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                                                                    Exhibit 10.3








                                  OFFICE LEASE

                                 by and between

                            RESTON PLAZA I & II, LLC,

                                  ("Landlord")

                                       and

                            MEMBER-LINK SYSTEMS, INC.

                                   ("Tenant")





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                                TABLE OF CONTENTS

Section                                                                     Page
-------                                                                     ----

1.   DEMISE....................................................................1

2.   LEASE TERM................................................................1

3.   RENT......................................................................2

4.   PERMITTED USE.............................................................3

5.   EXPENSES..................................................................4

6.   ADDITIONAL RENT...........................................................5

7.   SORTING AND SEPARATION OF REFUSE AND TRASH................................6

8.   HAZARDOUS SUBSTANCES......................................................7

9.   INSURANCE.................................................................8

10.  DAMAGE OR DESTRUCTION....................................................10

11.  INDEMNIFICATION..........................................................10

12.  ASSIGNMENT AND SUBLETTING................................................11

13.  CARE OF PREMISES.........................................................13

14.  ALTERATION BY TENANT.....................................................13

15.  CONDEMNATION.............................................................13

16.  SUBORDINATION............................................................14

17.  ACCESS TO PREMISES.......................................................14

18.  RULES AND REGULATIONS....................................................15

19.  COVENANTS OF RIGHT TO LEASE..............................................15

20.  MECHANICS LIENS..........................................................15

21.  EXPIRATION OF LEASE AND SURRENDER OF POSSESSION..........................15

22.  DEFAULT-REMEDIES.........................................................16





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Section                                                                     Page
-------                                                                     ----

23.  RE-ENTRY BY LANDLORD.....................................................19

24.  ADDITIONAL RIGHTS TO LANDLORD............................................20

25.  SUCCESSORS, ASSIGNS AND LIABILITY........................................20

26.  NOTICES..................................................................20

27.  MORTGAGEE'S APPROVAL.....................................................21

28.  ESTOPPEL CERTIFICATES....................................................21

29.  DEFAULT RATE OF INTEREST.................................................21

30.  EXCULPATORY PROVISIONS...................................................21

31.  MORTGAGE PROTECTION......................................................22

32.  RECIPROCAL COVENANT ON NOTIFICATION OF ADA VIOLATIONS....................22

33.  LAWS THAT GOVERN.........................................................22

34.  FINANCIAL STATEMENTS.....................................................22

35.  PARKING..................................................................23

36.  SIGNAGE..................................................................23

37.  RECORDATION..............................................................23

38.  FORCE MAJEURE............................................................23

39.  LANDLORD'S LIEN..........................................................23

40.  BROKERS..................................................................24

41.  CONFIDENTIALITY..........................................................24

42.  LEASE/DEED OF LEASE......................................................24

43.  MISCELLANEOUS............................................................24

EXHIBIT A - Premises

EXHIBIT B - Improvements





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Section                                                                     Page
-------                                                                     ----

EXHIBIT C - Declaration of Lease Commencement

EXHIBIT D - Rules and Regulations





                                     - iii -

<PAGE>




                             OFFICE LEASE AGREEMENT


         THIS OFFICE LEASE AGREEMENT ("Lease") is made by and between RESTON
PLAZA I & II, LLC, whose address for the purpose of this Lease shall be 801
Grand Avenue, Des Moines, Iowa 50392-1360, hereinafter referred to as
"Landlord," and MEMBER-LINK SYSTEMS, INC. whose address for the purpose of this
Lease shall be 12020 Sunrise Valley Drive, Reston, Virginia 20191, hereinafter
referred to as "Tenant."

IT IS AGREED AS FOLLOWS:

1.       DEMISE.

         Landlord does hereby lease to Tenant and Tenant does hereby lease from
         Landlord the premises consisting of approximately 6,455 square feet of
         net rentable area (the "Premises") located in the property known as
         Reston Plaza II at 12020 Sunrise Valley Drive, Reston, Virginia (the
         "Property"). The Premises is located within the Property specifically
         identified on the plan attached hereto and marked Exhibit "A" as
         incorporated herein by reference. The Premises does not include the
         roof or exterior surfaces of the walls of the Premises or the Property,
         or any improvements or areas outside of such walls, all of which are
         reserved for Landlord's exclusive use.

         Improvements. Tenant to accept premises in as-is condition. Landlord
         will clean carpet and re-key suite at Landlord's sole cost and expense.

2.       LEASE TERM.

         The term of this Lease shall be for a period of sixty (60) months,
         commencing on the 15th day of October, 1999 ("Commencement Date") and
         ending at midnight on the 31st day of October, 2004 ("Lease Term"). If
         for any reason Landlord cannot deliver possession of the Premises to
         the Tenant on or before the Commencement Date, Tenant shall not be
         obligated to pay Rent until possession of the Premises is tendered to
         Tenant. In such event, the Lease Term shall be extended so that the
         term remains sixty (60) months. If the Commencement Date occurs, or the
         Premises are delivered, on a date other than the first day of the
         month, Rent for that month shall be prorated and the Lease Term shall
         be extended so that the term shall be sixty (60) months from the first
         day of the following month. In the event that delivery of possession
         results from Tenant's failure to perform work for which Tenant is
         responsible, or Tenant fails to finish or approve the plans and
         specifications as provided above, or fails to make timely selections of
         materials, color choices or other matters for which Tenant is
         responsible, Rent and Additional Rent shall, nonetheless, commence on
         the Commencement Date. If Tenant occupies the Premises prior to the
         Commencement Date, such occupancy shall be subject to all provisions
         hereof and shall not advance the last day of the Lease Term, and Tenant
         shall pay Rent for such period at the initial monthly rate set forth
         below.

         At the request of Landlord, Tenant hereby agrees to execute a
         declaration in the form attached hereto as Exhibit C ("Declaration") as
         incorporated herein by reference. Tenant's failure to




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         execute the Declaration shall not affect the Commencement Date or the
         Lease Term, as same are determined by the terms of this Lease.

3.       RENT.

         a.       Rent. Tenant shall pay for the use and occupancy of the
                  Premises a base rental ("Rent") as set forth in the following
                  schedule:


                                                            Annual Base Rent
                       Months            Monthly Rent        Per Square Foot
                       ------            ------------        ---------------

               10/15-10/31/99               $6,723.96            $25.00
                         1-12              $13,447.92            $25.00
                        13-24              $13,851.35            $25.75
                        25-36              $14,265.55            $26.52
                        37-48              $14,695.88            $27.32
                        49-60              $15,146.98            $28.14


         Rent shall be paid on the first day of each month in advance without
         demand, notice, deduction, offset, or counterclaim during the Lease
         Term. Rent for any period during the Lease Term which is less than one
         month shall be a pro rata portion of the monthly installment. Rent
         shall be payable in lawful money of the United States to Landlord at
         the address stated herein or to such other persons or at such other
         places as Landlord may designate in writing.

         b.       Cost-of-Living Adjustment. INTENTIONALLY DELETED.

         c.       Place of Payment. Rent, Additional Rent and other sums owed by
                  Tenant shall be paid to Landlord at Reston Plaza I & II, LLC,
                  c/o First Tennessee Bank, PO Box 1000, Department 149,
                  Memphis, TN 38148-0149 or at such place as Landlord may
                  designate from time to time in writing.

         d.       Late Charge. Tenant hereby acknowledges that late payment by
                  Tenant of Rent, Additional Rent or other sums due hereunder
                  will cause Landlord to incur costs not contemplated by this
                  Lease. Therefore, if any installment of Rent, Additional Rent
                  or any other sum due from Tenant shall not be received by
                  Landlord within five (5) days of when such amount is due,
                  Tenant shall pay to Landlord a late charge of six percent (6%)
                  of such overdue amount for each and every month that said
                  amounts due hereunder are not paid or are late beyond five (5)
                  days after the due date for such amounts. Additionally, Tenant
                  shall pay to Landlord the Default Rate (as set forth in
                  Section 29) on all sums in default. Acceptance of such late
                  charge and/or the Default Rate by Landlord shall in no event
                  constitute a waiver of Tenant's default with respect to such
                  overdue amount, or prevent Landlord from exercising any other
                  right or remedy available to Landlord.

         e.       Receipt. Receipt is hereby acknowledged of the sum of Thirteen
                  Thousand Four Hundred Forty Seven and 92/100 Dollars
                  ($13,447.92) in payment of the Rent for the first month of the
                  Lease Term.




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         f.       Security Deposit. Tenant shall deposit with Landlord upon
                  execution hereof Forty Thousand Three Hundred Forty Three and
                  76/100 Dollars ($40,343.76) in immediately available funds as
                  security for Tenant's faithful performance of Tenant's
                  obligations hereunder ("Security Deposit"). If Tenant fails to
                  pay Rent, Additional Rent or other charges due hereunder or
                  otherwise defaults with respect to any provision of the Lease,
                  Landlord may use, apply or retain all or any portion of the
                  Security Deposit for the payment of any Rent, Additional Rent
                  or other charge in default or for the payment of any other sum
                  to which Landlord may become obligated, or which Landlord may
                  incur, by reason of Tenant's default, or to compensate
                  Landlord for any loss or damage which Landlord may suffer
                  thereby. If Landlord so uses or applies all or any portion of
                  the Security Deposit, Tenant shall within ten (10) days after
                  written demand therefor deposit cash with Landlord in an
                  amount sufficient to restore the Security Deposit to the full
                  amount herein above stated and Tenant's failure to do so shall
                  be a material breach of this Lease. Landlord shall not be
                  required to keep the Security Deposit separate from its
                  general accounts. If Tenant performs all of Tenant's
                  obligations hereunder, the Security Deposit, or so much
                  thereof as has not theretofore been applied by Landlord, shall
                  be returned, without payment of interest or other increment
                  for its use, to Tenant (or at Landlord's option, to the last
                  assignee, if any, of Tenant's interest hereunder) within
                  ninety (90) days of the later of (i) the last day of the Lease
                  Term, (ii) the date Tenant vacated the Premises, or (iii) the
                  date Tenant has fulfilled all its obligations hereunder. No
                  trust relationship is created herein between Landlord and
                  Tenant regarding the Security Deposit.

                  Notwithstanding the foregoing, so long as the Tenant is not in
                  default of the Lease, Tenant shall have a right to reduce the
                  amount of the Security Deposit by Thirteen Thousand Four
                  Hundred Forty Seven and 92/100 Dollars ($13,447.92) at the end
                  of the twelfth (12th) month of the Lease Term, so that the
                  amount of Twenty Six Thousand Eighty Hundred Ninety Five and
                  84/100 Dollars ($26,895.84) shall remain as the Security
                  Deposit for the remainder of the Lease Term.

                  Tenant hereby agrees not to look to any mortgagee as
                  mortgagee, mortgagee-in-possession or successor in title to
                  the Premises for accountability for the Security Deposit
                  unless the Security Deposit has actually been received by said
                  mortgagee as security for Tenant's performance of this Lease.
                  Landlord may deliver the Security Deposit to any purchaser of
                  Landlord's interest in the Premises, and thereupon Landlord
                  shall be discharged from any further liability with respect to
                  the Security Deposit.

         g.       Pro Rata Share. Tenant's pro rata share is 13.20% ("Pro Rata
                  Share").

4.       PERMITTED USE.

         Tenant covenants that the Premises will be used solely for general
         office purposes ("Permitted Use"). Tenant further covenants that the
         Premises will not be used or occupied for any unlawful purposes. Tenant
         agrees to and shall use the Premises solely for the purpose of
         conducting the Permitted Use and for no other business or purpose.
         Tenant also agrees not to conduct any catalogue, mail or telephone
         order sales in or from the Premises, except of merchandise which Tenant
         is permitted to sell "over the counter" in the Premises. Tenant agrees
         to conduct Tenant's business in the Premises under Tenant's Trade Name,
         which Tenant represents that it has the




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         right to use. Tenant acknowledges that the Permitted Use is not a use
         granted exclusively to Tenant and that Landlord reserves the right to
         lease premises in the Property to others for the same or a similar
         permitted use. Tenant further acknowledges that it has received no
         written or oral inducements from Landlord or any of Landlord's
         representatives concerning this Lease (other than as specifically set
         forth herein) or that Tenant will be granted any such exclusive rights.
         Tenant shall not commit or allow to be committed any waste upon the
         Premises, or any public or private nuisance or any other act or thing
         which disturbs the quiet enjoyment of any other tenant in the Property.

5.       EXPENSES.

         a.       Taxes

                  i.       Landlord shall pay all taxes applicable to the
                           Property which are payable during the Lease Term.

                  ii.      As used herein, the term "taxes" shall mean real
                           estate taxes, assessments (whether general or
                           special), sewer rents, rates and charges, transit and
                           transit district taxes, taxes based upon the receipt
                           of Rent or other payments hereunder, and any other
                           federal, state or local governmental charge, general,
                           special, ordinary or extraordinary (but not including
                           income or franchise taxes or any other taxes imposed
                           upon or measured by Landlord's income or profits,
                           except as provided herein), which may now or
                           hereafter be levied, assessed or imposed against the
                           Property or Premises ("Taxes"). Additionally,
                           Landlord shall have no obligation to protest Taxes,
                           but if Landlord does protest Taxes, the cost of such
                           protest shall also be deemed Taxes.

         b.       Landlord shall provide insurance for the Property as set forth
                  in Subsection 9(A) ("Insurance"). Should Landlord choose to
                  self-insure, the cost of maintaining such self insurance shall
                  be considered a part of Insurance. In no event will the cost
                  exceed the cost of maintaining first dollar coverage.

         c.       Landlord shall provide for the following as they relate to the
                  Property and the Premises: (1) trash removal; (2) landscaping;
                  (3) property management; (4) all other labor costs, supply
                  costs and other costs or services of any kind or nature deemed
                  necessary or prudent by Landlord; and (5) the maintenance,
                  repair and/or replacement of the Property and improvements as
                  follows: (a) the roof; (b) all interior and exterior
                  components of the Property and improvements both structural or
                  otherwise; (c) parking lot, (d) sidewalks, alleys and any and
                  all access drives, including the removal of snow and ice
                  therefrom; (e) heating and air conditioning equipment, lines
                  and fixtures; (f) plumbing equipment, lines and fixtures,
                  including but not limited to fire sprinkler and fire control
                  systems (if any); (g) electrical equipment, lines and
                  fixtures; (h) all other utility equipment, lines and fixtures;
                  (i) all ingress-egress doors to the Property; (j) exterior
                  plate glass; (k) elevator equipment, lines and fixtures (if
                  any); and (l) any and all other maintenance, repairs and/or
                  replacements to the Property and improvements deemed necessary
                  or prudent by Landlord during the Lease Term. Landlord shall
                  also permit Tenant access to the Property and Premises
                  twenty-four (24) hours per day, three hundred sixty-five (365)
                  days per year.




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         d.       Landlord shall pay all utility bills incurred including but
                  not limited to water, gas, electricity, fuel, light, heat and
                  power bills. In the event Tenant requests and Landlord
                  provides any of the foregoing services or any other services
                  to Tenant at times outside normal working hours (any time
                  other than 8:00 a.m. to 6:00 p.m. Monday through Friday and
                  9:00 a.m. to 1:00 p.m. Saturday, specifically excluding
                  Sundays and Holidays), then Landlord shall have the right to
                  bill Tenant and Tenant agrees to pay for such additional
                  services. For purposes of this provision, "Holidays" shall
                  include New Year's Day, Memorial Day, July 4th, Labor Day,
                  Thanksgiving, Christmas and other federal and state holidays.
                  Landlord shall also have the right to require a separate meter
                  be installed at Landlord's sole cost and expense to meter
                  Tenant's utility usage within the Premises. Following
                  installation of said meter, Tenant shall pay for such utility
                  usage in a timely manner to either Landlord or directly to the
                  utility as determined by the Landlord. Landlord shall not be
                  liable for any failure to furnish, or for any loss, injury or
                  damage caused by or resulting from any variation, interruption
                  or failure of utility services.

         e.       Tenant, at Tenant's sole expense, shall comply with all laws,
                  rules, orders, ordinances, directions, regulations and
                  requirements of federal, state, county, and municipal
                  authorities now in force or which may hereafter be in force,
                  which shall impose any duty upon the Landlord or Tenant with
                  respect to the use, occupancy or alteration of the Premises.

         f.       Notwithstanding anything to the contrary contained herein, the
                  Tenant will keep, maintain and preserve the Premises in a
                  first class condition. The Landlord will provide window
                  washing for the interior of the Premises. At the Tenant's sole
                  cost and expense, the Landlord will make all interior repairs
                  and replacements including but not limited to interior walls,
                  doors and windows, floors, floor coverings, light bulbs (other
                  than building standard light bulbs which will be provided by
                  Landlord), plumbing fixtures, and electrical fixtures. Tenant
                  will also reimburse to Landlord, at Tenant's sole cost and
                  expense, costs to repair or replace any broken windows and/or
                  damage to the Property or Premises caused by the negligence or
                  willful misconduct of the Tenant or its employees, agents,
                  guests or invitees during the Lease Term. Tenant shall comply
                  with all laws, ordinances, rules or regulations of any
                  governmental authority required of either the Landlord or the
                  Tenant relative to the repair, maintenance and replacement in
                  the Premises.

         g.       All items in Subsections 5(B), 5(C) and 5(D) shall be referred
                  to as "Operating Expenses".

6.       ADDITIONAL RENT.

         a.       It is understood that Rent was negotiated in anticipation that
                  Tenant would not be required to pay increased Rent as a result
                  of Taxes imposed with respect to Calendar Year 2000 ("Tax
                  Base") or Operating Expenses applicable to Calendar Year 2000
                  (the "Opex Base"). Therefore, in order that Rent payable
                  throughout the Lease Term and any extension thereof shall
                  reflect this understanding, Tenant shall pay its Pro Rata
                  Share of Taxes in excess of the Tax Base and Operating
                  Expenses in excess of the Opex Base ("Tenant's Share"). As
                  soon as practicable each year during the Lease Term, Landlord




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                  shall furnish to Tenant an estimate of Tenant's Share for the
                  timeframe in question. Tenant shall pay to Landlord the
                  estimate for Tenant's Share in equal monthly installments at
                  the same time and place as Rent is to be paid. Landlord will
                  furnish a statement of the actual Tenant's Share no later than
                  April 1 of each year during the Lease Term, including year
                  following the year in which the Lease expires or is otherwise
                  terminated. In the event that Landlord is, for any reason,
                  unable to furnish the statement of the actual Tenant's Share
                  within the time specified above, Landlord will furnish such
                  statement as soon thereafter as practicable with the same
                  force and effect as the statement would have had if delivered
                  within the time specified above. Tenant will pay to Landlord
                  any deficiency as shown by such statement within thirty (30)
                  days of receipt of such statement. Provided Tenant is not in
                  default of this Lease, Landlord will refund to Tenant any
                  excess as shown by such statement within thirty (30) days of
                  the date of the statement. Landlord will keep books and
                  records showing the Operating Expenses in accordance with
                  generally accepted accounting principles.

         b.       In the event Landlord furnishes any utility or service which
                  is included in Operating Expenses to less than ninety-five
                  percent (95%) of the rentable area of the Property because (i)
                  the average occupancy of the Property for the year in question
                  was not equal to or greater than ninety-five percent (95%),
                  (ii) such utility or service is not required by or provided to
                  one or more of the tenants of the Property, or (iii) any
                  tenant occupant is itself obtaining or providing any such
                  utility or services, then Operating Expenses for such year
                  (including the 2000 base year) shall be adjusted to include
                  all additional costs, expenses and disbursements that Landlord
                  reasonably determines would have been incurred if Landlord had
                  provided such utilities and services to all tenants of the
                  Property, and shall be allocated among the tenants by the
                  Landlord to reflect those costs which would have occurred had
                  the Property been ninety-five percent (95%) occupied during
                  the year in question and such utilities and services provided
                  to all tenants. The intent of this section is to ensure that
                  the reimbursement of Operating Expenses is fairly and
                  equitably allocated among the tenants receiving the utilities
                  and services in question.

         c.       To the extent the Property is part of a larger project or
                  development, Landlord shall have the right (but not the
                  obligation) to allocate to the Property an appropriate portion
                  of those Operating Expenses which are incurred with respect to
                  the project as a whole. By way of example, landscaping costs
                  for a multi-building project shall be allocated on an
                  appropriate basis between all buildings in the project.

         d.       Any and all payments (other than Rent) required to be made by
                  Tenant pursuant to this Lease shall be deemed additional Rent
                  ("Additional Rent"). Landlord shall have the same rights and
                  remedies for said payments as for Rent.

7.       SORTING AND SEPARATION OF REFUSE AND TRASH.

         a.       Tenant covenants and agrees, as its sole cost and expense, to
                  comply with all present and future laws, orders and
                  regulations of all state, federal, municipal and local
                  governments, departments, commissions and boards regarding the
                  collection, sorting, separation and recycling of waste
                  products, garbage, refuse and trash. Tenant shall sort and
                  separate waste products, garbage, refuge and trash into such
                  categories as provided by law. Each separately sorted category
                  of waste products, garbage, refuse and trash shall be placed
                  in




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                  separate receptacles reasonably approved by the Landlord. Such
                  separate receptacles may, at Landlord's option, be removed
                  from the Premises in accordance with a collection schedule
                  prescribed by law or by Landlord.

         b.       Landlord reserves the right to refuse to collect or accept
                  from Tenant any waste products, garbage, refuse or trash that
                  is not separated and sorted as required by law, and to require
                  Tenant to arrange for such collection at Tenant's sole cost
                  and expense, utilizing a contractor satisfactory to Landlord.
                  Tenant shall pay all costs, expenses, fines, penalties or
                  damages that may be imposed on "Landlord or Tenant by reason
                  of Tenant's failure to comply with the provisions of this
                  Section 7, and, at Tenant's sole cost and expense, shall
                  indemnify, defend and hold Landlord harmless (including legal
                  fees and expenses) from and against any actions, claims and
                  suits arising from such noncompliance, utilizing counsel
                  reasonably satisfactory to Landlord.

8.       HAZARDOUS SUBSTANCES.

         The term "Hazardous Substances" shall mean pollutants, contaminants,
         toxic or hazardous wastes, or any other substances, the use and/or the
         removal of which is required or the use of which is restricted,
         prohibited or penalized by any "Environmental Law", which term shall
         mean any federal, state or local law, regulation, order, ordinance or
         other statute of a governmental or quasi-governmental authority
         relating to pollution or protection of the environment. Tenant hereby
         agrees that (A) no activity will be conducted on the Property or
         Premises that will produce any Hazardous Substances, except for such
         activities that are part of the ordinary course of Tenant's business
         activities (the "Permitted Activities") provided said Permitted
         Activities are conducted in accordance with all Environmental Laws and
         have been acknowledged and consented to in advance in writing by
         Landlord; Tenant shall be responsible for obtaining any required
         permits and paying any fees and providing any testing required by any
         governmental agency; (B) Neither the Property, nor the Premises will be
         used in any manner for the storage of any Hazardous Substances except
         for the temporary storage of such materials that are used in the
         ordinary course of Tenant's business (the "Permitted Materials"),
         provided such Permitted Materials are properly stored in a manner and
         location meeting all Environmental Laws and acknowledged and consented
         to in advance in writing by Landlord; Tenant shall be responsible for
         obtaining any required permits and paying any fees and providing any
         testing required by any governmental agency; (C) no portion of the
         Property or the Premises will be used as a landfill or a dump; (D)
         Tenant will not install any underground tanks of any type; (E) Tenant
         will not allow any surface or subsurface conditions to exist or come
         into existence that constitute, or with the passage of time may
         constitute a public or private nuisance; (F) Tenant will not permit any
         Hazardous Substances to be brought onto the Property or Premises,
         except for the Permitted Materials described above, and if so brought
         or found located thereon, the same shall be immediately removed, with
         proper disposal, and all required cleanup procedures shall be
         diligently undertaken pursuant to all Environmental Laws. Landlord or
         Landlord's representative shall have the right but not the obligation
         to enter the Premises for the purpose of inspecting the storage, use
         and disposal of Permitted Materials to ensure compliance with all
         Environmental Laws. Should it be determined, in Landlord's sole
         opinion, that said Permitted Materials are being improperly stored,
         used, or disposed of, then Tenant shall immediately take such
         corrective action as requested by Landlord. Should Tenant fail to take
         such corrective action within 24 hours, Landlord shall have the right
         to perform such work and Tenant shall promptly reimburse Landlord for
         any and all costs associated with said work. If at any time during or




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         after the Lease Term, the Property or the Premises are found to be so
         contaminated or subject to said conditions, Tenant shall diligently
         institute proper and thorough cleanup procedures at Tenant's sole cost,
         and Tenant agrees to indemnify, defend and hold harmless Landlord, its
         lenders, any managing agents and leasing agents of the Property, and
         their respective agents, partners, officers, directors and employees,
         from all claims, demands, actions, liabilities, costs, expenses,
         penalties (whether civil or criminal), damages (actual or punitive) and
         obligations of any nature arising from or as a result of the use of the
         Property or the Premises by Tenant. The foregoing indemnification and
         the responsibilities of Tenant shall survive the termination or
         expiration of this Lease.

         During and after the Lease Term, Tenant shall promptly provide Landlord
         with copies of all summons, citations, directives, information
         inquiries or requests, notices of potential responsibility, notices of
         violation or deficiency, orders or decrees, claims, complaints,
         investigations, judgments, letters, notice of environmental liens, and
         other communications, written or oral, actual or threatened, from the
         United States Environmental Protection Agency, Occupational Safety and
         Health Administration, the Commonwealth of Virginia Environmental
         Protection Agency, or other federal, state or local agency or
         authority, or any other entity or individual, concerning (i) any
         Hazardous Substance regarding the Property or the Premises; (ii) the
         imposition of any lien on the Property or the Premises; or (iii) any
         alleged violation of or responsibility under any Environmental Law.

9.       INSURANCE.

         a.       INSURANCE BY LANDLORD.

                  Landlord shall, during the Lease Term, procure and keep in
                  force the following insurance, the cost of which (including,
                  but not limited to premiums, deductibles, and co-payments)
                  will be deemed part of Operating Expenses pursuant to Section
                  5 and Section 6.

                  i.       Property insurance insuring the Property and
                           improvements and rental income insurance (i.e.: loss
                           of rents insurance) for perils covered by the causes
                           of loss - special form (all risk) and in addition
                           coverage for flood, earthquake and boiler and
                           machinery (if applicable). Such coverage (except for
                           flood and earthquake) shall be written on a
                           replacement cost basis equal to ninety percent (90%)
                           of the full insurable replacement value of the
                           foregoing and shall not cover Tenant's equipment,
                           trade fixtures, inventory, fixtures or personal
                           property located on or in the Premises.

                  ii.      Commercial general liability insurance against any
                           and all claims for bodily injury and property damage
                           occurring in or about the Property or the land. Such
                           insurance shall have the combined single limit of not
                           less than One Million Dollars ($1,000,000) per
                           occurrence per location with a Two Million Dollars
                           ($2,000,000) aggregate limit.

                  iii.     Such other insurance as Landlord deems necessary and
                           prudent, or as required by Landlord's beneficiaries
                           or mortgagees of any deed of trust or mortgage
                           encumbering the Property.





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<PAGE>



         b.       INSURANCE BY TENANT.

                  Tenant shall, during the Lease Term, procure and keep in force
                  the following insurance:

                  i.       Commercial general liability insurance naming
                           Landlord and Landlord's managing agent for the
                           Property as additional insureds against any and all
                           claims for bodily injury and property damage
                           occurring in, or about the Premises arising out of
                           Tenant's use and occupancy of the Premises. Such
                           insurance shall have a combined single limit of not
                           less than One Million Dollars ($1,000,000) per
                           occurrence with Two Million Dollars ($2,000,000)
                           aggregate limit and excess umbrella liability
                           insurance in the amount of Two Million Dollars
                           ($2,000,000). If Tenant has other locations that it
                           owns or leases the policy shall include an aggregate
                           limit per location endorsement. Such liability
                           insurance shall be primary and not contributing to
                           any insurance available to Landlord and Landlord's
                           insurance shall be in excess thereto. In no event
                           shall the limits of such insurance be considered as
                           limiting the liability of Tenant under this lease.

                  ii.      Personal property insurance insuring all equipment,
                           trade fixtures, inventory, fixtures and personal
                           property located on or in the Premises for perils
                           covered by the cause of loss - special form (all
                           risk) and in addition, coverage for flood, earthquake
                           and boiler and machinery (if applicable). Such
                           insurance shall be written on a replacement cost
                           basis in an amount equal to one hundred percent
                           (100%) of the full replacement value of the aggregate
                           of the foregoing.

                  iii.     Workers' compensation insurance in accordance with
                           statutory law and employers' liability insurance with
                           a limit of not less than $100,000 per accident,
                           $500,000 for a disease policy limit, and $100,000 for
                           disease limit for each employee.

                  iv.      Business income (and extra expense) coverage (i.e.:
                           business interruption insurance) insuring perils
                           covered by the causes of loss-special form (all risk)
                           and in addition, flood, earthquake and boiler and
                           machinery (if applicable) for one hundred percent
                           (100%) of the total of the budgeted net income of
                           Tenant for twelve (12) months plus all extra expenses
                           projected to be incurred by Tenant during the period
                           of restoration of the Property or Premises.

                  v.       Such other insurance as Landlord deems necessary and
                           prudent, or as required by Landlord's beneficiaries
                           or mortgagees of any deed of trust or mortgage
                           encumbering the Property.

                  The policies required to be maintained by Tenant shall be
                  issued by companies rated AX or better in the most current
                  issue of Best's Insurance Reports. Insurers shall be licensed
                  to do business in the state in which the Property is located
                  and domiciled in the USA. Any deductible amounts under any
                  insurance policies required hereunder shall not exceed $1,000.
                  Certificates of insurance (certified copies of the policies
                  may be required by Landlord upon the occurrence of any event
                  which may result in a claim) shall be delivered to Landlord
                  prior to the Commencement Date and annually thereafter at
                  least thirty (30) days prior to the expiration date of the old
                  policy. Tenant shall have the right




                                        9

<PAGE>



                  to provide insurance coverage which it is obligated to carry
                  pursuant to the terms hereof in a blanket policy, provided
                  such blanket policy expressly affords coverage to the
                  Property, the Premises, and to Landlord as required by this
                  Lease. Each policy of insurance shall provide notification to
                  Landlord at least thirty (30) days prior to any cancellation
                  or modification to reduce the insurance coverage.

                  In the event Tenant does not purchase the insurance required
                  by this Lease or keep the same in full force and effect,
                  Landlord may, but shall not be obligated to purchase the
                  required insurance and pay the premium. The Tenant shall repay
                  to Landlord, as Additional Rent the amount so paid promptly
                  upon demand. In addition, Landlord may recover from Tenant and
                  Tenant agrees to pay, as Additional Rent, any and all
                  reasonable expenses (including attorneys' fee) and damages
                  which Landlord may sustain by reason of the failure of Tenant
                  to obtain and maintain such insurance.

         c.       SUBROGATION.

                  Landlord and Tenant mutually waive their respective rights of
                  recovery against each other for any loss of, or damage to,
                  either parties' property, to the extent that such loss or
                  damage is insured by an insurance policy required to be in
                  effect at the time of such loss or damage. Each party shall
                  obtain any special endorsements, if required by its insurer
                  whereby the insurer waives its rights of subrogation against
                  the other party. This clause shall not apply in those cases
                  where waiver of subrogation would cause either parties'
                  insurance to be voided or otherwise made uncollectible.

10.      DAMAGE OR DESTRUCTION.

         If, prior to or during the Lease Term, or any extension thereof, the
         Property or the Premises shall be so damaged or destroyed by fire or
         other casualty so as to render them untenantable, or if the Property or
         Premises is materially destroyed or damaged to the extent that the
         restoration of such, in Landlord's sole opinion, is not economical or
         feasible, then Landlord, at its sole option, shall have the right to
         cancel and terminate this Lease. If not terminated, then Landlord shall
         repair and restore the Premises with all reasonable speed to
         substantially the same condition as immediately prior to such damage or
         destruction, and the Rent or a just and proportionate part thereof,
         according to Tenant's ability to utilize the Premises in its damaged
         condition, shall be abated until the Premises shall have been repaired
         and restored by Landlord. "Untenantable" Premises shall be such as to
         not allow Tenant to transact and effectuate its operations in the
         ordinary course of business.

11.      INDEMNIFICATION.

         Tenant shall indemnify, hold harmless, and defend Landlord (except for
         Landlord's gross negligence or willful misconduct) against all claims,
         losses or liabilities for injury or death to any person or for damage
         to or loss of use of any property arising out of any occurrence in, on
         or about the Property, if caused or contributed to by Tenant or
         Tenant's agents or invitees, or arising out of any occurrence in, upon
         or at the Property or Premises, or on account of the use, condition,
         occupational safety or occupancy of the Property or Premises. It is the
         intent of the parties hereto that the indemnity contained in this
         section shall not be limited or barred by reason of any negligence on
         the part of Landlord or Landlord's agents, except as expressly provided
         herein.




                                       10

<PAGE>



         Such indemnification shall include and apply to attorneys' fees,
         investigation costs, and other costs actually incurred by Landlord.
         Tenant shall further indemnify, defend and hold harmless Landlord from
         and against any and all claims arising from any breach or default in
         the performance of any obligation on Tenant's part to be performed
         under the terms of this Lease. The provisions of this section shall
         survive the expiration or termination of this Lease with respect to any
         damage, injury, death, breach or default occurring prior to such
         expiration or termination. This Lease is made on the express conditions
         that Landlord shall not be liable for, or suffer loss by reason of,
         injury to person or property, from whatever cause, in any way connected
         with the condition, use, occupational safety or occupancy of the
         Property or Premises specifically including, without limitation, any
         liability for injury to the person or property of Tenant or Tenant's
         agents.

12.      ASSIGNMENT AND SUBLETTING.

         a.       Tenant shall not assign, encumber, mortgage, pledge, license,
                  hypothecate or otherwise transfer the Premises or this Lease,
                  or sublease all or any part of the Premises, or permit the use
                  or occupancy of the Premises by any party other than Tenant,
                  without the prior written consent of Landlord, which shall not
                  be unreasonably withheld, provided that it shall be considered
                  reasonable for Landlord to consider all factors it deems
                  appropriate concerning the proposed assignee or subtenant,
                  including without limitation, the creditworthiness and
                  business experience of the proposed assignee or subtenant, the
                  nature and character of the business of the proposed assignee
                  or subtenant, and any exclusivity provision in leases between
                  Landlord and its other tenants.

         b.       Tenant must request Landlord's consent to an assignment or
                  sublease in writing at least sixty (60) days prior to the
                  commencement date of the proposed sublease or assignment,
                  which request must include (a) the name and address of the
                  proposed assignee or subtenant, (b) the nature and character
                  of the business of the proposed assignee or subtenant, (c)
                  financial information (including financial statements) of the
                  proposed assignee or subtenant, and (d) a copy of the proposed
                  sublet or assignment agreement, which must be in substance and
                  form acceptable to Landlord. Tenant shall also provide any
                  additional information Landlord reasonably requests regarding
                  such proposed assignment or subletting. Within thirty (30)
                  days after Landlord receives Tenant's request (with all
                  required information included), Landlord shall have the
                  option, at its sole discretion: (i) to grant its consent to
                  such proposed assignment or subletting, or (ii) to deny its
                  consent to such proposed assignment or subletting.

         c.       Any subleases and/or assignments are also subject to all of
                  the following terms and conditions:

                  i.       If Landlord approves an assignment or sublease as
                           herein provided, Tenant shall pay to Landlord as
                           Additional Rent fifty percent (50%) of the amount, if
                           any, by which the rent, any additional rent and any
                           other sums payable by the assignee or subtenant to
                           Tenant under such assignment or sublease exceeds the
                           total of the Rent plus any Additional Rent payable by
                           Tenant hereunder which is allocable to the portion of
                           the Premises which is the subject of such assignment
                           or sublease less reasonable expenses of Tenant
                           associated with such transfer. The foregoing payments
                           shall be made on not less than a monthly basis by
                           Tenant.




                                       11

<PAGE>



                  ii.      No consent to any assignment or sublease shall
                           constitute a further waiver of the provisions of this
                           section, and all subsequent assignments or subleases
                           may be made only with the prior written consent of
                           Landlord. In no event shall any consent by Landlord
                           be construed to permit reassignment or resubletting
                           by a permitted assignee or sublessee.

                  iii.     Tenant shall remain liable for all Lease obligations,
                           and, without limitation, the Guaranty to Lease (if
                           any) shall be unaffected by such sublease and
                           assignment, and shall remain in full force and effect
                           for all purposes. An assignee of Tenant, at the
                           option of Landlord, shall become directly liable to
                           Landlord for all obligations of Tenant hereunder, but
                           no sublease or assignment by Tenant shall relieve
                           Tenant of any liability hereunder.

                  iv.      Any assignment or sublease without Landlord's prior
                           written consent shall be void, and shall, at the
                           option of the Landlord, constitute a default under
                           this Lease.

                  v.       The term of any such assignment or sublease shall not
                           extend beyond the Lease Term.

                  vi.      Tenant shall pay to Landlord a Five Hundred and
                           no/100 Dollars ($500.00) processing fee, which shall
                           accompany any proposed assignment or sublease
                           delivered by Tenant to Landlord, and which processing
                           fee shall be in addition to Landlord's reasonable
                           attorneys fees and out-of-pocket expenses incurred in
                           connection with Landlord's review of such sublease or
                           assignment (if any), which shall also be reimbursed
                           by Tenant.

         d.       The following events shall constitute an "Assignment" which is
                  subject to the terms of this section and for which Landlord's
                  prior written consent is required: (i) if Tenant is a
                  corporation and any part or all of Tenant's shares of stock,
                  or the shares of stock or other ownership interests of any
                  corporation or other entity owning shares of Tenant's stock,
                  shall in any one or more instances be issued, or transferred
                  by sale, assignment, conveyance, operation of law (including,
                  but not limited to, transfer as a result of or in conjunction
                  with any merger, reorganization or recapitalization) or other
                  disposition, or otherwise changed, so as to result in less
                  than fifty one percent (51%) of such shares, or other
                  ownership interests, or less than fifty one percent (51%) of
                  any class of such shares or other ownership interests, being
                  owned by the present (i.e., as of the date hereof) owners
                  thereof; (ii) if Tenant is a partnership and any general
                  partnership interest(s), or the stock or other ownership
                  interests of any corporation or other entity owning any such
                  general partnership interests(s), in the partnership shall in
                  any one or more instances be issued, or transferred by sale,
                  assignment, conveyance, operation of law (including, but not
                  limited to, transfer as a result of or in conjunction with any
                  merger, reorganization or recapitalization) or other
                  disposition, or otherwise changed, so as to result in less
                  than fifty one percent (51%) of such general partnership
                  interests(s), stock (or any class of such stock) or other
                  ownership interests being owned by the present (i.e., as of
                  the date hereof) owners thereof; and (iii) if Tenant is a
                  limited liability company or any other type of entity, and any
                  interest(s) of any member or other equity owner, or the
                  ownership interests of any entity owning any membership
                  interest(s) or other equity interest in the




                                       12

<PAGE>



                  Tenant, shall in any one or more instances be issued, or
                  transferred by sale, assignment, conveyance, operation of law
                  (including, but not limited to, transfer as a result of or in
                  conjunction with any merger, reorganization or
                  recapitalization) or other disposition, or otherwise changed,
                  so as to result in less than fifty one percent (51%) of such
                  membership interests or other such equity and/or ownership
                  interests being owned by the present (i.e., as of the date
                  hereof) owners thereof.

13.      CARE OF PREMISES.

         Tenant covenants and agrees that during the Lease Term it will keep the
         Property and the Premises and every part thereof in good order,
         condition and repair and that it will in all respects and at all times
         duly comply with all applicable laws, and all covenants, conditions and
         restrictions applicable to the Property.

14.      ALTERATION BY TENANT.

         a.       Tenant is hereby given the right, at its sole cost and
                  expense, at any time during the Lease Term, to make
                  non-structural alterations or improvements to the interior of
                  the Premises which Tenant deems necessary or desirable for its
                  purposes; provided, however, that no alterations or
                  improvements shall be made without the prior written approval
                  of Landlord, which written approval shall not be unreasonably
                  withheld. Landlord's approval of any plans, specifications or
                  work drawings shall create no responsibility or liability on
                  the part of the Landlord for their completeness, design
                  sufficiency or compliance with any laws, rules and regulations
                  of governmental agencies or authorities.

         b.       All work herein permitted shall be done and completed by the
                  Tenant in a good and workmanlike manner and in compliance with
                  all requirements of law and of governmental rules and
                  regulations. Tenant agrees to indemnify the Landlord against
                  all mechanics' or other liens arising out of any of such work,
                  and also against any and all claims for damages or injury
                  which may occur during the course of any such work. The
                  Landlord agrees to join with the Tenant in applying for all
                  permits necessary to be secured from governmental authorities
                  and to promptly execute such consents as such authorities may
                  require in connection with any of the foregoing work.

         c.       Upon written notice to Tenant within ninety (90) days after
                  expiration of the Lease Term, Landlord may require that Tenant
                  remove, at Tenant's sole cost and expense, any or all
                  alterations, improvements or additions to the Premises, and
                  restore the Premises to their prior condition. Unless Landlord
                  requires their removal, all alterations, additions and
                  improvements which may be made on the Premises shall become
                  the property of Landlord and remain upon and be surrendered
                  with the Premises. Tenant shall also repair any damage to the
                  Premises caused by the installation or removal of Tenant's
                  trade fixtures, furnishings and equipment, or any alterations
                  or other improvements made to the Premises by Tenant.

15.      CONDEMNATION.

         a.       If the Premises shall be wholly taken by exercise of right of
                  eminent domain, then this Lease shall terminate from the day
                  the possession of the whole of the Premises shall be




                                       13

<PAGE>



                  required under the exercise of such power of eminent domain.
                  Any award for the taking of all or part of the Premises under
                  the power of eminent domain or any payment made under threat
                  of the exercise of such power shall be the property of the
                  Landlord. Tenant reserves such separate rights as it may have
                  against the condemning authority to claim damages for loss of
                  its trade fixtures and the cost of removal and relocation
                  expense, provided such Tenant rights do not, in any way,
                  diminish the award to which Landlord would otherwise be
                  entitled or reduce the amounts payable to Landlord pursuant to
                  this subsection.

         b.       If such part of the Property in which the Premises is located
                  shall be condemned so as to substantially and materially
                  hamper the operation of Tenant's business in Landlord's
                  reasonable discretion, then the Rent payable hereunder shall
                  be reduced in the proportion that the remaining area of the
                  Premises bears to the original area of the Premises. If more
                  than fifty percent (50%) of the Premises shall be permanently
                  condemned, Tenant shall have the right to terminate this Lease
                  upon thirty (30) days written notice to Landlord, which notice
                  must be given within sixty (60) days of such condemnation.

16.      SUBORDINATION.

         This Lease is and shall at all times be and remain subject and
         subordinate to the lien of any present or future mortgage (and to any
         and all advances made thereunder) upon the Property or Premises, unless
         Landlord requires this Lease to be superior to any such mortgage.
         Tenant shall execute and return to Landlord any and all documentation
         required by Landlord to evidence the subordination (or superiority) of
         this Lease to any such mortgage. If Tenant does not provide Landlord
         with such documentation within five (5) days after Landlord's written
         request, Tenant hereby grants unto Landlord its power-of-attorney to
         execute such subordination documents as Tenant's duly authorized and
         empowered attorney-in-fact. In the event of subordination of this
         Lease, Landlord will attempt to obtain from the holder of any such
         mortgage, a written nondisturbance agreement to the effect that (A) in
         the event of a foreclosure or other action taken under the mortgage by
         the holder thereof, this Lease and the rights of Tenant hereunder shall
         not be disturbed but shall continue in full force and effect so long as
         Tenant shall not be in default hereunder, and (B) such holder will
         agree that in the event it shall be in possession of the Premises, that
         so long as Tenant shall observe and perform all of the obligations of
         Tenant to be performed pursuant to this Lease, such Mortgagee will
         perform all obligations of Landlord required to be performed under this
         Lease. In the event any proceedings are brought for foreclosure, or in
         the event of the exercise of the power of sale under any mortgage made
         by the Landlord covering the Premises, Tenant shall attorn to the
         purchaser at any such foreclosure, or to the grantee of a deed in lieu
         of foreclosure, and recognize such purchaser or grantee as the Landlord
         under this Lease. Tenant hereby agrees that no mortgagee or its
         successor shall be (i) bound by any payment of Rent or Additional Rent
         for more than one (1) month in advance, (ii) bound by any amendment or
         modification of this Lease made without the consent of Landlord's
         mortgagee or its successor, (iii) liable for damages for any breach,
         act or omission of any prior landlord, (iv) bound to effect or pay for
         any construction for Tenant's occupancy, or (v) subject to any claim of
         offset or defenses that Tenant may have against any prior landlord. ne
         word "mortgage" as used herein includes mortgages, deeds of trust and
         any sale-leaseback transactions, or other similar instruments, and
         modifications, extensions, renewals, and replacements thereof, and any
         and all advances thereunder.





                                       14

<PAGE>



17.      ACCESS TO PREMISES.

         Landlord and its authorized agents shall have free access to the
         Premises at any and all reasonable times to inspect the same, to make
         any repair or alteration to the Premises, to place and maintain a "For
         Rent" sign thereon at any time within six (6) months prior to
         expiration of the Lease Term and/or termination of this Lease and to
         exhibit and show the Premises to prospective tenants during such time
         period, and for other purposes pertaining to the rights of the
         Landlord.

18.      RULES AND REGULATIONS.

         Tenant agrees to comply with all current and future rules and
         regulations promulgated by Landlord concerning the Property and the
         Premises. The existing rules and regulations, which may be amended or
         changed by Landlord in its sole discretion, are set forth in Exhibit D
         attached hereto and made a part hereof by reference.

19.      COVENANTS OF RIGHT TO LEASE.

         Landlord covenants that it has good and sufficient right to enter into
         this Lease and that Landlord alone has the right to lease the Premises
         for the Lease Term. Landlord further covenants that upon Tenant
         performing the terms and obligations of Tenant under this Lease, Tenant
         will have quiet enjoyment of the Premises throughout the Lease Term and
         any renewal or extension thereof, subject to the terms of this lease.

20.      MECHANICS LIENS.

         Neither Tenant nor anyone claiming by, through, or under Tenant or this
         Lease, shall have the right to file or place any mechanics lien or
         other lien of any kind or character whatsoever upon the Property or
         Premises or upon any improvement thereon, or upon the leasehold
         interest of Tenant therein. Notice is hereby given that no contractor,
         subcontractor, or anyone else who may furnish any material, service or
         labor for any Property improvements, alteration, repairs or any part
         thereof, shall at any time be or become entitled to any lien thereon.
         For the further security of Landlord, Tenant covenants and agrees to
         give actual notice thereof in advance to any and all contractors and
         subcontractors who may furnish or agree to furnish any such material,
         service or labor. Tenant shall cause any such lien imposed to be
         released of record by payment or posting of the proper bond acceptable
         to Landlord within thirty (30) days after earlier of imposition of the
         lien or written request by Landlord. If Tenant fails to remove any lien
         within the thirty (30) day period, then Landlord may do so at Tenant's
         expense and Tenant's reimbursement to Landlord for such amount,
         including attorneys fees and costs, shall be deemed Additional Rent.

21.      EXPIRATION OF LEASE AND SURRENDER OF POSSESSION.

         a.       Holding Over. Tenant will, at the expiration or termination of
                  this Lease by lapse of time or otherwise, yield up immediate
                  possession of the Premises to Landlord in the condition
                  required under this Lease. If Tenant retains possession of the
                  Premises or any part thereof after such expiration or
                  termination, then Landlord may, at its option, serve written
                  notice upon Tenant that such holding over constitutes any one
                  of (i) renewal of this Lease for one year, and from year to
                  year thereafter, or (ii) creation of a month-to-month

                                       15


<PAGE>

                  tenancy, upon the terms and conditions set forth in this
                  Lease, or (iii) creation of a tenancy at sufferance, in any
                  case upon the terms and conditions set forth in this Lease;
                  provided, however, that the monthly Rent (or daily Rent under
                  (iii)) shall, in addition to all other sums which are to be
                  paid by Tenant hereunder, whether or not as Additional Rent,
                  be equal to one hundred fifty percent (150%) of the sum of
                  Rent plus Additional Rent owed monthly to Landlord under this
                  Lease immediately prior to such expiration or termination
                  (prorated in the case of (iii) on the basis of a 365 day year
                  for each day Tenant remains in possession). If no such notice
                  is served, then a tenancy at sufferance shall be deemed to be
                  created at the Rent in the preceding sentence. Tenant shall
                  also pay to Landlord as Additional Rent all damages sustained
                  by Landlord resulting from retention of possession by Tenant,
                  including the loss of any proposed subsequent tenant for any
                  portion of the Premises. The provisions of this section shall
                  not constitute a waiver by Landlord of any right of re-entry
                  as herein set forth; nor shall receipt of any Rent or any
                  other act in apparent affirmance of the tenancy operate as a
                  waiver of Landlord's right to terminate this Lease for a
                  breach of any of the terms, covenants, or obligations herein
                  on Tenant's part to be performed.

         b.       Subject to Section 14, upon the expiration of this Lease, by
                  lapse of time or otherwise, any and all buildings,
                  improvements or additions erected on the Property or Premises
                  by Tenant shall, at the option of Landlord, be and become the
                  property of the Landlord without any payment therefor and
                  Tenant shall, at the option of Landlord, surrender said
                  Premises, together with all buildings, improvements or
                  additions thereon, whether erected by Tenant or Landlord,
                  ordinary wear and tear excepted.

         c.       Tenant may install adequate equipment, fixtures and machinery
                  for the operation of its business and upon the expiration or
                  termination of this Lease by lapse of time or otherwise,
                  provided all Rents and other amounts that may be due and owing
                  to Landlord have been paid and the provisions of this Lease
                  complied with, Tenant shall remove such equipment, fixtures
                  and machinery installed by it at Tenant's sole cost. Upon
                  removal of such equipment, fixtures and machinery, Tenant
                  shall repair any damage to the Property or Premises caused by
                  such removal or installation at Tenant's sole cost.

22.      DEFAULT-REMEDIES.

         a.       The occurrence of one or more of the following events shall
                  constitute a material default and breach of this Lease by
                  Tenant ("Event of Default"):

                  i.       Failure by Tenant to make payment of any Rent,
                           Additional Rent, or any other payment required to be
                           made by Tenant hereunder, as and when due, and such a
                           failure shall continue for a period of seven (7)
                           days;

                  ii.      The making by Tenant (or any guarantor) of any
                           assignment or arrangement for the benefit of
                           creditors;

                  iii.     The filing by Tenant (or any guarantor) of a petition
                           in bankruptcy or for any other relief under Title II
                           of the United States Code ("Bankruptcy Code"), or the
                           insolvency laws of any state, or any other applicable
                           statute ("Insolvency Laws");




                                       16

<PAGE>



                  iv.      The levying of an attachment, execution of other
                           judicial seizure upon the Tenant's property in or
                           interest under this Lease, which is not satisfied or
                           released or the enforcement thereof superseded by an
                           appropriate proceeding within thirty (30) days
                           thereafter;

                  v.       The filing of an involuntary petition in bankruptcy
                           or for reorganization or arrangement under the
                           Bankruptcy Code or Insolvency Laws against Tenant (or
                           any guarantor) and such involuntary petition is not
                           withdrawn, dismissed, or discharged within sixty (60)
                           days from the filing thereof,

                  vi.      The appointment of a receiver or trustee to take
                           possession of the property of Tenant (or any
                           guarantor) or of Tenant's (or any guarantor's)
                           business or assets and the order or decree appointing
                           such receiver or trustee shall have remained in force
                           undischarged for thirty (30) days after the entry of
                           such order or decree;

                  vii.     The vacating or abandonment of the Premises;

                  viii.    The failure by Tenant to furnish to Landlord any
                           statement required herein within ten (10) business
                           days after its due date;

                  ix.      The failure by Tenant to maintain any insurance
                           required herein;

                  x.       An assignment, subletting, pledge, mortgage, or other
                           transfer of this Lease or the Premises by Tenant, or
                           any transfer of any interest in the Tenant in
                           violation of Section 12 of this Lease;

                  xi.      The failure by Tenant to perform or observe any other
                           term, covenant, agreement or condition to be
                           performed or kept by the Tenant under the terms,
                           conditions, or provisions of this Lease and such
                           failure shall continue for a period of thirty (30)
                           days after written notice to Tenant; and

                  xii.     An occurrence of any of the foregoing Events of
                           Default with respect to any guarantor of this Lease,
                           or if any guarantor fails to perform or observe any
                           term, covenant or condition of its guaranty of this
                           Lease.

         b.       If an Event of Default shall have occurred, Landlord shall
                  have (in addition to all other rights and remedies provided by
                  law or otherwise provided by this Lease) the right, at the
                  option of the Landlord, then or at any time thereafter while
                  such Event of Default shall continue, to elect any one or more
                  of the following:

                  i.       To continue this Lease in full force and effect (so
                           long as Landlord does not terminate this Lease), and
                           Landlord shall have the right to collect Rent,
                           Additional Rent and other charges when due for the
                           remainder of the Lease Term; and/or

                  ii.      To cure such default or defaults at its own expense
                           and without prejudice to any other remedies which it
                           might otherwise have; and any payment made or
                           expenses incurred by Landlord in curing such default
                           with interest thereon at the




                                       17

<PAGE>



                           Default Rate (as hereafter defined) to be and become
                           Additional Rent to be paid by Tenant with the next
                           installment of Rent falling due thereafter; and/or

                  iii.     To re-enter the Premises, without notice, and
                           dispossess Tenant and anyone claiming through or
                           under Tenant by summary proceedings or otherwise, and
                           remove their effects, and take complete possession of
                           the Premises and either (a) declare this Lease
                           terminated and the Lease Term ended, or (b) elect to
                           continue this Lease in full force and effect, but
                           with the right at any time thereafter to declare this
                           Lease terminated and the Lease Term ended. In such
                           re-entry, Landlord may, with or without process of
                           law, remove all persons from the Premises, and Tenant
                           hereby covenants in such event, for itself and all
                           others occupying the Premises under Tenant, to
                           peacefully yield up and surrender the Premises to
                           Landlord. If Landlord elects to terminate this Lease
                           and/or elects to terminate Tenant's right of
                           possession, every obligation of Landlord contained in
                           this Lease shall cease without prejudice to Tenant's
                           liability for all Rent, Additional Rent, and other
                           sums owed by Tenant herein.

                  Should Landlord declare this Lease terminated and the Lease
                  Term ended (pursuant to Section 22(B)(3)(a) above), the
                  Landlord shall be entitled to recover from Tenant the Rent,
                  Additional Rent, and all other sums due and owing by Tenant to
                  the date of termination, plus the costs of curing all Tenant's
                  defaults existing at or prior to the date of termination, plus
                  the costs of recovering possession of the Premises, plus the
                  costs of reletting the Premises including, but not limited to
                  repairs to the Premises, costs to prepare and refinish the
                  Premises for reletting, leasing commissions, rental
                  concessions, and legal fees and costs, plus other actual or
                  consequential damages suffered or incurred by Landlord due to
                  all Events of Default (including without limitation, late fees
                  or other charges incurred by Landlord under any mortgage),
                  plus the deficiency, if any, between Tenant's Rent and
                  Additional Rent for the balance of the Lease Term and the rent
                  obtained by Landlord under another lease for the Premises for
                  the balance of the Lease Term remaining under this Lease on
                  the date of termination.

                  Should Landlord elect to continue this Lease (pursuant to
                  Section 22(B)(3)(b) above), Landlord shall be entitled to
                  recover from Tenant the Rent, Additional Rent and all other
                  sums due and owing by Tenant up to the date of dispossession,
                  plus the costs of curing all Events of Default existing at or
                  prior to the date of dispossession, plus the Rent, Additional
                  Rent and all other sums owed by Tenant on a continuing basis
                  as said amounts accrue to the end of the Lease Term, less the
                  rental which Landlord receives during such period, if any,
                  from others to whom the Premises may be relet, plus the cost
                  of recovering possession of the Premises, plus the costs of
                  reletting including, but not limited to repairs to the
                  Premises, costs to prepare and refinish the Premises for
                  reletting, leasing commissions, rental concessions, and legal
                  fees and costs. Any suit brought by Landlord to enforce
                  collection of such deficiency for any one month shall not
                  prejudice Landlord's right to enforce the collection of any
                  deficiency for any subsequent month in subsequent separate
                  actions, or Landlord may defer initiating any such suit until
                  after the expiration of the Lease Term (in which event such
                  deferral shall not be construed as a waiver of Landlord's
                  rights as set forth herein and Landlord's cause of action
                  shall be deemed not to have accrued until the expiration of
                  the Lease Term), and it being further understood that if
                  Landlord elects to bring suits from time to time prior to




                                       18

<PAGE>


                  reletting the Premises, Landlord shall be entitled to its full
                  damages through the date of the award of damages without
                  regard to any rent, additional rent or other sums that are or
                  may be projected to be received by Landlord upon a subsequent
                  reletting of the Premises. In the event that Landlord relets
                  the Premises together with other premises or for a term
                  extending beyond the scheduled expiration of the Lease Term,
                  it is understood that Tenant will not be entitled to apply
                  against Landlord's damages any rent, additional rent or other
                  sums generated or projected to be generated by either such
                  other premises or the period extending beyond the scheduled
                  expiration of the Lease Term. Landlord shall use commercially
                  reasonable efforts to relet and rent the Premises with or
                  without advertising for the remainder of the Lease Term, or
                  for such longer or shorter period as Landlord shall deem
                  advisable.

                  In lieu of the amounts recoverable by Landlord pursuant to the
                  two immediately preceding paragraphs, but in addition to other
                  remedies and amounts otherwise recoverable by Landlord in this
                  Lease, Landlord may, at its sole election, (i) terminate this
                  Lease, (ii) collect all Rent, Additional Rent, and other sums
                  due and owing by Tenant up to the date of termination, and
                  (iii) accelerate and collect Rent, Additional Rent and all
                  other sums required to be paid by Tenant through the remainder
                  of the Lease Term ("Accelerated Rent"), which Accelerated Rent
                  shall be discounted to present value using an interest rate
                  equal to five percent (5.0%) per annum ("Present Value
                  Accelerated Rent"). Landlord shall use commercially reasonable
                  efforts to relet and rent the Premises with or without
                  advertising for the remainder of the Lease Term, or for such
                  longer or shorter period as Landlord shall deem advisable. In
                  the event Landlord is successful in reletting the Premises for
                  any part of the remainder of the Lease Term, and provided
                  Tenant has paid to Landlord all sums required to be paid by
                  Tenant pursuant to this paragraph, Landlord shall forward to
                  Tenant the rent associated with such reletting ("Reletting
                  Rent") as and when the Reletting Rent is collected by
                  Landlord. Notwithstanding the previous sentence, Landlord
                  shall forward to Tenant any Reletting Rent only (i) after
                  Landlord has first been reimbursed from the Reletting Rent for
                  any and all costs associated with such reletting including,
                  but not limited to repairs to the Premises, costs to prepare
                  and refinish the Premises for reletting, leasing commissions,
                  rental concessions, and legal fees; and (ii) until the earlier
                  of (a) the last day of the Lease Tenn, or (b) the point in
                  time Tenant has been reimbursed, in the aggregate, an amount
                  equivalent to the Present Value Accelerated Rent actually paid
                  to Landlord pursuant to this paragraph. In no event shall
                  Landlord be liable for, nor shall Tenant's obligations
                  hereunder be diminished by reason of, any failure by Landlord
                  to relet all or any portion of the Premises or to collect any
                  rent due upon such reletting.

         c.       Tenant, on its own behalf and on behalf of all persons
                  claiming through or under Tenant, including all creditors,
                  does hereby specifically waive and surrender any and all
                  rights and privileges, so far as is permitted by law, which
                  Tenant and all such persons might otherwise have under any
                  present or future law (1) to the service of any notice to quit
                  or of Landlord's intention to re-enter or to institute legal
                  proceedings, which notice may otherwise be required to be
                  given, (2) to redeem the Premises, (3) to re-enter or
                  repossess the Premises, (4) to restore the operation of this
                  Lease, with respect to any dispossession of Tenant by judgment
                  or warrant of any court or judge, or any re-entry by Landlord,
                  or any expiration or termination of this Lease, whether such
                  dispossession, re-entry, expiration or termination shall be by
                  operation of law or pursuant to the provisions of this




                                       19

<PAGE>



                  Lease, or (5) which exempts property from liability for debt
                  or for distress for rent. Tenant hereby consents to the
                  exercise of personal jurisdiction over it by any federal or
                  local court in the jurisdiction in which the Premises is
                  located.

23.      RE-ENTRY BY LANDLORD.

         No re-entry by Landlord or any action brought by Landlord to remove
         Tenant from the Premises shall operate to terminate this Lease unless
         Landlord shall have given written notice of termination to Tenant, in
         which event Tenant's liability shall be as above provided. No right or
         remedy granted to Landlord herein is intended to be exclusive of any
         other right or remedy, and each and every right and remedy herein
         provided shall be cumulative and in addition to any other right or
         remedy hereunder or now or hereafter existing in law or equity or by
         statute. In the event of termination of this Lease, Tenant waives any
         and all rights to redeem the Premises either given by any statute now
         or herein enacted.

24.      ADDITIONAL RIGHTS TO LANDLORD.

         a.       In addition to any and all other remedies, Landlord may
                  restrain any threatened breach of any covenant, condition or
                  agreement herein contained, but the mention herein of any
                  particular remedy or right shall not preclude the Landlord
                  from any other remedy or right it may have either at law or
                  equity, or by virtue of some other provision of this Lease;
                  nor shall the consent to one act, which would otherwise be a
                  violation or waiver of or redress for one violation either of
                  covenant, promise agreement undertaking or condition, prevent
                  a subsequent act which would originally have constituted a
                  violation from having all the force and effect of any original
                  violation.

         b.       Receipt by Landlord of Rent or other payments from the Tenant
                  shall not be deemed to operate as a waiver of any rights of
                  the Landlord to enforce payment of any Rent, Additional Rent,
                  or other payments previously due or which may thereafter
                  become due, or of any rights of the Landlord to terminate this
                  Lease or to exercise any remedy or right which otherwise might
                  be available to the Landlord, the right of Landlord to declare
                  a forfeiture for each and every breach of this Lease is a
                  continuing one for the life of this Lease.

25.      SUCCESSORS, ASSIGNS AND LIABILITY.

         The terms, covenants, conditions and agreements herein contained and as
         the same may from time to time hereafter be supplemented, modified or
         amended, shall apply to, bind, and inure to the benefit of the parties
         hereto and their legal representatives, successors and assigns,
         respectively, subject to Section 12 hereof. In the event either party
         now or hereafter shall consist of more than one person, firm or
         corporation, then and in such event all such person, firms and/or
         corporations shall be jointly and severally liable as parties
         hereunder.

26.      NOTICES.

         All notices and demands required to be given to either party hereunder
         shall be in writing and shall be deemed to have been given when sent by
         certified United States mail, postage prepaid, return receipt
         requested, or by personal delivery, or by a nationally recognized



                                       20

<PAGE>



         overnight delivery service, delivery prepaid, addressed to the party to
         whom directed at the address set forth below or at such other address
         as may be from time to time designated in writing by the party changing
         such address.

         Landlord                                     Tenant
         --------                                     ------
         Reston Plaza I & II, LLC                     Member-Link Systems, Inc.
         801 Grand Avenue                             12020 Sunrise Valley Drive
         Des Moines, Iowa  50392-1360                 Reston, Virginia  20191
         Attn:  Commercial Real Estate Equities       Attn: ____________________

         With a copy to:

         Reston Plaza I & II, LLC
         c/o Trammell Crow Company
         14595 Avion Parkway
         Suite 100
         Chantilly, Virginia  20151
         Attn:  Property Manager


27.      MORTGAGEE'S APPROVAL.

         If Landlord's mortgagee shall require modifications of the terms and
         provisions of this Lease, Tenant agrees to execute and deliver to
         Landlord the agreements required to effect such Lease modification
         within thirty (30) days after Landlord's request therefor. In no event,
         however, shall Tenant be required to agree to materially modify any
         provision of this Lease relating to the amount of Rent, Additional Rent
         or other charges reserved herein, the size and/or general location of
         the Premises, or the Lease Term or modify any other term that would
         materially and adversely affect Tenant's rights under this Lease.

28.      ESTOPPEL CERTIFICATES.

         At any time following ten (10) business days written notice from
         Landlord, Tenant agrees to execute, acknowledge and deliver to Landlord
         or any proposed mortgagee or purchaser a statement in writing, in form
         satisfactory to Landlord, certifying whether this Lease is in full
         force and effect and, if it is in full force and effect, what
         modifications have been made to this Lease to the date of the
         certification and whether or not any defaults or offsets exist with
         respect to this Lease and, if there are, what they are claimed to be
         and setting forth dates to which Rent or other charges have been paid
         in advance, if any, and stating whether or not Landlord is in default
         and, if so, specifying what the default may be. The failure of Tenant
         to execute, acknowledge, and deliver to Landlord a statement as above
         shall constitute an acknowledgment by Tenant that this Lease is
         unmodified and in full force and effect and that the Rent and other
         charges have been duly and fully paid to and including the respective
         due dates immediately preceding the date of Landlord's notice to Tenant
         and shall constitute as to any person, a waiver of any defaults which
         may exist prior to such notice.





                                       21

<PAGE>



29.      DEFAULT RATE OF INTEREST.

         All amounts owed by Tenant to Landlord pursuant to any provision of
         this Lease shall bear interest from the date due until paid at eighteen
         percent (18%) per annum, unless a lesser rate shall then be the maximum
         rate permissible by law, in which event said lesser rate shall be
         charged ("Default Rate").

30.      EXCULPATORY PROVISIONS.

         It is expressly understood and agreed by and between the parties
         hereto, anything herein to the contrary notwithstanding, that each and
         all of the representations, warranties, covenants, undertakings,
         indemnities and agreements herein made on the part of Landlord while in
         form purporting to be the representations, warranties, covenants,
         undertakings, indemnities and agreements of Landlord are nevertheless
         each and every one of them made and intended, not as personal
         representations, warranties, covenants, undertakings, indemnities and
         agreements by Landlord or for the purpose or with the intention of
         binding Landlord personally, but are made and intended for the purpose
         only of subjecting Landlord's interest in the Premises to the terms of
         this Lease and for no other purpose whatsoever, and in case of default
         hereunder by Landlord, Tenant shall look solely to the interests of
         Landlord in the Premises. Landlord shall not have any personal
         liability to pay any indebtedness accruing hereunder or to perform any
         covenant, either express or implied, herein contained. All such
         personal liability of Landlord, if any, is expressly waived and
         released by Tenant and by all persons claiming by, through or under
         Tenant.

31.      MORTGAGE PROTECTION.

         Tenant agrees to give any holder of any first mortgage or first trust
         deed in the nature of a mortgage (both hereinafter referred to as a
         "First Mortgage") against the Property, or any interest therein, by
         registered or certified mail, a copy of any notice or claim of default
         served upon Landlord by Tenant, provided that prior to such notice,
         Tenant has been notified in writing of the address of such First
         Mortgage holder. Tenant further agrees that if Landlord shall have
         failed to cure any such default within twenty (20) days after such
         notice to Landlord (or if such default cannot be cured or corrected
         within that time, then such additional time as may be necessary if
         Landlord has commenced within such twenty (20) days and is diligently
         pursuing the remedies or steps necessary to cure or correct such
         default), then the holder of the First Mortgage shall have an
         additional thirty (30) days within which to cure or correct such
         default (or if such default cannot be cured or corrected within that
         time, then such additional time as may be necessary if such holder of
         the First Mortgage has commenced with such thirty (30) days and is
         diligently pursuing the remedies or steps necessary to cure or correct
         such default, including the time necessary to obtain possession if
         possession is necessary to cure or correct such default.

32.      RECIPROCAL COVENANT ON NOTIFICATION OF ADA VIOLATIONS.

         Within ten (10) days after receipt, Landlord and Tenant shall advise
         the other party in writing, and provide the other with copies of (as
         applicable), any notices alleging violation of the Americans with
         Disabilities Act of 1990 ("ADA") relating to any portion of the
         Property or the Premises; any claims made or threatened in writing
         regarding noncompliance with the ADA and relating to any portion of the
         Property or the Premises; or any governmental or regulatory actions or
         investigations instituted or threatened regarding noncompliance with




                                       22

<PAGE>



         the ADA and relating to any portion of the Property or the Premises.
         Landlord shall be responsible for ADA compliance of the common areas of
         the Property and Tenant shall be responsible for ADA compliance of the
         Premises.

33.      LAWS THAT GOVERN.

         The terms and conditions of this Lease shall be governed by the laws of
         the jurisdiction in which the Property is located.

34.      FINANCIAL STATEMENTS.

         Within ten (10) business days of Landlord's request, Tenant shall
         deliver to Landlord the current financial statements of Tenant, and
         financial statements for the two (2) years prior to the current year.
         The financial statements shall include a balance sheet, profit and loss
         statement, and statement of cash flows for each year, accompanied by an
         opinion from a certified public accountant certifying that the
         financial statements are prepared in accordance with generally accepted
         accounting principles consistently applied. An amount equal to five
         percent (5%) of the monthly Rent shall be charged as Additional Rent
         for each month in which Tenant fails to deliver to Landlord the
         financial statements required herein.

35.      PARKING.

         During the initial term of this Lease, Tenant shall have the right to
         park free of charge in a maximum of 3.6 parking spaces per 1,000
         rentable square feet of the Premises which includes two (2) covered
         unreserved parking spaces and the remainder in unreserved surface
         parking spaces located on the Property, upon such terms and conditions
         as established by Landlord. Tenant agrees to cooperate with Landlord
         and other tenants in use of the parking facilities. Landlord reserves
         the right in its absolute and sole discretion to determine whether the
         parking facilities are properly used or are becoming overburdened and
         to allocate and assign parking spaces among Tenant and other tenants,
         and to reconfigure the parking area and modify the existing ingress and
         egress from the parking area as Landlord shall deem appropriate.

36.      SIGNAGE.

         Tenant shall not place any sign on the Property or the Premises without
         Landlord's prior written consent. Landlord shall provide at Landlord's
         expense a lobby directory in the main lobby of the Property identifying
         tenants and suite numbers, including Tenant.

37.      RECORDATION.

         Except to the extent required by law, Tenant shall not record this
         Lease among or in any public records.

38.      FORCE MAJEURE.

         This Lease and the obligations of the Tenant hereunder shall not be
         affected or impaired because the Landlord is unable to fulfill any of
         its obligations hereunder or is delayed in doing so, to the extent such
         inability or delay is caused by reason of war, civil unrest, strike,




                                       23

<PAGE>



         labor troubles, unusually inclement weather, governmental delays,
         inability to procure services or materials despite reasonable efforts,
         third party delays, acts of God, or any other cause(s) beyond the
         reasonable control of the Landlord (which causes are referred to
         collectively herein as "Force Majeure"). Any time specified obligation
         of Landlord in this Lease shall be extended one day for each day of
         delay suffered by Landlord as a result of the occurrence of any Force
         Majeure.

39.      LANDLORD'S LIEN.

         As security for the performance of Tenant's obligations, Tenant grants
         to Landlord a lien upon and a security interest in Tenant's existing or
         hereafter acquired personal property, inventory, furniture,
         furnishings, fixtures, equipment, licenses, permits, and all other
         tangible and intangible property, assets and accounts, and all
         additions, modifications, products and proceeds thereof, including,
         without limitation, such tangible property which has been used at the
         Premises, purchased for use at the Premises, located at any time in the
         Premises or used or to be used in connection with the business
         conducted or to be conducted in the Premises, whether or not the same
         may thereafter be removed from the Premises, including, without
         limitation, all stock and partnership interests now or hereafter owned
         by Tenant, legally or beneficially, in any entity which manages, owns
         or operates the business to be conducted in or upon the Premises. Such
         lien shall be in addition to all rights of distraint available under
         applicable law. Within five (5) days after request from time to time,
         Tenant shall execute, acknowledge and deliver to Landlord a financing
         statement and any other document evidencing or establishing such lien
         and security interest which may be requested by Landlord. During the
         Lease Term, Tenant shall not sell, transfer or remove from the Premises
         any of the aforementioned tangible property without Landlord's prior
         written consent, unless the same shall be promptly replaced with
         similar items of comparable value. In order to further assure Tenant's
         performance of its obligations under this Lease, Tenant covenants that
         during the Lease Term, it will not convey or otherwise transfer its
         assets or permit its assets to be encumbered to the extent that any
         such conveyance, transfer or encumbrance is not done in the ordinary
         course of Tenant's business or would materially and adversely affect
         the net worth of Tenant. Provided that Tenant has first obtained
         Landlord's prior written consent, said lien may be subordinated to the
         rights of any lessor of, or the mortgagee of, any equipment or personal
         property under any equipment lease or mortgage, or the rights of the
         seller under any conditional sales contract. Landlord also shall, to
         the extent permitted by law, have (in addition to all other rights) a
         right of distress for rent as security for all Rent, Additional Rent
         and any other sums payable under this Lease.

40.      BROKERS.

         Tenant represents and warrants to Landlord that neither it nor its
         officers or agents nor anyone acting on its behalf has dealt with any
         real estate broker other than Cambridge Property Group, L.P. and
         Trammell Crow Real Estate Services, Inc. in the negotiating or making
         of this Lease, and Tenant agrees to indemnify and hold Landlord, its
         agents, employees, partners, directors, shareholders and independent
         contractors harmless from all liabilities, costs, demands, judgments,
         settlements, claims and losses, including reasonable attorneys fees and
         costs, incurred by Landlord in conjunction with any such claim or
         claims of any other broker or brokers claiming to have interested
         Tenant in the Property or Premises or claiming to have caused Tenant to
         enter into this Lease.





                                       24

<PAGE>



41.      CONFIDENTIALITY.

         Tenant agrees that this Lease is confidential and Tenant shall not,
         without Landlord's prior written consent, disclose the contents of this
         Lease to any third party, except Tenant's brokers, lawyers, architects,
         engineers, and other consultants engaged in connection with this Lease
         transaction, or to representatives of financing parties of Tenant where
         the information is required in the course of legitimate due diligence.

42.      LEASE/DEED OF LEASE.

         To the extent required under applicable law to make this Lease legally
         effective, this Lease shall constitute a deed of lease executed under
         seal.

43.      MISCELLANEOUS.

         a.       In the event that Tenant desires to store or maintain the type
                  or character of goods or materials in the Premises which cause
                  an increase in insurance premiums, Tenant shall first obtain
                  the written consent of Landlord and Tenant shall reimburse
                  Landlord for any increase in premiums caused thereby.

         b.       Unless the context clearly denotes the contrary, the words
                  "Rent" and "Additional Rent" as used in this Lease not only
                  includes cash rental for the Premises, but also all other
                  payments and obligations to pay assumed by the Tenant, whether
                  such obligations to pay run to the Landlord or to other
                  parties.

         c.       In any litigation between the parties arising out of this
                  Lease, or in connection with any consultations with counsel
                  and other actions taken or notices delivered in relation to a
                  default by any party to this Lease, the non-prevailing party
                  shall pay to the prevailing party all reasonable expenses and
                  costs including attorneys' fees incurred by the prevailing
                  party in connection with the default and/or litigation, as the
                  case may be (including fees and costs in preparation for and
                  at trial, and on appeal, if applicable) ("Legal Costs"). The
                  Legal Costs shall be payable on demand, and, if the prevailing
                  party is Landlord, the Legal Costs shall be deemed Additional
                  Rent, subject to all of Landlord's rights and remedies
                  provided herein.

         d.       It is mutually agreed by and between Landlord and Tenant that
                  the respective parties hereto shall, and they hereby do, waive
                  trial by jury in any action, proceeding or counterclaim
                  brought by either of the parties hereto against the other on
                  any matter whatsoever arising out of or in any way connected
                  with this Lease, the relationship of Landlord and Tenant,
                  Tenant's use of or occupancy of the Premises or any claim of
                  injury or damage and any emergency statutory or any other
                  statutory remedy. If Landlord commences any summary proceeding
                  for nonpayment of Rent or Additional Rent, Tenant will not
                  interpose any counterclaim of whatever nature or description
                  in any such proceeding.

         e.       If any term or provision of this Lease is declared invalid or
                  unenforceable, the remainder of this Lease shall not be
                  affected by such determination and shall continue to be valid
                  and enforceable.




                                       25

<PAGE>



         f.       The parties executing this Lease warrant that this agreement
                  is being executed with full corporate authority and that the
                  officers whose signatures appear hereon are duly authorized
                  and empowered to make and execute this Lease in the name of
                  the corporation by appropriate and legal resolution of its
                  Board of Directors.

         g.       This Lease contains the entire agreement between the parties
                  hereto. No representations, inducements, promises or
                  agreements, oral or otherwise, between the parties not
                  embodied herein shall be of any force or effect, and all
                  reliance by Tenant with respect to any representations,
                  inducements, promises or agreements is based solely on those
                  contained in this Lease. Any modification to this Lease must
                  be in writing and duly executed by the parties hereto.

         h.       Landlord shall take commercially reasonable steps to ensure
                  the Property's computer based systems are able to operate and
                  effectively process data including dates on and after January
                  1, 2000.






                                       26

<PAGE>



IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease under seal on
this ______ day of __________________, 1999.


                     LANDLORD:

                     RESTON PLAZA I & II, LLC, a Delaware
                     limited liability company

                     By:      Principal Office Investors, LLC, a Delaware
                              limited liability company, its authorized member

                              By:      Principal Life Insurance Company, an
                                       Iowa corporation, its administrative
                                       member


                                       By: /s/ Michael D. Ripson          (Seal)
                                          -------------------------------
                                       Its:


                                       By:_______________________________ (Seal)

                                       Its:



                     TENANT:

                     MEMBER-LINE SYSTEMS, INC.


                     By: /s/ Hans C. Kastensmith                          (Seal)
                        -------------------------------------------------
                           Title:President
                                 ----------------------------------------

                     By:_________________________________________________ (Seal)

                           Title:________________________________________





                                       27