant's Exterior Sign with
Landlord's representative present, who will supervise the installation. Landlord
whose approval will not be unreasonably withheld shall approve the location of
Tenant's Exterior Sign. Tenant shall not display any other signs, lights, or
advertisements on the exterior of the Premises. Upon termination of the Lease,
Tenant, at Landlord's request, shall remove Tenant's Exterior Sign at Tenant's
expense. Tenant shall maintain Tenant's Exterior Sign in good repair, and shall
replace it when needed so that Tenant's Exterior Sign is in good condition at
all times. If Tenant fails to promptly perform such obligations, Landlord may
make the repairs and replacements upon giving written 30 (thirty) days notice to
tenant, at Tenant's expense, and Tenant shall reimburse Landlord for the cost
thereof promptly upon demand.

                                       2
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    4.3.  ALTERATIONS BY LANDLORD.  Landlords will fit-up demised premise per
construction document plans approved by tenant. Landlord will build one large
conference room at entry with entry with one glass wall and one double glass
doors. Landlord will construct one additional room at entry with one glass wall
and one double glass doors. Landlord will construct one additional room in
drywall with a coat closet. Landlord will construct one handicapped bathroom at
entry. Entry foyer to be in blue pearl granite. Landlord will construct one
President's office with upgraded carpeting plus nine additional offices.
Landlord will install electrical conduit in floor for future systems furniture
on second floor and first floor. Landlord will construct on first floor one
handicapped bathroom, renovate all existing bathrooms and build break
room/kitchenette area, one employee training room with entry glass door only and
one additional room beside training room. Landlord will replace entry doors to
building in all glass. Landlord will make windows on entry side of building
inoperable. Landlord will repair resurface concrete at entryway of building
only. Landlord will paint all corridors and open space, and conference rooms.
Landlord will paint all interior offices in flat latex paint. Landlord will
paint mansard and stair rails in black. Landlord will paint wooden stair rail in
a metal color or a lighter color. Landlord will install hanging lighting in
center triangle of space. Landlord will carpet space in Stonehaven 3669 indigo
mix. All construction specifications will be at Landlord's discretion subject to
the understanding that any changes to specifications, which effect the
architectural look, color, size shall require tenant's approval.

    5.  RENT.

    5.1.  BASIC RENT.  Tenant shall pay to Landlord during the Term of this
Lease the Basic Rent as shown on page 1, Summary of Terms. The monthly
installments of Basic Rent shall be due without notice, demand, abatement,
deduction or set-off, on the first day of each and every calendar month during
the Term of this Lease; provided, however, that if the Term of this Lease shall
commence on a day other than the first day of a month, the first payment shall
include any prorated Basic Rent for the period from the Lease Commencement Date
to the first day of the first full calendar month of the Term of this Lease.
Failure to pay rent by the fifth day of the month three times in a twelve month
period gives the Landlord the right to terminate this Lease with 10 business
days notice. The term "Rental Year," as it appears in this Lease, is defined as
each twelve (12) calendar month period occurring during the Term of this Lease,
with the first Rental Year commencing as of the Lease Commencement Date and
ending on the last day of the twelfth full calendar month thereafter.

    5.  UTILITIES.

    Tenant shall pay directly to the supplier all charges for water, sewer, gas,
electricity, telephone and other utilities used upon the Premises commencing
with the Date of Tender. Within seven (7) days after the Date of Tender, Tenant
shall cause all utilities used upon the Premises to be placed in Tenant's name.
If Tenant fails to do so, Landlord, in addition to its other remedies under this
Lease, may instruct the utility companies to terminate all utility services for
the Premises, and Landlord shall not be liable to Tenant for any damages
resulting from this termination of utility services. Tenant shall be liable for
any damages to the Premises or Building caused by the termination of said
services. Expenses for maintenance of utility meters shall be borne by Landlord.
Landlord shall not be liable for any failure to furnish or for any interruption
of utility services.

    5.2 OPERATING COST ESCALATION.

    DEFINITIONS.  For purposes of this Lease, the following definitions shall
apply:

    (a) "Base Operating Costs" shall be the actual operating costs for calendar
year 2000.

    (b) The "Operating Cost Allocation Factor" for the Premises shall be
100.00%.

    (c) "Operating Year: shall mean each respective calendar year or part of it
during the Term of this Lease or any renewal of it.

                                       3
<PAGE>
    (d) "Property" shall mean the Office Building, the Common Facilities, and
all fixtures and other improvements in or on the land described in the Title
Deed.

    (e) "Operating Costs" shall mean all expenses and costs (but not specific
costs which are allocated or separately billed and payable by specific tenants)
of every kind and nature which Landlord shall pay or become obligated to pay
because of or in connection with owning, operating, managing, painting,
repairing, insuring, and cleaning the Property, including, but not limited to,
the following. Landlord agrees to provide Tenant prior to lease execution, a
detailed breakdown of the expense categories and estimated costs per category
which make up said "operating expenses."

        (i) cost of all supplies and materials used, and labor charges incurred,
    in the operation, maintenance, decoration, repairing, and cleaning of the
    Property, including janitorial service for all floor area leased to tenants;

        (ii) cost of all equipment purchased or rented which is utilized in the
    performance of Landlord's obligations under this Lease and the cost of
    maintenance and operation of any such equipment;

       (iii) cost of all management, maintenance and service agreements for the
    Property and the equipment in it, including, without limitation, alarm
    service, security service, window cleaning;

        (iv) accounting costs (excluding costs specific to "Partnership" or
    other entity which owns the subject property), including the cost of audits
    by certified public accounts, legal (specific to the rental operation of the
    subject property) and engineering fees, and expenses incurred in connection
    with the operation and management of the Property;

        (v) wages, salaries, and related expenses of all on-site and off-site
    agents or employees engaged in the operation, maintenance, security, and
    management of the Property;

        (vi) cost of all insurance coverage for the Property from time to time
    maintained by Landlord, including but not limited to the costs of premiums
    for insurance with respect to personal injury, death, property damage,
    business interruption, rental income, and workmen's compensation insurance
    covering personnel;

       (vii) cost of repairs, replacements and general maintenance to the
    Property, structural or non-structural, including without limitation the
    mechanical, electrical and heating, ventilating and air-conditioning
    equipment and systems (excluding repairs and general maintenance paid by
    proceeds of insurance or by tenants or other third parties, and alterations
    attributable solely to tenants);

      (viii) all Common Facilities maintenance, repair or redecoration
    (including repainting), and exterior and interior landscaping, sidewalks,
    and streetscaping;

        (ix) cost of removal of trash, rubbish, garbage, and other refuse from
    the Property as well as removal of ice and snow from the sidewalks on or
    adjacent to the Property;

        (xi) amortization of capital improvements made to the Office Building,
    which improvements result in more efficient operation of the Office Building
    or are made to the Office Building by Landlord after the Lease Commencement
    Date pursuant to any governmental law, regulation or action; provided that
    the cost of each such capital improvements, together with any financing
    charges incurred in connection therewith, shall be amortized over its useful
    life and only that portion attributable to each Operating Year shall be
    included for such Operating Year;

       (xii) real estate taxes, assessments (special or otherwise), levies, ad
    valorem charges, benefit charges, water and sewer rents, rates and charges,
    privilege permits and any other governmental liens, impositions or charges
    of a similar or dissimilar nature, and any such items shall be extra
    ordinary or ordinary, general or special, foreseen or unforeseen, levied,
    assessed, or imposed on or with respect to all or any part of the Property
    or upon the rent due and payable under this Lease, by Fairfax County, State
    of Virginia, or any other taxing authority; provided, however, that if at
    any time during the Term

                                       4
<PAGE>
    or any extension thereof the method of taxation prevailing at the
    commencement of the Term shall be altered or eliminated so as to cause the
    whole or any part of the foregoing items which would otherwise be included
    in Operating Expenses to be replaced by a levy, assessment or imposition,
    which is (i) a tax assessment, levy, imposition or charge based on the rents
    received from the Property whether or not wholly or partially a capital levy
    or otherwise, or (ii) a tax, assessment, levy, imposition, or charge
    measured by or based in whole or in part upon all or any portion of the
    Property and imposed on Landlord, or (iii) a license fee measured by the
    rent payable by Tenant to Landlord, or (iv) any other tax, levy, imposition
    charge or license fee, however described or imposed, then only such levy,
    assessment or imposition shall be included in Operation Expense; provided,
    however, in no event shall Tenant be required to pay any inheritance, state,
    succession, income, profits, or franchisee taxes unless they are in lieu of
    or in substitution for any of the foregoing items which are imposed upon the
    Property and which would otherwise be included in Operating Expenses;

      (xiii) any management fee paid in connection with the operation and
    management of the Property, which fee shall not exceed the prevailing rate
    for similar class office buildings in Fairfax County, exclusive of costs
    associated with leasing activities. The management fee will be capped at a
    3% annual increase;

       (xiv) unless otherwise specifically limited herein, every other cost and
    expense which would be considered as an expense of maintaining, operating,
    leasing, insuring, managing, or repairing the Property;

        Operating Costs shall not include (i) payments of principal and interest
    on any mortgages, deeds of trust or other financing instruments relating to
    the financing of the Property, (ii) leasing commissions or brokerage fees,
    (iii) costs associated with preparing, improving or altering space for any
    leasing or releasing of any space within the Office Building, and
    (iv) costs related to the provision of additional services provided by
    Landlord to other tenants. Additionally, no expense or cost, which is
    allocated to Operating Costs, shall be counted more than once in computing
    Operating Costs;

       (xv) Expenses or costs interpreted by "General Accepted Accounting
    Principals" (GAAP) as Capital Improvements shall not be passed through to
    Tenant;

       (xvi) Landlord agrees to competitively bid "contractor" an/or "service"
    providers every two years to two service providers at tenant's request.
    Should the Tenant request such a competitive bid, Landlord shall provide
    copies of each competitive bid as evidence of such action;

      (xvii) Landlord agrees to "prorate" all equipment, personal services, etc.
    based on its/their use to the "Premises". Landlord further agrees to
    maintain accurate records of said "proration", which upon request shall be
    available to Tenant or its representative. If said documentation is
    insufficient in the interpretation of two different independent accountants,
    mutually agreed upon by Tenant and Landlord, familiar with the operation of
    similar real estate to support such claims, Landlord will provide all source
    documentation as evidence of such expenses, otherwise Tenant shall not be
    required to pay said expense/pass-through;

      (xviii) Landlord agrees to appeal any real estate tax increase, which in
    the opinion of a qualified expert could result in a reduction in said taxes
    of at least 10% of the tax increase. Also, any reduction in tax shall be
    promptly credited back to tenant on the operating cost statement after
    paying the firm hired by Tenant and Landlord by mutual agreement their fee
    for the reduction from the proceeds of the reduction.

    All charges for electricity gas, water, sewerage service, heating,
ventilation and air-conditioning, and other utilities furnished to the Property
are specifically paid for by tenant directly to supplier and not included in
operating costs.

                                       5
<PAGE>
    5.3  PAYMENT OF OPERATING COST ESCALATION.  For each Operating Year, Tenant
shall pay to Landlord, in the manner provided, "Tenant's Share of Increased
Operating Costs" which shall be computed by multiplying the Operating costs for
the Operating Year by the Operating Cost Allocation Factor and subtracting the
Base Operating Costs from the result obtained, provided, however, that for the
Operating Years during which the Term begins and ends, Tenant's Share of
Increased Operating Costs shall be prorated based upon the actual number of days
Tenant occupied, or could have occupied, the Premises during each such Operating
Year.

    Tenant's Share of Increased Operating Costs shall be paid, in advance,
without notice, demand, abatement, deduction or set-off, on the first day of
each calendar month during the Term, the monthly amounts to be determined on the
basis of estimates prepared by Landlord on an annual basis and delivered to
Tenant prior to the commencement of each Operating Year. If, however, Landlord
shall furnish any such estimates for an Operating Year after its commencement,
the (i) until the first day of the month following the month in which such
estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day
of each month an amount equal to the monthly sum payable by Tenant to Landlord
under this Section 5.3 with respect to the first month of the preceding
Operating Year; (ii) promptly after such estimate is furnished to Tenant,
Landlord shall give notice to Tenant whether the installments of Tenant's Share
of Increased Operating Costs paid by Tenant for the current Operating Year have
resulted in a deficiency or overpayment compared to payments which would have
been paid under such estimate, and Tenant, within ten (10) days after receipt of
such estimate, shall pay any deficiency to Landlord any overpayment shall be
credited against future payments required by Tenant under such estimate; and
(iii) on the first day of the month following the month in which such estimate
is furnished to Tenant and monthly thereafter throughout the remainder of the
Operating Year, Tenant shall pay to Landlord the monthly payment shown on such
estimate Landlord may at any time or from time to time furnish to Tenant a
revised estimate of Tenant's Share of Increased Operating Costs for such
Operating Year, and in such case, Tenant's monthly payments shall be adjusted
and paid or credited, as the case may be, substantially in the same manner as
provided in the preceding sentence.

    After the end of each Operating Year, Landlord shall determine actual
Operating Costs for such Operating Year and shall provide to Tenant a detailed
by category "Operating Costs Statement" setting forth the actual Tenant's Share
of Increased Operating Costs for such Operating Year. The Operating costs
Statement shall be in comparative line item form comparing the current Operating
Year to the prior Operating Year and shall be certified by an officer of
Landlord's agent. Within thirty (30) days after delivery of the Operating Costs
Statement, Tenant shall pay Landlord any deficiency between the amount shown as
Tenant's Share of Increased Operating Costs in the Operating Costs Statement and
the total of the estimated payments made by Tenant during the Operating Year. In
the event of overpayment, such amount shall be credited against the future
payments of Basic ante. If the Lease has been terminated the Landlord shall, at
its option, refund such amounts to Tenant or credit Tenant with such amounts
against amounts owed by Tenant to Landlord.

    Each Operating Costs statement provided by Landlord shall be conclusive and
binding upon Tenant unless Tenant notifies Landlord, in writing, that it
disputes the correctness of it, specifying those respects in which it claims the
Operating Costs Statement to be incorrect. Tenant or its representatives, for a
period of one hundred twenty (120) days after delivery of the Operating Costs
Statement in each Operating Year shall have the right to dispute the Operating
Costs Statement and Tenant's Share of Increased Operating Costs and, upon at
least ten (10) days written notice to Landlord, shall have reasonable access
during normal business hours to all the books and records of Landlord relating
to Operating Expenses for the purpose of verifying the Operating Costs Statement
and Tenant's Share of Increased Operating Costs, Tenant to bear the cost of any
such inspection unless such error by Landlord exceeds $2,000.00 in which case
the Landlord shall bear all reasonable and customary accounting costs associated
with the tenant's review. Unless resolved by the parties, such dispute shall be
determined by arbitration in Richmond, Virginia, in accordance with the then
prevailing rules of the American Arbitration Association. Unless the

                                       6
<PAGE>
arbitration proceedings result in a determination that Tenant's Share of
Increased Operating Costs have been overstated by more that two thousand dollars
($3,000.00) in Landlord's favor, Tenant shall bear all costs in connection with
such arbitration. Pending determination of the dispute, Tenant shall pay any
amounts due for Tenant in accordance with the Operating Costs Statement, but
such payment shall be without prejudice to Tenant's claims.

    5.4.  SECURITY DEPOSIT.  Tenant, contemporaneously with the execution of
this Lease, has deposited with Landlord the Security Deposit, the receipt of
which is acknowledged by Landlord. Landlord shall have the right, but not the
obligation, at any time subject to thirty days notice to tenant apply the
Security Deposit to cure any breach by Tenant under this Lease, and in the
event, Tenant shall immediately pay Landlord any amount necessary to restore the
Security Deposit to its original amount. To the extent permitted by law,
Landlord shall be entitled to the full use of the Security Deposit and shall not
be required to either keep the Security Deposit in a separate account or pay
interest on it. Tenant hereby agrees that the Security Deposit shall NOT BE USED
towards the payment of the last month's rent. Landlord will return the Tenant's
Security Deposit, less any adjustments, within thirty (30) days after the
Landlord and Tenant perform a joint walk-through of the Premises and determine
what, if any, damage has occurred to the Premises.

    5.5.  LATE CHARGE.  If Tenant fails to make any payment of Basic Rent, or
other sums required to be paid on or before seven  (7) days after the date
payment is due, Tenant shall pay to Landlord, as Additional Rent, a late charge
to cover extra administrative costs and loss of use of funds equal to
(i) Four percent (4%) of the amount due for the first month or portion thereof
that such amount is past-due plus (ii) ten percent (10%) per annum of such
amount thereafter until such amount is paid; provided, however, that should such
late charge violate applicable law, then the late charge shall be reduced to the
highest rate permitted by the laws of the Commonwealth of Virginia. Landlord's
acceptance of any rent after it has become due and payable shall not excuse any
delays with respect to future rental payments or constitute a waiver of any
Landlord's rights under this Lease. Landlord is not responsible to give notice
that any rental payments are due or late.

    All monetary sums payable by Tenant to Landlord under this Lease shall be
collectable as rent whether or not characterized as rent.

    6.  USE, CARE, AND REPAIR OF PREMISES BY TENANT.

    6.1  PERMITTED USES.  Tenant shall use and occupy the Leased Premises solely
for use in the transaction of Tenant's business, which is administrative, and
office space. Landlord will provide heating and air conditioning for general and
administrative use. It is the sole responsibility of tenant to install
supplemental cooling systems for any special computer rooms in the leased
premise. Tenant shall not do, or permit anything to be done in or on the Leased
Premises, or bring or keep anything therein which is unlawful or which will, in
any way, obstruct, injure, annoy, or interfere with the rights of Landlord or
other tenants, or subject Landlord to any liability for injury to persons or
damage to property, or interfere with the good order of the Office Building.
Tenant shall promptly comply with all federal, state and local laws, statutes,
ordinances, and regulations, which are applicable to Tenant or Landlord. Tenant
shall cause any permitted subleases of the Leased Premises or assignments of the
this Lease to contain the preceding restrictions.

    6.2.  CARE OF PREMISES.  Tenant shall, at its sole cost and expense, keep
the interior of the Leased Premises and the improvements and appurtenances clean
and consistent with the operation of an office building of similar class and at
the expiration of the Term of this Lease, or at the sooner termination of this
Lease, surrender it broom clean and in as good order and condition as at the
beginning of the Term of this Lease, ordinary wear and tear excepted. Tenant, at
its sole cost and expense, shall promptly replace scratched, damaged, or broken
doors and glass in and about the interior of the Leased Premises and shall be
responsible for the repair and maintenance of all improvements installed and
placed within the Leased

                                       7
<PAGE>
Premises if caused by Tenant's negligence. Tenant is responsible for the repairs
and maintenance of the sink system installed in premise to include the sink,
waste piping from sink,the ejection pump and all parts, and piping related to
this improvement if caused by a stopped up sink or Tenant's negligence. Tenant
shall pay for all damage to the Leased Premises and any fixtures and
appurtenances related to it, as well as for all damage sustained by other
tenants or occupants of the Office Building, due to any waste, misuse, or
neglect of the Leased Premises by Tenant, its employees, agents,
representatives, and any fixtures and appurtenances related to it or due to any
breach of this Lease by Tenant, its employees, agents, representatives. Tenant
will provide its own cleaning service for its leased premise.

    Recommended maintenance, and repairs of any building improvements and
systems not caused by tenant's negligence shall be the responsibility of
Landlord and included in the operating costs.

    B.  Tenant shall keep the interior of the Premises clean. Landlord shall
provide it's own contractors for exterior parking lot sweeping and shall keep
the sidewalks in front of the Premises, parking lot entrance and exits free of
ice and snow. Tenant shall remove all refuse from the Premises and adjacent
areas, and shall deposit its refuse in the compactor or other trash receptacle
supplied by Landlord for Tenant's use. Landlord shall provide one dumpster for
trash collection service, the cost of which shall be included among the
Operating Costs, or, at Landlord's option, Landlord may charge Tenant directly
for the cost of any such dumpster or trash collection service based upon
Tenant's percentage use of it, which percentage will be 100% for the purposes of
this lease. Tenant shall not use the dumpsters or trash collection service
provided by Landlord for discarding "Hazardous Waste" (as such term is defined
below). Tenant, at its expense, shall dispose of its Hazardous Waste in
accordance with applicable federal, state and local laws and regulations.
"Hazardous Waste" means all substances declared to be hazardous, toxic or
infectious under any applicable law or regulation.

    6.3.  ENVIRONMENTAL COMPLIANCE.  Tenant shall not cause any hazardous waste,
toxic substances or other related materials that may present an imminent or
substantial endangerment to health or the environment or are subject to or
create liability under applicable federal, state or local laws, ordinances or
regulations (including, without limitation, the Resource Conservation and
Recovery Act of 1976 [RCRA] and the Comprehensive Environmental Response
Compensation and Liability Act of 1980 [CERCLA or Superfund] and any amendments
or supplements to them) to be used, generated, stored, or disposed of on, under
or about, or transported to or from the Leased Premises; and Tenant shall
indemnify, defend, and hold Landlord harmless from and against any claims,
damages, costs, and liabilities arising out of Tenant's breach of this
Section 6.3.

    7.  RULES AND REGULATIONS.

    Tenant shall observe and abide by all reasonable and customary Landlord's
Rules and Regulations for similar type properties. Tenant, its employees,
agents, and visitors, shall observe and abide by the Rules and Regulations and
by such other and further reasonable rules and regulations as Landlord may
prescribe which, in Landlord's judgment, are necessary for the reputation,
safety, care, and cleanliness of the Office Building or Leased Premises, or the
operations and maintenance of them and the equipment in them or for the comfort
of Tenant and the other tenants of the Office Building. Landlord, however, shall
have the right to change such Rules and Regulations and waive in writing any or
all of the Rules and Regulations in the case of any one or more tenants. All
such Rules and Regulations are of the essence without which this Lease would not
have been entered into by the Landlord, and any breach of any provision of these
Rules and Regulations by the Tenant shall constitute a default under the this
Lease. Any changes to the rules and regulations must be provided to Tenant
sixty (60) days prior to implementation.

    8.  COMMON AREAS.

    8.1.  DEFINITION OF COMMON AREAS.  As used herein, "Common Areas" shall mean
those areas of the Office Building as designated by Landlord from time to time,
intended for the general common use and

                                       8
<PAGE>
benefit of all tenants of the Office Building and their agents, representative,
licensees, employees, and visitors, including, without limitation, all stairs,
corridors, elevators, lobbies, lavatories and other public areas of the Office
Building.

    8.2.  USE OF COMMON AREAS.  Tenant shall have the non-exclusive right to use
the Common Areas in common with Landlord, subject to such reasonable rules and
regulations governing the use of the Common Areas as Landlord may from time to
time prescribe and subject to such easements as Landlord may from time to time
grant to others. Tenant shall not obstruct in any way any portion of the Common
Areas or in any way interfere with the rights of other persons entitled to use
the Common Areas and shall not, without the prior written consent of Landlord,
use the Common Areas in any manner, directly or indirectly, for the location or
display of any merchandise or property belonging to Tenant or for the location
of signs relating to Tenant's operations in the Leased Premises. The Common
Areas shall at all times be subject to the exclusive control and management of
Landlord.

    8.3.  ALTERATIONS TO COMMON AREAS.  Landlord shall not have the right to
change or alter the location, layout, nature, or arrangement of the Common Areas
or any portion of them, including but not limited to the arrangement and
location of entrances, passageways, doors, corridors, stairs, elevators, and
other public areas of the Office Building; provided, however, that no such
change or alteration shall deprive Tenant of access to its Leased Premises or
reduce the size of the Leased Premises, unless such reduction is required by
Federal, state, or local laws, or regulations, in which event, a reduction in
the Leased Premises shall be permitted with a commensurate reduction in Basic
Rent. Landlord shall have the right to close temporarily all or any portion of
the Common Areas to such extent as may, in the reasonable opinion of Landlord,
be necessary to prevent a dedication to the public, provided that Tenant shall
not render Landlord liable in any respect for damages to either person or
property, nor be construed as an eviction of Tenant, nor cause an abatement of
rents, nor relieve Tenant from any of its obligations to Landlord. If any public
utility or governmental body shall require Landlord or Tenant to restrict the
consumption of any utility or reduce any service for the Leased Premises or the
Office Building, Landlord and Tenant shall comply with such requirements,
whether or not the utilities and services referred to in this Section 8.3 are
reduced or otherwise affected, without any liability on the part of Landlord to
Tenant or any other person or any reduction or adjustment in rents payable under
this Lease. Landlord and its agents shall be permitted reasonable access to the
Leased Premises for the purpose of installing and servicing systems within the
Leased Premises deemed necessary by Landlord to provide the services and
utilities referred to in this Section 8.3 to Tenant and other tenants in the
Office Building. Tenant will be verbally notified by management of any
alterations to the Common Area prior to commencement of such alterations.

    9.  UTILITIES.

    Tenant shall pay directly to the supplier all charges for water, sewer, gas,
electricity, telephone and other utilities used upon the Premises commencing
with the Date of Tender. Within seven (7) days after the Date of Tender, Tenant
shall cause all utilities used upon the Premises to be placed in Tenant's name.
If Tenant fails to do so, Landlord, in addition to its other remedies under this
Lease, may instruct the utility companies to terminate all utility services for
the Premises, upon giving tenant 30 days advanced notice, and Landlord shall not
be liable to Tenant for any damages resulting from this termination of utility
services. Tenant shall be liable for any damages to the Premises or Building
caused by the termination of said services. Expenses for maintenance of utility
meters shall be borne by Landlord; Landlord shall not be liable for any failure
to furnish or for any interruption of utility services.

    10. CHAR SERVICE.

    Tenant will provide at its sole cost and expense char (cleaning) service for
the interior leased premise to include the common area. At tenant's request
Landlord agrees to recommend to tenant Landlord's service provider and to assist
tenant in competitively bidding their char service.

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<PAGE>
    11. LOSS, DAMAGE, AND INJURY.

    All property of Tenant, its agents or visitors, or of any other person,
located in or on the Leased Premises or the Office Building, shall be and remain
at the sole risk of Tenant or such agent, invitee, or person. Tenant expressly
agrees that Landlord and its agents, servants, and employees shall not be liable
or responsible for any damage or injury to the person or property of Tenant, or
its agents, servants, employees, licensees, visitors, or contractors, directly
or indirectly caused by (i) dampness or water in any part of the Leased Premises
or the Office Building; (ii) bursting, leaking or overflowing of water, sewer,
steam, or sprinkler pipes and heating or plumbing fixtures; (iii) air
conditioning or heating failures; (iv) interference with light, air, or other
incorporeal hereditaments; (v) operations in the construction of any public or
quasi-public work; (vi) theft or other crime, whether violent or non-violent in
nature; (vii) fire, accident, natural disorder, or other casualty;
(viii) latent or apparent defect or change of condition in the Leased Premises
or the Office Building and (ix) any other source, circumstance, or cause
whatsoever, except where such damage or injury is caused by or directly
attributable to the sole negligence or willful misconduct of Landlord or its
agents, servants, and employees, and then only to the extent that Tenant, its
agents, servants, employees, licensees, or contractors are not compensated by
insurance. No representation, guaranty, assurance, or warranty is made or given
by Landlord that the communications or security systems, devices or procedures
used, if any, will be effective to prevent injury to Tenant or any other person
or damage to, or loss (by theft or otherwise) of any of Tenant's property or of
the property of any other person, and Landlord reserves the right to discontinue
or modify at any time such communications or security systems, devices, or
procedures without liability to Tenant and with prior notice to Tenant.

    12. REPAIRS BY LANDLORD.

    Landlord shall keep the Office Building and all machinery, equipment,
fixtures, and systems of every kind attached to, or used in connection with the
operation of, the Office Building, including all electrical, heating,
mechanical, sanitary, sprinkler, utility, power, plumbing, cleaning,
refrigeration, ventilating, air conditioning, and equipment (excluding, however,
lines, improvements, systems, and machinery for water, gas, steam, and
electricity owned and maintained by any public utility company or governmental
agency or body) in good order and repair. Landlord, at its cost and expense,
shall make all repairs and replacements necessary to comply with its obligations
set forth in the immediately preceding sentence, except for (i) repairs required
to be made by Tenant specified within this document, and (ii) repairs caused by
the negligence or willful misconduct of Tenant, its agents, employees, and
guests, which repairs shall be made by Landlord at the cost of Tenant, and for
which Tenant shall pay promptly upon receipt of an invoice setting froth the
cost of such repairs. There shall be no abatement in rents due and payable and
no liability on the part of Landlord by reason of any inconvenience, annoyance,
or injury arising from Landlord's making reasonable repairs, additions, or
improvements to the Office Building in accordance with its obligations under
this Lease.

    13. ALTERATIONS BY TENANT.

    13.1.  ALTERATIONS.  Tenant shall not make or permit to be made any
alteration, modification, substitution or other change of any nature to the
mechanical, electrical, plumbing, HVAC, and sprinkler systems within or serving
the Leased Premises without the prior written consent of Landlord which shall
not be unreasonably withheld. Tenant shall not make or permit any other
improvements, alterations, fixed decorations, substitutions, or modifications,
structural or otherwise, to the Leased Premises or the Office Building
("Alterations") without the prior written consent of Landlord, any such consent
to also include the conditions under which the Alterations may be made.
Alterations shall include, but not be limited to, the installation or
modification of carpeting, walls, partitions, counters, doors, shelves, lighting
fixtures, hardware, locks, ceiling, window, and wall covering. All such
Alterations shall be made at Tenant's sole expense, by contractors or
subcontractors approved by Landlord, and only after (i) Landlord (or Tenant)

                                       10
<PAGE>
has obtained, on behalf of Tenant, any necessary permits from governmental
authorities and (ii) Tenant has submitted complete plans and specifications to
Landlord with respect to the Alterations and Landlord has approved them.
Landlord shall, at 3% of the improvement's cost expense, supervise the making of
any Alterations by Tenant. If any mechanic's lien is filed against the Leased
Premises of the Office Building for work or materials furnished to Tenant, the
lien shall be discharged by Tenant within ten (10) days thereafter, solely at
Tenant's expense, by either paying off or bonding the lien. Should Tenant fail
to discharge any lien with ten (10) days of its filing, Landlord shall have the
right, but not the obligation, to discharge the lien at Tenant's expense. Tenant
shall indemnify and hold Landlord harmless from all expenses (including
attorneys' fees), liens, claims, or damage to persons, property, or the Office
Building, which may arise from the making of any Alterations. Any Alterations
made without the prior consent of Landlord may be corrected or removed by
Landlord subject to Landlord providing tenant 30 days prior written notice of
such planned action, and Tenant shall, on demand, pay the cost of the removal as
Additional Rent. The work relating to any Alterations shall not interfere with,
or cause annoyance to, any other tenants of the Office Building or disrupt any
access to, or use of the Common Areas.

    13.2.  TITLE.  Any Alterations or any equipment, machinery, furniture,
furnishings, and other property or improvements installed or located in the
Leased Premises by or on behalf of Landlord or Tenant (i) shall, except for
"Tenant's Personal Property" (as defined below) immediately become the property
of Landlord and (ii) shall remain upon and be surrendered to Landlord with the
Leased Premises as a part of them at the end of the Term of this Lease;
provided, however, that if Tenant is not in default under this Lease, Tenant
shall have the right to remove, prior to the end of the Term of this Lease,
Tenant's Personal Property. Notwithstanding the foregoing, Landlord may, upon
notice to Tenant, elect that any Alterations be removed at the end of the Term
of this Lease, and Tenant shall cause such Alterations to be removed at Tenant's
expense and shall restore the Lease Premises to their condition prior to the
making of such Alterations, reasonable wear and tear excepted. Upon Tenant's
failure to do so, Landlord may remove such Alterations and restore the Leased
Premises and Tenant shall promptly reimburse Landlord for the cost of such work.

    13.3.  TENANT'S PERSONAL PROPERTY.  "Tenant's Personal Property" shall mean
all equipment, machinery, furniture, furnishings, and other property now or
later installed or placed in or on the Leased Premises by and at the sole
expense of Tenant with respect to which Tenant has not been granted any credit
or allowance by Landlord and which (i) is not used, or was not procured for use,
in connection with the operation, maintenance or protection of the Leased
Premises or the Office Building; (ii) is removable without damage to the Leased
Premises or the Office Building, and (iii) is not a replacement of any property
of Landlord, whether such replacement is made at Tenant's expense or otherwise.
Tenant shall promptly pay all personal property taxes imposed on Tenant's
Personal Property. Notwithstanding any provision to the contrary contained in
this Lease, if the assessed value of the Office Building is increased by
inclusion of Tenant's Personal Property and Alterations, Tenant shall pay
Landlord, upon demand, that portion of the real estate taxes payable by Landlord
and attributable to such increase. Tenant shall remove all Tenant's Personal
Property from the Leased Premises at the termination of this Lease. Any property
belonging to Tenant or any other person, which is left in the Leased Premises
after the date the Lease is terminated, for any reason, shall be deemed to have
been abandoned. In such event, Landlord shall have the right to claim from
Tenant all expenses and damages caused by Tenant's failure to remove such
property, and Tenant shall not have any right to compensation or claim against
Landlord as a result.

    14. INSURANCE.

    14.1  TENANT'S INSURANCE.  Tenant, at its expense, shall obtain and maintain
in effect as long as this Lease remains in effect and during such other time as
Tenant occupies the Leased Premises or any part thereof insurance policies
providing at least the following coverage:

    A. Public liability insurance, including insurance against assumed or
contractual liability under this lease, with respect to the Leased Premises, to
afford protection with limits of not less that five hundred

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<PAGE>
thousand dollars ($500,000) per occurrence and one million dollars ($1,000,000)
annual aggregate, combined single limit, with respect to personal injury and
death and property damage, such insurance to provide for no deductible;

    B.  All-risk property and casualty insurance, including theft, written at
replacement cost value and with replacement cost endorsement, covering all of
Tenant's Personal Property in the Leased Premises and all of the Alterations,
and all other things installed in the Leased Premises by or on behalf of Tenant,
and covering loss of income resulting from casualty; and

    C.  If, and to the extent, required by law, worker's compensation or similar
insurance offering statutory coverage and containing statutory limits.

    Such policies will be maintained in form reasonably acceptable to Landlord
and will be written as primary policy coverage and not contributing with, or in
excess of, any coverage, which Landlord shall carry. Tenant will deposit the
policy or policies of such required insurance or certificates thereof with
Landlord prior to Move-in, which policies shall name Landlord or its designee as
an additional named insured, as a loss-payee and shall also contain a provision
stating that such policy or policies shall not be canceled or materially altered
except after thirty (30) days written notice to Landlord. All such policies of
insurance shall be effective as of the date Tenant occupies the Leased Premises
and shall be maintained in force at all times during the Term of this Lease and
all other times during which Tenant shall occupy the Leased Premises. In
addition to the foregoing insurance coverage, Tenant shall require any
contractor maintain, at no expense to Landlord, during such times as the
contractor is working in the Leased Premises, a non-deductible
(i) comprehensive general liability insurance policy, including, but not limited
to, contractor liability coverage, contractual liability coverage, completed
operations coverage, broad form property damage endorsement and contractor's
protective liability coverage, to afford protection with limits per person and
for each occurrence, of not less than five hundred thousand dollars ($500,000),
combined single limit, with respect to personal injury and death and property
damage, such insurance to provide for no deductible, and (ii) worker's
compensation insurance or similar insurance in form and amounts as required by
law. In the event of damage to or destruction of the Leased Premises and the
termination of this Lease by Landlord pursuant to Section 15 herein, Tenant
agrees that it will pay Landlord all of its insurance proceeds relating to
Tenant's Improvements made in the Leased Premises by or on behalf of Tenant.

    14.2.  TENANT'S FAILURE TO INSURE.  If Tenant shall fail to obtain insurance
as required under this Section 14, Landlord may, but shall not be obligated to,
obtain such insurance, and in such event, Tenant agrees to pay, as Additional
Rent, the premium for such insurance upon demand by Landlord.

    14.3.  COMPLIANCE WITH POLICIES.  Tenant will not do or suffer to be done,
or keep, or suffer to be kept, anything in, upon or about the Leased Premises
which will contravene Landlord's policies insuring against loss or damage by
fire, other casualty, or any other cause, including without limitation, public
liability, or which will prevent Landlord from procuring such policies in
companies acceptable to Landlord. If any act or failure to act by Tenant in and
about this Office Building and the Leased Premises shall cause the rates with
respected insurance policies required to be maintained by Landlord under this
Section 14 or under the provisions of leases with respect to any other tenants
in the Office Building, to be increased beyond those rates that would normally
applicable for such coverage, Tenant will pay, as Additional Rent, the amount of
any such increases upon demand by Landlord.

    14.4.  WAIVER OF SUBROGATION.  Tenant will cause each insurance policy
carried by it insuring against liability or insuring the Leased Premises
(including the contents located in them) against loss by fire or any of the
casualties covered by the all-risk insurance required under this Lease to be
written in such a manner as to provide that in insurer waives all right of
recovery by way of subrogation or otherwise against Landlord in connection with
any loss or damage covered by such policies. Neither Landlord nor Tenant shall
be liable and both waive and release the other from any loss or damage covered
by any of the insurance policies required to be carried by both parties. If, by
reason of the preceding waiver, either party

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<PAGE>
shall be unable to obtain any such insurance, such waiver shall be deemed not to
have been made by such party and if either party shall be unable to obtain any
such insurance without the payment of an additional premium, then it shall so
notify the other party and, unless such party for the costs of the additional
premium within thirty (30) days after notice setting forth such requirement and
the amount of the additional premium, such waiver shall be of effect between
such party and such claiming party.

    15. DAMAGE AND DESTRUCTION.

    15.1.  LANDLORD'S OBLIGATION TO REPAIR AND RECONSTRUCT.  If the Leased
Premises shall be damaged by fire, the elements, accident, or other casualty
(any of such causes being referred to as a "Casualty"), but the leased Premises
shall not be rendered wholly or partially untenantable, Landlord shall promptly
cause such damage to be repaired and there shall be no abatement of Basic Rent.
If, as the result of Casualty, the leased Premises shall be rendered wholly or
partially untenantable, then, subject to the provisions of Section 15.2,
Landlord shall cause such damage to be repaired and Basic Rent shall be abated
proportionately as to the portion of the Leased Premises rendered untenantable
during the period of such untenantability. All such repairs shall be made at the
expense of Landlord, subject to Tenant's responsibility set forth in this Lease.
Landlord shall not be liable for interruption to Tenant's business or for damage
to or replacement or repair of Tenant's Personal Property, all of which damage,
replacement or repair shall be undertaken and completed by Tenant promptly.

    15.2.  LANDLORD'S OPTION TO TERMINATE LEASE.  If (i) the Leased Premises are
rendered wholly untenantable, or (ii) the lease Premises are damaged as a result
of any cause which is not covered by Landlord's insurance (Landlord agrees to
maintain, at all times, full comprehensive property insurance sufficient to
cover the leased premise customary within the industry) or (iii) the Office
Building is damaged to the extent of fifty percent (50%) or more of its gross
leasable area, or (iv) for reasons beyond Landlord's control, Landlord and
tenant must mutually consent to terminate this Lease by giving the Tenant or
Landlord notice of such election within ninety (90) days after the occurrence of
such event. If such notice is given, the rights and obligations of the parties
shall cease as of the date of such notice, and the Basic Rent and Additional
Rent (other than any Additional Rent due Landlord by reason of Tenant's failure
to perform any of its obligations under this Lease) shall be adjusted as of the
date of such termination.

    15.3  DEMOLITION OF THE BUILDING.  If the Building shall be so substantially
damaged that it is reasonably necessary, in Landlord's judgment, to demolish the
Office Building for the purpose of reconstruction, Landlord may demolish it, in
which event the Basic and Additional Rent shall be abated to the same extent as
if the Leased Premises were rendered untenantable by a casualty.

    15.4  INSURANCE PROCEEDS.  If Landlord does not elect to terminate this
lease pursuant to this Section 15, Landlord shall, subject to the terms of any
Mortgages, disburse and apply any insurance proceeds received by Landlord to the
restoration and rebuilding of the Office Building in accordance with
Section 15.1 of this Lease. All insurance proceeds payable with respect to the
Leased Premises and the Office Building shall belong and shall be payable to
Landlord.

    16. CONDEMNATION.

    16.1.  TERMINATION.  If either the entire Leased Premises or the Office
Building shall be acquired or condemned by any governmental authority under its
power of eminent domain for any public or quasi-public use or purpose, this
Lease shall terminate as of the date of vesting or acquisition of title in the
condemning authority and the rents shall be abated on that date. If less than
the whole but more than fifty percent (50%) of the Leased Premises or more than
fifty percent (50%) of the total area of the Office Building (even if the Leased
Premises are unaffected) or such portion of the Common Areas as shall render the
Leased Premises or the Office Building untenantable should be so acquired or
condemned, Landlord and Tenant shall each have the option to terminate this
Lease by notice given to the other within ninety (90) days after such taking. In
the event that such a notice of termination is given, this lease shall

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<PAGE>
terminate as of the date of vesting or acquisition of title in the condemning
authority and the rents shall be abated on that date.

    If (i) neither Landlord nor Tenant shall exercise their respective options
to terminate this lease, as set forth above, or (ii) some lesser portion of the
leased Premises or the Office Building, which does not give rise to a right to
terminate pursuant to this Section 16.1, is taken by the condemning authority,
this lease shall continue in effect, but from and after the date of the vesting
of title in the condemning authority, the Basic Rent payable during the
unexpired portion of the Term of this Lease shall be reduced in proportion to
the reduction in the Leased Premises, and any Additional Rent (other than
Additional Rent due Landlord by reason of Tenant's failure to perform its
obligations) shall be adjusted to reflect the diminution of the Leased Premises
or the Office Building, as the case may be.

    16.2  RIGHT TO AWARD.  Tenant shall have no claim against Landlord arising
out of the taking or condemnation, or arising out of the cancellation of this
Lease, or for any portion or the amount that may be awarded as damages as a
result of any taking or condemnation, or for the value of any unexpired portion
of the Term of this Lease, or for any property lost through condemnation, and
Tenant assigns to Landlord all its right, title, and interest in and to any such
award; provided, however, that, in the event of a total taking, Tenant may
assert any claim it may have against the condemning authority for compensation
for Tenant's Personal Property lost thereby and for any relocation expenses
compensable by statute and receive such awards as may be allowed in the
Condemnation proceedings provided that such awards shall be made in addition to,
and stated separately from, the award made to Landlord for the Office Building,
the underlying land, and the Leased Premises. Landlord shall have no obligation
to contest any taking or condemnation.

    17. BANKRUPTCY OF TENANT.

    Not withstanding any of the other provisions of this Lease, if Tenant shall
voluntarily or involuntarily come under the jurisdiction of the Federal
Bankruptcy Code and thereafter Tenant or its trustee in bankruptcy, under the
authority of and pursuant to applicable provisions of the Bankruptcy Code, shall
determine to assign this Lease, Tenant agrees that (i) Tenant or its trustee
will provide to Landlord sufficient information enabling it to independently
determine whether Landlord will incur actual and substantial detriment by reason
of such assignment and (ii) "adequate assurance of future performance" under
this lease, as that term is generally defined under the Federal Bankruptcy Code,
will be provided to Landlord by Tenant and its assignee as a condition of the
assignment.

    18. DEFAULT PROVISIONS AND REMEDIES.

    18.1.  EVENTS OF DEFAULT.  Each of the following shall be deemed default by
Tenant under this Lease:

    A. Failure of Tenant to pay Basic Rent, any Additional Rent, or any other
sum required to be paid under the terms of this Lease, including late charges,
within 10 business days after formal notification.

    B.  Failure by Tenant to perform any other term, covenant, agreement or
condition of this Lease, on the part of Tenant to be performed, for a period of
thirty (30) days after notice from the Landlord, unless such performance shall
reasonably require a longer period, in which case Tenant shall not be deemed in
default if Tenant commences the required performance promptly and the pursues
and completes such action diligently and expeditiously and in any event within
not more than thirty (30) days;

    C.  The filing of a tax lien against any property of Tenant which is not
bonded or discharged within thirty (30) days of the date such lien is filed;

    D. Abandonment of the Leased Premises by Tenant;

    E.  The commencement of any action or proceeding for the dissolution or
liquidation of Tenant or for the appointment of a receiver or trustee or the
property of Tenant, whether instituted by or against

                                       14
<PAGE>
Tenant, if not bonded or discharged within sixty (60) days of the date of the
commencement of such proceeding or action, and for purposes of this
subsection 18.1.e. the word "Tenant" shall also include any guarantor of
Tenant's obligations under this Lease;

    F.  The making by Tenant of any assignment for the benefit of creditors; and

    G. The sale of Tenant's interest in the Leased Premises under attachment,
execution, or similar legal process.

    18.2.  REMEDIES.  If a default occurs under the terms of this Lease,
Landlord may, at any time thereafter, at its election, with written notice to
Tenant, terminate this Lease and Tenant's right to possession of the leased
Premises and, with or without legal process, take possession of the Leased
Premises and remove Tenant, any occupant, and any property, without being guilty
of or liable for trespass and without relinquishing any right of Landlord
against Tenant.

    If this Lease is terminated in accordance with the immediately preceding
paragraph, Tenant shall be obligated to, and shall, pay to Landlord as damages,
upon demand, all expenses (including attorneys' fees) or any proceedings
instituted by Landlord to recover possession of the Leased Premises, and the
expenses of releasing the Leased Premises including, but not limited to, any
leasing commissions and alterations paid in connection with them plus at the
election of Landlord either:

    A. Liquidated damages determined as of the date of termination of the Lease,
in an amount equal to the excess, if any, of the sum of the aggregate Basic Rent
and the aggregate Additional Rent which would have been paid over the remaining
Term of this Lease had this Lease not been terminated, discounted to present
worth, over the then-current rental value of the Leased Premises, for such
remaining Term as determined by an independent real estate appraiser selected by
Landlord, discounted to present worth, and in determining such liquidated
damages, the Additional Rent for each Rental Year of such remaining Term shall
be assumed to equal the Additional Rent payable for the operating year
immediately preceding the operating year in which the default occurs, annualized
in the event that such preceding operating year is less than
twelve (12) months, and in determining present worth, a discount rate equal to
one percentage point above the discount rate then in effect at the Federal
Reserve Bank in Washington, D.C. shall be used; or

    B.  Damages (payable in monthly installments, in advance, on the first day
of each calendar month following such termination and continuing until the date
originally fixed for the expiration of the Term of this Lease) in amounts equal
to the sum of (i) an amount equal to the Installment of Basic Rent which would
have been payable by Tenant for such calendar month had this Lease not been
terminated and (ii) an amount equal to one twelfth ( 1/12) of the total
Additional Rent payable for the operating year immediately preceding the
operating year in which the default occurred, annualized to the extent that such
preceding operating year is less than twelve (12) months, less the rents, if any
collected by Landlord with respect to such calendar month pursuant to either
releasing the Leased Premises or portion of them or from any existing subleases
permitted under the terms of this Lease, it being agreed that (a) Landlord shall
be entitle to immediately bring a separate suit, action or proceeding to collect
any amount due from Tenant under this Section 18.2 for any calendar month and
any such suit, action, or proceeding shall not prejudice in any way the right of
Landlord to collect such amount due on account of any subsequent calendar month
by similarly proceeding and (b) in no event shall Landlord be required to
exercise any efforts whatsoever to release the Leased Premises.

    18.3  NO WAIVER.  No act or omission by Landlord shall be deemed to be an
acceptance of a surrender of the leased Premises or a termination of Tenant's
liabilities under this Lease, unless Landlord shall execute a written release to
Tenant. Tenant's liability shall not be terminated by the execution by Landlord
of any new lease for all or any portion of the leased Premises or the acceptance
of rent from any assignee or subtenant.

                                       15
<PAGE>
    18.4  REMEDIES NOT EXCLUSIVE.  All rights and remedies of Landlord set forth
in this lease shall be cumulative, and none shall exclude any other right or
remedy, now or later allowed by or available under any statute, ordinance, rule
or court, or the common law, either at law or in equity, or both. For the
purposes of any suit, this Lease shall be construed to be a divisible contract,
to the end that successive actions may be maintained on this Lease as successive
periodic sums shall mature under it. The failure of Landlord to insist, in any
one or more instance, upon a strict performance of any of the covenants, terms
and conditions of this Lease or to exercise any right or option contained in
this Lease shall not be construed as a waiver or a relinquishment for the
future, of such covenant, term, condition, right, or option, but they shall
continue and remain in full effect unless the contrary is expressed by Landlord
in writing. The receipt by Landlord or rents, with knowledge of the breach of
any covenant or the receipt by Landlord of less than the full rent due, shall
not be deemed a waiver of such breach or of the Landlord's right to receive the
full rents, and no waiver by Landlord of any provision of this Lease shall be
deemed to have been made unless expressed in writing and signed by Landlord.

    18.5.  PERSISTENT FAILURE TO PAY RENT.  In addition to any other remedies
available to Landlord pursuant to this Lease or by law, Landlord may, at any
time throughout the Term of this Lease, terminate this Lease upon Tenant's
default on three (3) separate occasions during any consecutive
twelve (12) month period of the Term of this Lease, regardless of whether or not
such subsequent defaults have been cured. Termination, pursuant to this
Section 18.5, shall effective upon Landlord's delivery to Tenant of a notice of
termination.

    19. LANDLORD'S RIGHT TO CURE.

    If Tenant shall default in the performance of any term of this Lease on
Tenant's part to be performed, Landlord, without waiving such default, may, but
shall not be obligated to, cure such default for the account and at the expense
of Tenant, without notice in case of emergency and upon ten (10) days' prior
notice in all other cases. Landlord may enter the Leased Premises at any time to
cure any default without incurring any liability to Tenant, or anyone claiming
through or under Tenant, and any costs and expenses incurred by Landlord in so
carrying out Tenant's obligations shall be paid immediately by Tenant as
Additional Rent upon demand by Landlord.

    20. INDEMNITY BY TENANT.

    To the maximum extent permitted by law, Tenant will indemnify, hold
harmless, and (at Landlord's option) defend Landlord, its agents, servants, and
employees from and against all claims, actions, losses, costs, and expenses
(including attorneys' fees), judgments, settlement payments, and, whether or not
reduced to final judgment, all liabilities, damages, or fines paid, incurred, or
suffered by Landlord in connection with or arising from (a) any default by
Tenant under the terms of this Lease, (b) the use or occupancy of the Leased
Premises and at the Common Areas by Tenant or any person claiming through or
under Tenant, or (c) any acts or omissions of Tenant or any contractor, agent,
employee, invitee, or licensee of Tenant in or about the Leased Premises or the
Office Building.

    21. LIMITATION OF LANDLORD LIABILITY.

    The term "Landlord" as used in this Lease shall mean only the owner or the
Mortgagee or its trustees, as the case may be, then in possession of the Office
Building so that in the event of any transfer by Landlord of its interest in the
Office Building, the Landlord in possession immediately prior to such transfer
shall be, and is, entirely released and discharged from all covenants,
obligations, and liabilities of Landlord under this Lease. If Tenant obtains a
money judgement against Landlord, any of its partners, or its successors or
assignees under any provisions of, or with respect this Lease, or on account of
any matter, condition or circumstance arising out of the relationship of the
parties under this Lease, Tenant's occupancy of the Office Building or
Landlord's ownership of the Office Building, Tenant shall be entitled to execute
upon such judgment only upon Landlord's interest in the Leased Premises
(whichever is applicable) and not out of any other assets of Landlord, any of
its partners, or its successors or assignees; and Landlord shall be entitled to
have any such judgment so qualified so as to constitute a lien only on such
estate of Landlord, subject to any liens antedating such judgment; provided,
however, that this sentence shall be inapplicable to the extent that the
judgment against Landlord is covered by insurance.

                                       16
<PAGE>
    22. INTENTIONALLY LEFT BLANK.

    23. ASSIGNMENT AND SUBLETTING.

    Tenant agrees for itself and its permitted successors and assigns in
interest that it will not (i) assign or otherwise transfer, mortgage, or
otherwise encumber this lease or any of its rights under this Lease;
(ii) sublet the Leased Premises or any part of them or permit the occupancy or
use of the Leased Premises or any part of them by any person other than Tenant;
or (iii) permit the assignment or other transfer of this Lease or any of
Tenant's rights under it by operation of law (each of the events referred to in
the preceding clauses (i), (ii) and (iii) being referred to as a "Transfer"),
without the prior written consent of Landlord in each instance first obtained,
which consent shall not be reasonably withheld by the Landlord, and any consent
given shall not constitute a consent to any later Transfer. Any attempted
Transfer without Landlord's consent shall be void and shall not confer any
rights upon any purported transferee, assignee, mortgagee, sublessee, or
occupant. No Transfer, regardless of whether Landlord's consent has been granted
or withheld, shall be deemed to release Tenant from any of its obligations or to
alter, impair, or release the obligations of any person guaranteeing the
obligations of Tenant.

    If Tenant is a corporation, the stock of which is not publicly traded, any
transfer of Tenant's issued and outstanding capital stock or any issuance of
additional capital stock, as a result of which the majority of the issued and
outstanding capital stock of Tenant is held by a corporation, firm, or person or
persons who do not hold a majority of the outstanding capital stock as of the
date of this Lease, shall be deemed a prohibited Transfer under this
Section 23. Further, if Tenant is a partnership, any Transfer of any interest in
the partnership or any other change in the composition of the partnership, which
results in a change in management of Tenant from the person or persons managing
the partnership as of the date of this Lease, shall be deemed a prohibited
Transfer under this Section 23.

    If Landlord consents to a Transfer of this Lease and at the amount of the
rents (or other compensation) to be paid to the Tenant on a per square foot
basis by any such transferee is greater than the rents required to be paid on a
per square foot basis by the Tenant to the Landlord pursuant to this Lease or a
premium is to be paid on a per square foot basis to Tenant for an assignment of
this Lease, Tenant shall pay to Landlord any such excess or any such premium on
a per square foot basis, as the case may be, upon receipt by Tenant from such
transferees. Thus, if tenant is being charged by Landlord for example $20 per
foot and the tenant is charging their subleasee $21 per foot then the tenant
must pay landlord $1 per square foot extra per square foot. Thus, the tenant
above and beyond their current rental payment would pay one dollar per square
foot extra to the landlord.

    Notwithstanding anything contained in this Section 23, in the event that, at
any time and from time to time before to or during the Term of this Lease,
Tenant desires to Transfer this Lease in whole or in part, Tenant shall submit
to Landlord (i) in writing, the name and address of the proposed subtenant or
assignee, a reasonably detailed statement of the proposed subtenant's or
assignee's business and reasonably detailed financial references and information
concerning the financial condition of the proposed subtenant or assignee; and
(ii) a fully-executed copy of the final proposed sublease or assignment, the
effective date of which shall be at least thirty (30) days after the date on
which Tenant shall have furnished Landlord with all of the information required
pursuant to (i) above and which shall be conditioned on Landlord's consent to it
and (iii) an agreement in form and substance satisfactory to Landlord by Tenant
to indemnify Landlord against liability resulting from any claim made against
Landlord by the proposed assignee or subtenant or by any broker claiming a
commission in connection with the proposed Transfer. Tenant agrees to pay
Landlord all costs reasonable and customary incurred by Landlord in connection
with any actual or proposed Transfer, including, without limitation, the costs
of making investigations as to the acceptability of a proposed subtenant or
assignee and legal costs incurred in connection with any requested consent.
Landlord agrees to respond to Tenant's written request by certified mail within
30 days of tenant's written request and receipt of all documentation.

                                       17
<PAGE>
    No transfer consented to by Landlord shall be valid unless Tenant shall
deliver to Landlord, with ten (10) days after Landlord's written consent has
been received, a duplicate original sublease, duly executed by Tenant, as the
case may be, in form and substance satisfactory to Landlord, and in case of an
assignment, an instrument in form and substance satisfactory to Landlord, duly
executed by the assignee and the Tenant, in which such assignee shall agree to
assume, observe, perform, and to be personally bound by, all of Tenant's
obligations under this Lease and the Tenant shall agree to remain primarily
liable for such obligations.

    Any levy or sale in execution of a judgment or any assignment of sale in
bankruptcy, or insolvency, or the appointment of a receiver or Trustee by a
state or federal court shall be deemed a Transfer within the meaning and terms
of this Section 23 shall apply to the extent permitted by applicable law.

    24. HOLDING OVER.

    Tenant agrees to vacate the Leased Premises at the end of the Term of this
Lease, and Landlord shall be entitled to the benefit of all summary proceedings
to recover possession of the Leased Premises at the end of the Term of this
Lease, as if statutory notice had been given. If Tenant remains in possession of
the Leased Premises after the expiration of the Term of this Lease, such action
shall not renew this Lease by operation of law and nothing in this Lease shall
be deemed as consent by Landlord to Tenant's remaining in the Leased Premises.
If Tenant fails to vacate the Leased Premises as required, Landlord may consider
Tenant either: (i) a "Tenant-at-Will" liable for the payment rent at the ten
market rate as determined by Landlord or (ii) as a "Tenant-Holding Over" liable
for an amount equal to the actual damages incurred by Landlord as a result of
Tenant's holding over, including, without limitation, all incidental prospective
and consequential damages and attorney's fees, but in no event shall such amount
be less than 200% of Basic Rent then payable and all other Additional Rent
reserved applicable to the period of the holdover. In either event, all other
covenants of this Lease shall remain in effect.

    25. SUBORDINATION AND ATTORNMENT.

    This Lease is subject and subordinate to the liens of all Mortgages, deeds
of trust, and other security instruments placed upon the Office Building or the
land on which the Office Building sits or any portion of them and all ground and
other underlying leases from which Landlord's interest is derived (said
Mortgages, deeds of trust, other security instruments, and ground leases being
referred to as "Mortgage" or "Mortgages" and the mortgagees, beneficiaries,
secured parties, and ground lessors, from time to time being call the
"Mortgagee" or "Mortgagees"), and to all renewals, extensions, modifications, or
refinancing. Tenant agrees that, if any proceedings are brought for the
foreclosure of any of the Mortgages, Tenant, if requested to do so by the
purchaser at the foreclosure sale, shall attorn to the purchaser, recognize the
purchaser as the Landlord under this Lease, and make all payments required under
this Lease to such new Landlord without any deduction or set-off of any kind
whatsoever. Tenant waives the provisions of any law or regulation, now or
hereafter in effect, which may give, or purport to give, Tenant any right to
terminate this Lease or to alter the obligations of Tenant hereunder in the
event that any such foreclosure or termination or other proceeding is prosecuted
or completed. If requested by Landlord or any Mortgagee, Tenant shall promptly
execute any certificate or document in such form and substance as may be
determined by Landlord or such Mortgagee confirming the subordination and
attornment provisions contained in this Section 25 and such other matters
required by such Mortgagee. Notwithstanding anything contained in this
Section 25 to the contrary, any mortgagee may at any time subordinate the lien
of its Mortgage to the operation and effect of this Lease without obtaining the
Tenant's consent, by giving the Tenant written notice, in which event this Lease
shall be deemed to be senior to such Mortgage without regard to the respective
dates of execution or recordation of such Mortgage and this Lease and such
Mortgagee shall have the same rights as to this Lease as it would have had were
this Lease executed and delivered before the execution of such Mortgage.

                                       18
<PAGE>
    26. ESTOPPEL CERTIFICATES.

    Tenant shall, without charge, at any time and from time to time, within ten
(10) days after receipt of request by Landlord, execute, acknowledge, and
deliver to Landlord a written estoppel certificate, in form and substance as may
be determined by Landlord, certifying to Landlord, its Mortgagees, any purchaser
of Landlord's interest in the Building, or any other person designated by
Landlord, as of the date of such estoppel certificate, the following:
(i) whether Tenant is in possession of the Leased Premises; (ii) whether this
Lease is in full effect; (iii) whether there have been any amendments to this
Lease, and if so, specifying such amendments; (iv) whether there are then
existing any set-off or defenses against the enforcement of any rights under
this Lease, and if so, specifying such matters in detail; (v) the dates, if any,
to which any rent or other charges have been paid in advance and the amount of
any Security Deposit held by Landlord; (vi) that Tenant has no knowledge of any
then existing defaults of Landlord under this Lease, or if there are such
defaults, specifying them in detail; (vii) that Tenant has now knowledge of any
event having occurred that authorizes that authorizes the termination of the
Lease by Tenant, or if such event has occurred, specifying it in detail;
(viii) the address to which notices to Tenant under this Lease should be sent;
and (ix) such other items and matters as may be required by Landlord or
Landlord's Mortgagees. Any such certificate may be relied upon by the person or
entity to whom it is directed or by any other person or entity who could
reasonably be expected to rely on it in the normal course of business. The
failure of Tenant to execute, acknowledge, and deliver such a certificate in
accordance with this Section 26 within ten (10) days after a request by Landlord
shall constitute an acknowledgment by Tenant, which may be relied on by any
person who would be entitled to rely upon any such certificates, that such
certificate as submitted by Landlord to Tenant is correct.

    27. FORCE MAJEURE.

    Landlord shall not be deemed in default with respect to any of the terms
covenants, and conditions of this Lease on Landlord's part to be performed, if
Landlord fails to timely perform them and such failure is due in whole or in
part to any strike, lockout, labor trouble (whether legal or illegal), civil
disorder, inability to procure materials, weather, flood, failure of power,
restrictive governmental laws and regulations, failure of governmental bodies to
issue necessary certificates and permits, riots, insurrections, war, fuel
shortages, accidents, casualties, Acts of Nature, acts caused directly or
indirectly by Tenant (of Tenant's agents, employees or transferee), or any other
cause beyond the commercially reasonable control of Landlord.

    28. LANDLORD'S ACCESS TO PREMISES.

    Landlord and its agent may at any time and without incurring any liability
to Tenant, other than liability for personal injuries and damages resulting
directly from the negligence of Landlord or its agents, enter the Leased
Premises to inspect them or to make alterations or repairs or for any purpose
which Landlord considers necessary for the repair, operation, or maintenance of
the Office Building; provided, however, that in the case of an emergency,
Landlord may enter the Leased Premises at any time. Tenant shall allow the
Leased Premises to be exhibited by Landlord (i) at any time to any
representative of a lending institution or to any prospective purchaser of the
Office Building or Landlord's interest in it or (ii) within six (6) months of
the end of Term of this Lease to any persons who may be interested in leasing
the Leased Premises.

    29. INTENTIONALLY LEFT BLANK.

    30. INTENTIONALLY LEFT BLANK.

    31. RECORDATION.

    Neither Landlord nor Tenant shall record this Lease, any amendment to this
Lease, or any other memorandum of this Lease without the prior written consent
of the other party, and, in the event such

                                       19
<PAGE>
consent is given, the party requesting such consent and recording shall pay all
transfer taxes, recording fees, and other charges in connection with such
recording. Notwithstanding the above, Tenant covenants that if at any time any
Mortgagee shall require the recordation of this Lease, or if the recordation of
this Lease shall be required by any valid governmental order, or if any
governmental authority having jurisdiction in the matter shall assess and be
entitled to collect transfer taxes, documentary stamp taxes, or both, on this
Lease, Tenant, upon the request of Landlord, will execute such instruments,
including a Memorandum of this Lease, as may be necessary to record this Lease,
and pay all recording fees, transfer taxes, and documentary stamp taxes, payable
on, or in connection with this Lease or such recordation.

    32. MISCELLANEOUS.

    32.1.  SEPARABILITY.  In the event any provision of this Lease is held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
the validity or enforceability of any other provision hereof.

    32.2.  APPLICABLE LAW.  This Lease shall be given effect and construed by
application of the Commonwealth of Virginia, and any action or proceeding
arising hereunder shall be brought in the courts of the Commonwealth of
Virginia.

    32.3.  AUTHORITY.  Tenant represents and warrants that Tenant is duly
organized and validly existing; and that this Lease has been authorized by all
necessary parties, is validly executed by an authorized officer or agent of
Tenant, and is binding upon and enforceable against Tenant in accordance with
its terms.

    32.4.  INTEGRATION OF AGREEMENTS.  This writing is intended by the Landlord
and Tenant as a final expression of their agreement and is a complete and
exclusive statement of its terms, and all negotiations, considerations, and
representations between the parties are incorporated in this Lease. No course of
prior dealings between the Landlord and Tenant or their agents shall be relevant
or admissible to supplement, explain, or vary any of the terms of this Lease.
Acceptance of, or acquiescence to, a course of performance rendered under this
Lease or any prior agreement between the parties or their agents shall not be
relevant or admissible to determine the meaning of any of the terms or covenants
of this Lease. Other than as specifically set forth in this Lease, no
representations, understandings, or agreements have been made or relied upon in
the making of this Lease. This Lease can only be modified by in writing signed
by each of the parties to it.

    32.5.  THIRD PARTY BENEFICIARY.  Nothing contained in this Lease shall be
construed so as to confer upon any other party the rights of a third party
beneficiary.

    32.6.  CAPTIONS; GENDER.  The captions used in this Lease are for
convenience only and do not in any way limit or amplify its terms and
provisions. As used in this Lease and where the content so requires, the
singular shall be deemed to include the plural and the masculine shall be deemed
to include the feminine and neuter, and vice-versa.

    32.7.  SUCCESSORS AND ASSIGNEES.  The terms, provisions, and covenants
contained in this Lease shall apply to, inure to the benefit of, and be binding
upon the parties and their respective heirs, personal representatives,
successors and permitted assignees.

    32.8.  WAIVER OF JURY TRIAL.  LANDLORD AND TENANT EXPRESSLY WAIVE TRIAL BY
JURY IN ANY ACTION OR PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST
THE OTHER PARTY ON EVERY MATTER, DIRECTLY OR INDIRECTLY ARISING OUT OF OR WITH
RESPECT TO THIS LEASE, INCLUDING, WITHOUT LIMITATION, THE RELATIONSHIP OF
LANDLORD AND TENANT, THE USE AND OCCUPANCY BY TENANT OF THE LEASED PREMISES, AND
STATUTORY REMEDY, OR CLAIM OF INJURY OR DAMAGE.

    32.9.  COUNTERPARTS.  This Lease may be executed in a number of counterpart,
all of which shall for all purposed be deemed an original and bind the Landlord
and Tenant.

                                       20
<PAGE>
    32.10.  NOTICES.  All notices, demands, and requests required under this
Lease shall be in writing. All such notices, demands and requests shall be
deemed to have been properly given if delivered by hand with evidence of receipt
or if sent by United States registered or certified mail, return receipt
requested, postage prepaid, addressed to Landlord or to Tenant, at the addresses
listed in Section 1.6 of this Lease. Either party may designate a change of
address by written notice to the other party, in the manner set forth above.
Notices, demands, and requests which shall be served by registered or certified
mail in the above manner shall be deemed to have been given at the time of
mailing.

    32.11.  EFFECTIVE DATE OF THIS LEASE.  Unless otherwise expressly provided,
all terms, conditions, and covenants by Tenant contained in this lease shall be
effective as of the date of this Lease in accordance with the terms of this
Lease.

    32.12.  MORTGAGEE'S PERFORMANCE.  Tenant shall accept performance of any of
Landlord's obligations under this Lease by any Mortgagee.

    32.13.  MORTGAGEE'S LIABILITY.  No Mortgagee not in possession of the Office
Building shall have any liability whatsoever under this Lease.

    32.14.  WAIVER OF REDEMPTION.  The parties stipulate that the leased
Premises hereby leased are leased exclusively for commercial purposes within the
meaning of Virginia law, and that the provisions of any existing or future
statue pertaining to redemption of reversionary interests under leases shall be,
to the extent enforceable, inapplicable to this Lease.

    IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be
executed under seal the day and year first above written.

<TABLE>
<CAPTION>

<S>                                            <C>
                                               LANDLORD:
                                               RESTON L.L.C.

                                               "signed"
                                               --------------------------------------------
                                               By: Iradj Sadeghian M.D.
                                               Title: Manager

                                               TENANT:
                                               SIDEWARE CORPORATION

                                               "signed"
                                               --------------------------------------------
                                               By: Mr. James L. Speros
                                               Title: President & C.O.O.
</TABLE>

STATE OF

COUNTY OF ____________, to-wit:

                                       21
<PAGE>
    Personally appeared before me, the undersign authority, a Notary Public in
and for the State and County aforesaid, the within named bargain or Dr. Iradj
Sadeghian with who I am personally acquainted and who acknowledged that he is
the Manager of Reston L.L.C., and that he executed the within instrument on
behalf of RESTON L.L.C. for the purposes therein contained.

    witness my had and official seal this ______ day of ____________, 2000

    (SEAL)

                                           NOTARY PUBLIC

My Commission expires: ____________.

COMMONWEALTH OF VIRGINIA,

COUNTY OF ____________, to-wit:

    Personally appeared before me, the undersign authority, a Notary Public in
and for the State and County aforesaid, the within named bargain or
Mr. James L. Speros with who I am personally acquainted and who acknowledged
that he is the President and C.O.O. of Sideware Corp. and that he executed the
within instrument on behalf of Sideware Corp. for the purposes therein
contained.

    witness my had and official seal this ______ day of ____________, 2000

(SEAL)

                                           NOTARY PUBLIC

My Commission expires: ____________.

                                       22
<PAGE>
                             RULES AND REGULATIONS

     1. No sign, placard, picture, advertisement, name or notice shall be
inscribed, displayed or printed affixed on or to any part of the outside or
inside of the Building without the reasonable written consent of Landlord first
had and obtained and Landlord shall have the right to remove any such unapproved
sign, placard, name or notice without notice to and at the expense of Tenant.

    All approved signs or lettering on doors shall be printed, painted, affixed
or inscribed at the expense of Tenant by a person approved of by Landlord.

    Tenant shall not place anything or allow anything to be placed near the
glass of any window, door, partition or wall which may appear unsightly from
outside the Premises, provided, however, that Landlord may furnish and install a
Building standard window covering at all exterior windows. Tenant shall without
prior written consent of Landlord cause or otherwise sunscreen any window.

     2. The sidewalks, halls, passages, exits, entrances, elevators and
stairways shall not be obstructed by any of the tenants or used by them for any
purpose other than for ingress and egress from their respective Premises.

     3. Tenant shall not alter any lock or install any new or additional locks
or any bolts on any doors or windows of the Premises.

     4. The toilet rooms, urinals, wash bowls and other apparatus shall not be
used for any purpose other than that for which they were constructed and 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 transferee shall have
caused it.

     5. Tenant shall not overload the floor of the Premises or in any way deface
the Premises or any part thereof.

     6. Intentionally left blank.

     7. Tenant shall not use, keep or permit to be used or kept any foul or
noxious gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner offensive or objectionable to the Landlord or other
occupants of the Building, by reason of noise, odors and/or vibrations or
interfere in nay way with other tenants or those having business therein, nor
shall any animals or birds be brought in or kept in or about the Premises or the
Building.

     8. No cooking requiring a "hooded oven" shall be done or permitted by any
Tenant or subtenant on the Premises, nor shall the Premises be used for the
storage of merchandise, for washing clothes, for lodging, or for any improper,
objectionable or immoral purposes. Tenant shall be permitted to occasionally
perform outdoor grilling provided said grilling is in conjunction with all
state, city, and fire code ordinances.

     9. Tenant shall not use or keep in the Premises or the Building kerosene,
gasoline or inflammable or combustible fluid or material, or use any method of
hearing or air conditioning other than supplied by Landlord.

    10. Landlord will direct electricians as to where and how telephone and
telegraph wires are to be introduced. No boring or cutting for wires will be
allowed without the consent of the Landlord. The location of telephones, cal
boxes, and other office equipment affixed to the Premises shall be subject to
the approval of Landlord.

    11. Intentionally left blank.

    12. Landlord reserves the right to exclude or expel from the Building any
person who, in the judgment of Landlord, is intoxicated or under the influence
of liquor or drugs, or who shall in any manner do any act in violation of any of
the rules and regulations of the Building.

                                       23
<PAGE>
    13. Intentionally left blank.

    14. Landlord shall, upon receiving notification by the United States Postal
Service of their (USPS) desire, have the right, exercisable without notice and
without liability to Tenant, to change the name and street address of the
Building of which the Premises are a part.

    15. Intentionally left blank.

    16. Without the written consent of Landlord, Tenant shall not use the name
of the Building in connection with or in promoting or advertising the business
of Tenant except as Tenant's address.

    17. Intentionally left blank.

    18. All entrance doors in the Premises shall be left locked when the
Premises are not in use, and all doors opening to public corridors shall be kept
closed except for normal ingress and egress from the Premises.

    19. The Building is a non-smoking and Tenant, its invitees, clients and
personnel shall refrain from smoking in or around the Premises or the Building,
including the loading dock, for up to a minimum distance of twenty-five
(25) feet. Landlord will designate the smoking area, if any, where Tenant will
be permitted to smoke.

                                       24