L E A S E

         THIS LEASE, made in quadruplicate,  this 31st day of October,  1999, by
and between CHESAPEAKE SERVICES CORPORATION, a Virginia Corporation, hereinafter
referred  to as  "Lessor",  and  DAEDALUS  BUILDING  SYSTEMS,  INC.,  a Delaware
Corporation, hereinafter referred to as "Lessee."

                              W I T N E S S E T H:

         1. PREMISES. The Lessor does demise and let unto the Lessee, and Lessee
does lease and take from the Lessor,  for the term and upon the restrictions and
conditions  as set  forth  in this  Lease,  the  first  floor  of the  premises,
consisting  of 4,556 square feet,  inclusive of land,  building and  structures,
located at 8653 Richmond Highway, Alexandria,  Virginia 22309, together with all
alley  rights  and  parking  rights,  if any,  easements,  rights  of  way,  and
appurtenances in connection therewith or thereunto belonging.

         2.  USE OF LEASED PREMISES.

         a. Use.  Lessee  shall  occupy  and use the  demised  premises  for the
         operation  of an office and  facilities  for Lessee.  Lessee  shall not
         permit any conduct, which, in the opinion of Lessor, is disreputable.

          b.  Compliance  with Laws.  The lessee  shall comply with all federal,
          state, or municipal laws,  ordinances and regulations dealing with the
          use of the demised  premises,  and will save the Lessor  harmless from
          any damage,  penalty,  or charge imposed or incurred for the violation
          of any such laws,  ordinances,  or regulations,  whether occasioned by
          the Lessee,  its agents, or any other person using or present upon the
          demised premises.

         c. Waste and Quiet Conduct. The Lessee shall not commit or suffer to be
         committed  any waste or any  nuisance  upon the demised  premises.  The
         Lessee  shall keep the demised  premises  reasonably  clean and free of
         trash, waste paper and other litter.

         d.  Utilities and Service.  Lessee shall,  throughout  the term of this
         Lease,  pay for all  electricity,  gas,  water and every other service,
         commodity,  or article  which may be furnished and supplied to it or to
         the demised premises.



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         e. Lessor's Right to Enter.  The Lessee shall permit the Lessor and its
         authorized  agents,  at all reasonable  times during the period of this
         Lease, to enter upon the demised premises for the purpose of inspecting
         them.

         3.  POSSESSION.  The  Lessor  agrees  to  deliver  to  Lessee  physical
possession  of the demised  premises upon the  commencement  of the term hereof,
free and clear of all tenants  and  occupants  and the rights of either.  Lessee
agrees to deliver to the Lessor physical possession of the demised premises upon
the termination of the term hereof or any extension thereof,  in good condition,
and repair,  reasonable wear, damage by fire, or damage from any other cause not
directly attributable to the negligence of Lessee excepted.

         4. TERM. The term of this Lease shall be for five (5) years  commencing
on the 1st day of  November  1999,  and ending on the 31st day of October  2004,
unless otherwise terminated or renewed.

         5. OPTIONS TO RENEW.  Lessee shall have the right to extend the term of
this lease for three optional  periods of five (5) years each, if, at the end of
the  initial  term  of  this  Lease,  Lessee  is  not in  default  in any of its
obligations  imposed in this Lease.  The optional term shall be at the rental to
be agreed upon at the time of the  exercise of said option and subject to all of
the remaining terms contained in this Lease.

         The Lessee  shall  exercise  the  option by giving  the Lessor  written
notice of its intention to do so at least one hundred eighty (180) days prior to
the expiration of the original term.

         6.  RENT.

         a. Minimum  Rent.  The Lessee shall pay to the Lessor a minimum rent of
         Eighty Two Thousand  Eight  Dollars  ($82,008.00)  yearly,  payable Six
         Thousand  Eight Hundred  Thirty Four Dollars  ($6,834.00)  monthly,  at
         which  time the  rent  will  increase  as  adjusted  by  Paragraph  (d)
         hereunder.

         b. Time of Payment.  The  minimum  rent shall be paid in advance to the
         Lessor in monthly installments on the first day of each and every month
         of the term without notice or demand and without  abatement,  deduction
         or set-off in the amount as agreed.


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         c.  Additional  Annual  Rent.  The  Lessee  shall  pay  to  the  Lessor
         additional rent which shall be the rent as hereinafter defined.

         d. Rent Adjustment. The monthly base rent shall be increased on the 1st
         of each year during the term hereof,  beginning in 2001,  in accordance
         with the Index now known as "United States Bureau of Labor  Statistics,
         Consumer Price Index, All Urban Consumers," 1967 = 100 Base, All Items,
         Washington,  DC, SMSA  (hereinafter  referred to as the "Index").  Such
         adjustment  shall be computed by multiplying  the Monthly Base Rent for
         the immediately  preceding month  (hereinafter  "Existing  Monthly Base
         Rent")  by one  hundred  percent  (100%)  of a  fraction,  having  as a
         numerator the Index published for the month prior to the month in which
         the adjustment becomes effective, and having as a denominator the Index
         most  recently  published  prior to the Lease  Commencement  Date,  and
         subtracting the integer 1. Any resulting  positive number shall then be
         added to the  Existing  Monthly  Base Rent to  determine  the  Adjusted
         Monthly Base Rent.

Formula for Rent Adjustment in 2001:

CPI Index for 01/2000
Existing Monthly Base Rent x 1.00    ------------------
CPI Index for 01/2001 + Existing Monthly Base Rent = Adjusted Monthly Base Rent.

         Provided,  however,  that the amount payable by Tenant under this Lease
as  Monthly  Base  Rent  shall not be less  than the  Monthly  Base Rent for the
immediately preceding month.

         e. If such Index shall be discontinued  with no successor or comparable
         successor  Index,  or if a  substantial  change  is made in the term or
         number of items  contained in this Index, or if the Index ceases to use
         1967 = 100 as the basis for  calculation,  the parties shall attempt to
         agree upon a substitute formula, but if the parties are unable to agree
         upon a  substitute  formula,  then the matter  shall be  determined  by
         arbitration  in accordance  with the rules of the American  Arbitration
         Association then prevailing.



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         NOTWITHSTANDING  THE ABOVE,  THE  INCREASE  IN ANY GIVEN YEAR SHALL NOT
EXCEED THREE (3%) PERCENT.

         f. Late Charge.  Lessee shall pay a late charge of five percent (5%) of
         any rental,  minimum or  additional,  received by Lessor later than ten
         (10) days after the due date.

         7. LIENS AND OTHER OBLIGATIONS.  Lessee will not create or permit to be
created  or  to  remain,  and  will  discharge,  any  lien,  security  interest,
encumbrance  or charge  upon the demised  premises  or any part  thereof or upon
Lessee's  leasehold  interest  therein;  provided  that  the  existence  of  any
mechanic's  lien or right in respect thereof shall not constitute a violation of
this section if it is bonded or insured.

         8.  REAL  ESTATE  TAXES.  Lessor  shall  be  obligated  to pay all real
property taxes (including extraordinary and/or special assessments) which may be
levied or assessed by any lawful authority against the land, buildings and other
improvements as additional rent.

         9.  FURNITURE,  FIXTURES AND  EQUIPMENT.  All  furniture,  fixtures and
equipment  furnished  to or  installed  in or on  the  demised  premises  at the
Lessee's  expense  shall  belong to and be the  property  of the  Lessee and the
Lessee shall have the right to remove said  furniture,  fixtures  and  equipment
from said leased  premises  at any time during the term of this Lease,  provided
said  Lessee is not then in default in the  payment or rent or other  charges as
provided in this Lease.

         Lessee  shall  have the  right,  prior to and  during  the term of this
Lease,  at any time and from time to time, to install such  equipment,  fixtures
and furnishings as Lessee may desire to place in the demised  premises,  without
liability by Lessee  therefor,  except for  negligence of Lessee,  its agents or
employees.  Lessor  shall  not be liable to  Lessee  for any  loss,  damage,  or
destruction  of any equipment,  fixtures or furnishings  placed upon the demised
premises by Lessee  except for any such loss,  damage or  destruction  caused by
negligence or willful misconduct on the part of Lessor, its agents,  contractors
or employees.


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         10. QUIET  POSSESSION.  The Lessor agrees that the Lessee,  upon paying
the rent and performing the covenants of this Lease,  may quietly have, hold and
enjoy the demised  premises and all rights  granted  Lessee in this Lease during
the term hereof or any extension thereof.

         11.  INDEMNIFICATION AND NON-LIABILITY OF LESSOR.  Lessee covenants and
agrees to indemnify and save Lessor  harmless  against any and all claims by any
person,  firm,   corporation  or  governmental   authority,   arising  from  the
occupation,  use, possession,  conduct or management of or from any work done in
or about the demised premises or from the subletting of any part thereof. Lessee
also covenants and agrees to indemnify and save Lessor harmless against and from
any and all claims  arising from (1) any breach or default on the part of Lessee
in the  performance  of any  covenant or  agreement  to be  performed  by Lessee
pursuant to this Lease;  and (2) any act of  negligence  by Lessee or any of its
agents, contractors, servants, employees or licensees.

         12. INSURANCE. Lessee will continuously maintain insurance against such
risks  as are  customarily  insured  against  by  businesses  of like  size  and
character,  paying as the same shall become due all premiums in respect thereto,
including but not limited to the following:

             a. General  public  liability  insurance  against  claims of bodily
             injury,  death or  property  damage  occurring  on, in or about the
             demised premises,  such insurance to afford protection to Lessor of
             not less than One Million Dollars  ($1,000,000.00)  with respect to
             bodily  injury  or death to any one  person,  and not less than One
             Million Dollars  ($1,000,000.00)  with respect to any one accident,
             and not less than Two Hundred Fifty Thousand Dollars  ($250,000.00)
             with respect to property damage.  Policies for such insurance shall
             name the Lessor,  Lessee and such lending  institutions that Lessor
             may name as  assureds  as their  respective  interests  may appear.
             Copies of all insurance policies shall be delivered to Lessor.

         13. MAINTENANCE AND REPAIR. During the term of this Lease, Lessor will,
at  its  own  expense,  keep  the  demised  premises  and  all  equipment,   all
improvements,   interior  and  exterior,  including,  without  limitation,  roof


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parking, masonry, heating, air conditioning, electrical and plumbing systems, in
good repair and  operating  condition,  making from  time-to-time  all necessary
repairs and replacements thereof.

         The Lessor hereby  covenants  and agrees that it will  commence  repair
work  within  fifteen  (15)  days  from  receipt  of  written  notice  by Lessee
specifying the necessary repairs.  Failure of the Lessor to reasonably  commence
and complete  such  necessary  repairs  shall  constitute  a default  under this
agreement, and Lessee shall be entitled to all remedies upon default as provided
hereunder,  including  the right,  but not hereby the  obligation,  to make such
repairs  for the Lessor and the  expense  thereof  shall  constitute  and may be
deducted from the rent.

         Lessor shall be required to rebuild or make any repairs,  renewals,  or
replacements  of the  demised  premises  or other  improvements  on the  demised
premises  of any nature  whatever.  Lessee  may,  at its own  expense,  make any
additions,  modifications  or improvements  to the demised  premises that it may
deem desirable for its business  purposes that do not adversely affect the value
of the demised  premises or the  structural  integrity  of any building or other
structure forming a part thereof, provided that such additions, modifications or
improvements  are  located  wholly  within  the  boundary  lines of the  demised
premises.  All  such  renewals,  replacements,   additions,   modifications  and
improvements shall become a part of the demised premises.

         14. ENTRY AND INSPECTION. The Lessee shall permit Lessor and his agents
to enter the demised  premises at all reasonable  times for any of the following
purposes:  to inspect  the same;  to  maintain  the  building  in which the said
premises are located; to make such repairs to the demised premises as the Lessor
may elect to make; to post notices of  non-responsibility  for all  alterations,
additions or repairs. The Lessor shall have such right of entry and the right to
fulfill  the  purpose  thereof  without any rebate of rent to the Lessee for any
loss of occupancy or quiet enjoyment of the demised premises thereby occasioned.

         15. DAMAGE AND CONDEMNATION. If all or any part of the demised premises
is destroyed or damaged by fire or other  casualty  prior to the end of the term
of this  Lease,  the Lessor  will  promptly  repair and  rebuild or replace  the
property  damaged or destroyed to  substantially  the same condition as prior to
such  damage or  destruction.  The Lessor or Lessee,  as the case may be,  shall
apply so much of the net  proceeds  of  insurance  received  on  account of such
damage  or  destruction  as may be  necessary  to the  cost of such  repair  and


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rebuilding.  If such net proceeds  shall be  inadequate  to pay the full cost of
such repair and rebuilding, Lessor will pay the excess cost thereof. Any balance
of such net  proceeds  remaining  after  payment of the cost of such  repair and
rebuilding shall be the property of Lessor and shall be paid to the Lessor.  Any
disbursement  of  insurance  proceeds  by a holder  of a Deed of Trust  shall be
deemed to have been made by the Lessor.  If any holder of a Deed of Trust shall,
in lieu of disbursing  any portion of insurance  proceeds to which the Lessee is
entitled,  apply  them to the  indebtedness  secured  by the Deed of Trust,  the
Lessor shall provide an equivalent sum from other sources.

         16. CONDEMNATION.  If the demised premises or any part thereof shall be
taken by any governmental or quasi-governmental  authority pursuant to the power
of eminent  domain,  Lessee  agrees to make no claim for any rights which Lessee
may have to any  portion  of any  award  made as a result  of such  taking.  The
foregoing notwithstanding,  Lessee shall be entitled to claim, prove and receive
in the  condemnation  proceedings  such awards as may be allowed for  relocation
expenses and for fixtures and other  equipment  installed by it which shall not,
under the terms of this  Lease,  be or become the  property of the Lessor at the
termination  hereof,  but only if such awards shall be made by the  condemnation
court in  addition  to and stated  separately  from the award made by it for the
land and the building or part thereof so taken.

         If the nature,  location or extent of any proposed condemnation is such
that the  demised  building  will be  substantially  taken,  then the Lessor may
terminate  this  Lease by giving at least  sixty (60)  days'  written  notice of
termination  to the Lessee at any time after  such  condemnation  and this Lease
shall terminate on the date specified in such notice.

         17. SUBORDINATION. This Lease is subject and subordinate to any and all
mortgages or Deeds of Trust now or hereafter placed on the property of which the
demised premises are a part.

         18.  CUSTOM  AND  USAGE.  Any law,  usage,  or custom  to the  contrary
notwithstanding  the Lessor  shall  have the right at all times to  enforce  the
covenants  and  conditions  of this  Lease in strict  accordance  with the terms


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hereof,  notwithstanding  any  conduct  or custom  on the part of the  Lessor in
refraining from so doing at any time or times.  The failure of the Lessor at any
time to enforce  its rights  under such  covenants  and  conditions  strictly in
accordance  with the same shall not be construed  as having  created a custom in
any way or manner  contrary to the specific  covenants  and  conditions  of this
Lease or as having in any way or manner modified or waived same.

         19. CONTROL OF LESSEE.  Lessee may transfer all or part of its interest
to a Partnership or  Corporation  controlled by Lessee so long as Lessee remains
in the actual  conduct of the business and both the new entity as well as Lessee
are primarily liable.

         20.  EVENTS OF DEFAULT.  Each of the  following  shall be deemed both a
default by the Lessee and a breach of this Lease:

         a. A default in the  payment of the rent herein  reserved,  or any part
         thereof,  for a period of ten (10) days  after it shall  become due and
         payable  (it being  specifically  understood  and agreed  that the term
         "Rent" includes  minimum annual rent, CPI adjustment,  and any payments
         due for any other  consideration  under the lease that is identified as
         rent in this Lease);

         b. A default in the  payment of any other  money  payment due under the
         terms of this Lease.

         c.  The  appointment  of a  receiver  to  take  possession  of  all  or
         substantially all of the assets of the Lessee;

         d.  A general assignment by the Lessee for the benefit of creditors;

         e. The  acquiescence  by the Lessee to the  appointment of a creditor's
         committee;

         f.  The  dissolution  or  the   commencement  of  any  action  for  the
         dissolution or liquidation of the Lessee;

         g. Any action taken or suffered by the Lessee under any  insolvency  or
         bankruptcy act;


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         h. The rendering of a final  judgment or decree  against Lessee for the
         payment of money and execution and levy thereupon,  which execution and
         levy be not dismissed within ten (10) days after such date of execution
         and levy.

         21. LESSOR'S RIGHT TO CURE. In the event of any breach hereunder by the
Lessee,  the Lessor may immediately or at any time  thereafter,  without notice,
breach for the account  and at the  expense of the Lessee.  If the Lessor at any
time by reason of such breach, is compelled or elects to pay any sum of money or
incurs any expenses,  including  reasonable  attorney's  fees,  in  instituting,
prosecuting  or defending  any action to enforce or protect the Lessor's  rights
hereunder,  such sum and  expenses,  together with  interest,  costs and damages
shall be deemed to be additional rent hereunder and shall be due from the Lessor
to the Lessor on the first day of the month  following  the Lessor's  payment of
such sums or expenses.

         22. LESSOR'S REMEDIES.  Upon the happening of any of the aforementioned
defaults,  this Lease shall, at Lessor's  option,  cease and determine and shall
operate as a Notice to Quit, any written  Notice to Quit being hereby  expressly
waived.  Lessor may proceed to recover  possession of said premises by virtue of
any legal  process  as may at the time be in  operation  and force in like cases
relative to proceedings  between Lessor and Lessee, and Lessee shall pay for any
Court costs  relative to such  proceedings  and a reasonable  attorney's fee and
Lessor may, at its option,  re-enter  and re-rent the demised  premises  for the
account of the Lessee,  and in such event,  Lessee shall remain liable to Lessor
for any and all deficiencies in the rent under this Lease.

         23. RE-LETTING. Should Lessor elect to re-enter, as herein provided, or
should it take  possession  pursuant  to legal  proceedings  or  pursuant to any
notice provided by law, it may either terminate this Lease, or it may, from time
to time,  without  terminating this Lease, make such reasonable  alterations and
reasonable  repairs as may be  necessary  in order to re-let the  premises,  and
re-let said  premises or any part  thereof for such term or terms  (which may be
for a term  extending  beyond  the term of this  Lease)  and at such  rental  or
rentals and upon other terms and conditions as Lessor in its discretion may deem
advisable;  upon each such  re-letting,  all rentals received by the Lessor from
such re-letting shall be applied first to the payment of any indebtedness, other
than rent due  hereunder  from Lessee to Lessor;  second,  to the payment of any
costs and expenses of such re-letting,  including  brokerage fees and attorney's
fees and of costs of such reasonable alterations and reasonable repairs;  third,


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to the payment of rent due and unpaid hereunder;  and the residue, if any, shall
be held by Lessor and  applied in payment of future  rent as the same may become
due and payable hereunder.  If such rentals received from such re-letting during
any month be less than that to be paid  during  that month by Lessee  hereunder,
Lessee  shall  pay any such  deficiency  to  Lessor.  Such  deficiency  shall be
calculated  and paid  monthly.  No such  re-entry or taking  possession  of said
premises by Lessor  shall be  construed  as an election on its part to terminate
this  Lease  unless a  written  notice of such  intention  be given to Lessee or
unless the termination thereof be decreed by a Court of competent  jurisdiction.
Notwithstanding any such re-letting without termination, Lessor may, at any time
thereafter,  elect to terminate this Lease for nay-such previous breach.  Should
Lessor at any time terminate this Lease for any breach, in addition to any other
remedies it may have, it may recover from Tenant  damages it may incur by reason
of  such  breach  including  reasonable  attorney's  fees  and  other  costs  of
recovering the demised premises.

         24. ASSIGNMENT.  The Lessee shall not assign this Lease or any interest
therein,  and shall not sublet the  demised  premises  or any part  thereof,  or
permit  another person or entity to occupy or use the demised  premises  without
consent of said Lessor, which shall not be unreasonably withheld.

          In the event Lessee  assigns,  sublets or allows the occupation or use
of the demised premises by another person or entity, Lessor shall be entitled to
fifty  percent  (50%)  of any  and  all  rental  payments  made or due by such a
sublessee  in excess of the payments  required  hereunder  from the Lessee,  and
Lessee  covenants and agrees to remain primarily liable for all payment required
under this Lease.

         25.  CAPTIONS AND HEADINGS.  Captions and headings are for  convenience
and reference only.

         NOTICES.  All  notices,   approvals,   consents,   requests  and  other
communications  hereunder  shall be in writing  and shall be deemed to have been
given when  delivered or mailed by first class,  registered  or certified  mail,
postage  prepaid,  addressed  to Lessee at 8653  Richmond  Highway,  Alexandria,
Virginia 22309, or if to Lessor, at 8653 Richmond Highway, Alexandria,  Virginia
22309.  The Lessor and Lessee  may, by notice  given  hereunder,  designate  any
further or different addresses to which subsequent notices, approvals, consents,
requests or other communications shall be sent or persons to whose attention the
same shall be directed.

         26. SEVERABILITY.  If any provision of this Lease shall be held invalid
by any Court of competent  jurisdiction,  such holding shall not  invalidate any
other provision hereof.

         27.  VIRGINIA  LAW TO  GOVERN.  This  Lease  shall be  governed  by the
applicable laws of the Commonwealth of Virginia.

         28. ENTIRE UNDERSTANDING.  This Lease embodies the entire understanding
and all agreements  between the parties.  No party has made or shall be bound by
any  agreement or  representation  to the other party which is not expressly set
forth herein.

         29.  BINDING ON  SUCCESSORS.  The  covenants and  conditions  contained
herein shall, subject to the provisions as to assignment,  apply to and bind the
heirs,  successors  and  assigns of all the parties  hereto.  All of the parties
hereto shall be jointly and severally liable hereunder.

         IN WITNESS  WHEREOF,  Lessor and Lessee  have  caused  this Lease to be
executed in their  respective name all as of the day and year first  hereinabove
written.
                  LESSOR:

                  CHESAPEAKE SERVICES CORPORATION,

                  a Virginia Corporation

                  By:  /s/
                           -------------------------
                       EDWARD A. McCULLOCH
                       President

                  LESSEE:

                  DAEDALUS BUILDING SYSTEMS, INC.

                  a Delaware Corporation

                  By:  /s/
                           -------------------------
                       Patricia L. Espino-NAYAR
                       Vice President

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