<PAGE>


                       MARYLAND FULL-SERVICE OFFICE LEASE

                               HARBORPLACE TOWER
   
                                 by and between
          
            BALTIMORE CENTER ASSOCIATES LIMITED PARTNERSHIP, Landlord

                by ROUSE OFFICE MANAGEMENT, INC. Managing Agent,

                                      and

                        EARTHSHELL CORPORATION, Tenant


<PAGE>

                               Table of Contents

<TABLE>
<CAPTION>
<S>                                                          <C> 
1.  SUMMARY OF TERMS .........................................   1
2.  DEFINITIONS ..............................................   3
3.  LEASED PREMISES: MEASUREMENT .............................   4
4.  TERM AND COMMENCEMENT OF TERM ............................   4
    4.1  TERM ................................................   4
    4.2. READY FOR OCCUPANCY .................................   5
    4.3. OPTION TO RENEW .....................................   5
5.  TENANT IMPROVEMENTS AND ACCEPTANCE OF PREMISES............   6
    5.1. TENANT IMPROVEMENTS .................................   6
    5.2. ACCEPTANCE OF PREMISES ..............................   6
6.  RENT .....................................................   7
    6.1. ANNUAL BASIC RENT ...................................   7
    6.2. INTENTIONALLY OMITTED ...............................   7
    6.3. ADDITIONAL RENT .....................................   7
    6.4. ADVANCE RENT AND SECURITY DEPOSIT ...................   7
    6.5. LATE CHARGE .........................................   8
7.  OPERATING COST ESCALATIONS ...............................   8
    7.1. DEFINITIONS .........................................   8
    7.2. PAYMENT OF OPERATING COST ESCALATION ................  13
8.  USE, CARE AND REPAIR OF PREMISES BY TENANT ...............  14
    8.1. PERMITTED USES ......................................  14
    8.2. CARE OF PREMISES ....................................  14
    8.3. HAZARDOUS SUBSTANCES ................................  15
    8.4. COMPLIANCE WITH LAWS ................................  16
9.  RULES AND REGULATIONS ....................................  16
10. COMMON AREA ..............................................  16
    10.1. DEFINITION OF COMMON AREA ..........................  16
    10.2. USE OF COMMON AREA .................................  16
    10.3. ALTERATIONS TO THE COMMON AREA .....................  17
    10.4. MAINTENANCE ........................................  17
11. SERVICES AND UTILITIES ...................................  17
12. ELECTRIC CURRENT .........................................  18
13. LOSS, DAMAGE AND INJURY ..................................  19
14. REPAIRS BY LANDLORD ......................................  19
15. ALTERATIONS, TITLE AND PERSONAL PROPERTY .................  20
    15.1. ALTERATIONS ........................................  20
    15.2. TITLE ..............................................  21
    15.3. TENANT'S PERSONAL PROPERTY .........................  21
16. INSURANCE ................................................  21
                                                        

                                      -i-
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                          <C> 
   16.1. TENANT'S INSURANCE ................................   21
   16.2. TENANT'S FAILURE TO INSURE ........................   21
   16.3. COMPLIANCE WITH POLICIES ..........................   22
   16.4. WAIVER OF RIGHT OF RECOVERY .......................   23
   16.5. LANDLORD'S INSURANCE ..............................   23
17. DAMAGE AND DESTRUCTION .................................   23
   17.1. LANDLORD'S OBLIGATION TO REPAIR AND RECONSTRUCT....   23
   17.2. TERMINATION OF LEASE...............................   24
   17.3. DEMOLITION OF THE BUILDING ........................   24
   17.4. INSURANCE PROCEEDS ................................   24
18. CONDEMNATION ...........................................   24
   18.1  TERMINATION .......................................   24
   18.2  RIGHTS TO AWARD....................................   25
19. BANKRUPTCY .............................................   26
   19.1. EVENT OF BANKRUPTCY ...............................   25
   19.2. ASSUMPTION BY TRUSTEE .............................   26
   19.3  TENANT'S GUARANTOR'S BANKRUPTCY ...................   26
20. DEFAULT PROVISIONS AND REMEDIES ........................   26
   20.1. EVENTS OF DEFAULT .................................   26
   20.2. REMEDIES ..........................................   27
   20.3. DAMAGES............................................   28
   20.4. NO WAIVER..........................................   29
   20.5. REMEDIES NOT EXCLUSIVE ............................   29
   20.6. PERSISTENT FAILURE TO PAY RENT ....................   30
21. INTENTIONALLY DELETED ..................................   30
22. INDEMNITY ..............................................   30
23. LIMITATION ON LANDLORD LIABILITY .......................   30
24. LANDLORD OBLIGATIONS ...................................   31
25. ASSIGNMENT AND SUBLETTING ..............................   31
   25.1. PROHIBITED WITHOUT LANDLORD'S CONSENT .............   31
   25.2. STOCK TRANSFER ....................................   32
   25.3. RENTS FROM TRANSFER ...............................   32
   25.4  PROCEDURE FOR OBTAINING LANDLORD'S CONSENT.........   32
26. HOLDING OVER ...........................................   33
27. SUBORDINATION AND ATTORNMENT ...........................   33
28. ESTOPPEL CERTIFICATES ..................................   34
29. PEACEFUL AND QUIET POSSESSION ..........................   34
30. LANDLORD'S ACCESS TO PREMISES ..........................   35
31. RELOCATION .............................................   35
32. BROKERS, COMMISSIONS, ETC ..............................   35
33. RECORDATION ............................................   35
34. MISCELLANEOUS ..........................................   36

</TABLE>


                                     -ii-
<PAGE>

<TABLE>
<CAPTION>
<S>                                                          <C> 
   34.1.  SEPARABILITY ......................................   36
   34.2.  APPLICABLE LAW ....................................   36
   34.3.  AUTHORITY .........................................   36
   34.4.  NO DISCRIMINATION .................................   36
   34.5.  INTEGRATION OF AGREEMENTS .........................   36
   34.6.  THIRD PARTY BENEFICIARY ...........................   37
   34.7.  CAPTIONS: GENDER ..................................   37
   34.8.  SUCCESSORS AND ASSIGNS ............................   37
   34.9.  WAIVER OF JURY TRIAL ..............................   37
   34.10. JOINT AND SEVERAL LIABILITY .......................   37
   34.11. NOTICES ...........................................   37
   34.12. EFFECTIVE DATE OF THIS LEASE ......................   37
   34.13. MECHANICS' LIENS...................................   37
   34.14. WAIVER OF RIGHT OF REDEMPTION .....................   38
   34.15. CITY'S OR MORTGAGEE'S PERFORMANCE..................   38
   34.16. CITY'S OR MORTGAGEE'S LIABILITY ...................   38
   34.17. SCHEDULES .........................................   38
   34.18. TIME OF ESSENCE ...................................   38
   34.19. AMENDMENT .........................................   38
   34.20. PARKING ...........................................   38

</TABLE>
                                             
SCHEDULES
---------

   A - Plat showing location of the Premises
   B - Plans and Specifications for Tenant Improvements
   C - Rules and Regulations
   D - Intentionally Omitted


                                    -iii-
<PAGE>

                     MARYLAND FULL-SERVICE OFFICE LEASE

                             HARBORPLACE TOWER

    THIS LEASE is made and entered into as of                 by and between 
BALTIMORE CENTER ASSOCIATES LIMITED PARTNERSHIP, a Maryland limited 
partnership ("Landlord") by ROUSE OFFICE MANAGEMENT, INC. Managing Agent. and 
EARTHSHELL CORPORATION, a Delaware corporation ("Tenant").

    In consideration of the rents hereinafter reserved and the agreements 
hereinafter set forth. Landlord and Tenant mutually agree as follows:

    1. SUMMARY OF TERMS.

    The following is a summary of the principal terms of the Lease. Any 
capitalized term set forth below shall,for the purposes of this Lease, have 
the meaning ascribed to it in this Section 1.

    A.   DESCRIPTION OF PREMISES

         (1) BUILDING: The building known as Harborplace Tower, formerly 
known as Legg Mason Tower and located at 111 S. Calvert Street, Baltimore, 
Maryland 21202.

         (2) BUSINESS COMMUNITY: not applicable.

         (3) PREMISES: Approximately 8,066 square feet of Rental Area on the 
nineteenth floor of the Building as shown on SCHEDULE A.

    B.   RENT

         (1) ANNUAL BASIC RENT:

<TABLE>
<CAPTION>

    Term                Annual Basic Rent       Monthly Installment
    ----                -----------------       -------------------
<S>                     <C>                     <C>

    Rental Year 1:      $209,715.96             $17,476.33
    Rental Years 2-3:   $217,782.00             $18,148.50
    Rental Years 4-5:   $225,848.04             $18,820.67
    Rental Year 6:      $233,913.96             $19,492.83
    Rental Year 7:      $241,980.00             $20,165.00
    Rental Year 8:      $250,046.04             $20,837.17
</TABLE>

                                      -1-

<PAGE>

         (2) ADVANCE RENT: Seventeen Thousand Four Hundred Seventy-six 
Dollars and Thirty-three Cents ($17,476.33) representing the installment of 
Annual Basic Rent for the first leasehold month of the Term.

         (3) SECURITY DEPOSIT: Seventeen Thousand Four Hundred Seventy-six 
Dollars and Thirty-three Cents ($17,476.33) to be held by Landlord as provided 
in Section 6.4

    C.   ADJUSTMENT.

         (1) BASE OPERATING COSTS: The Base Operating Costs for the Premises 
shall be the Operating Costs for the Operating Year which commences January 1, 
1998, multiplied by Tenant's Fractional Share.

         (2) ADJUSTMENT PERIOD CONSUMER PRICE INDEX. Intentionally omitted.

    D.   TERM

         (1) TERM: Eight (8) years, subject to Section 4.

         (2) LEASE COMMENCEMENT DATE: August 1, 1998, subject to Section 4.

         (3) TERMINATION DATE: July 31, 2006, subject to Section 4.

    E.   NOTICE AND PAYMENT

         (1) Tenant Notice Address:
                                      Earthshell Corporation            
                                      111 S. Calvert Street             
                                      Baltimore, Maryland 21202         
                                                                        
                                            with a copy to:             
                                                                        
                                      General Counsel                   
                                      Earthshell Corporation            
                                      800 Miramonte Drive               
                                      Santa Barbara, California 93109  

         (2) Landlord Notice Address:
                                      Rouse Office Management, Inc. 
                                      300 East Lombard Street       
                                      Baltimore, Maryland 21202-3211
                                                                    
                                      with a copy to:               
                                      Rouse Office Management, Inc. 
                                      c/o The Rouse Company         
                                      10275 Little Pautxent Pkwy    
                                      Columbia, Maryland 21044      
                                      Attention: General Counsel    


                                       -2-

<PAGE>

         (3) Landlord Payment Address:
                                      Rouse Office Management, Inc.
                                      P.O. Box 64078
                                      Columbia, Maryland 21264-4078

    F.   BROKER
                                      Colliers Pinkard
                                      100 Light Street, Suite 1400
                                      Baltimore, Maryland 21202
                                      Attn: David Downey

    2. DEFINITIONS.

    For purposes of this Lease, the Schedules attached and made a part hereof 
and all agreements supplemental to this Lease, the following terms shall have 
the respective meanings as set forth in the following Section, subsection, 
paragraph and Schedule references:

<TABLE>
<CAPTION>
                                                                     Reference
<S>                                                                  <C>
Additional Rent............................................................6.3
Advance Rent...........................................................1.B.(2)
Alterations...............................................................15.1
Annual Basic Rent......................................................1.B.(1)
Bankruptcy Code...........................................................19.1
Base Operating Cost....................................................1.C.(2)
Building...............................................................1.A.(1)
BOMA Standard..............................................................3.1
Casualty..................................................................17.1
Common Area...............................................................10.1
Default Rate...............................................................6.5
Event of Default..........................................................20.1
Event of Tenant's Bankruptcy..............................................19.1
Fractional Share...........................................................7.1
Insolvency Laws...........................................................19.1
Landlord Notice Address...................................................1.E.
Landlord Payment Address..................................................1.E.
Lease Commencement Date................................................1.D.(2)
Mortgage....................................................................27
Mortgagee...................................................................27
Operating Costs............................................................7.1
Operating Costs Statement..................................................7.2
Operating Year.............................................................7.1
Plans and Specifications...................................................5.1
Premises...............................................................1.A.(3)

                                       -3-

<PAGE>

Prevailing Market Rate-(Renewal Term)......................................4.3
Property...................................................................7.1
Public Areas........................................................Schedule C
Ready for Occupancy........................................................4.2
Renewal Term...............................................................4.3
Rental Area..................................................................3
Rental Year................................................................6.1
Rules and Regulations........................................................9
Security Deposit.......................................................1.B.(3)
Tenant Allowance...........................................................5.1
Tenant Improvements........................................................5.1
Tenant Notice Address.....................................................1.E.
Tenant's Share of Increased Operating Costs................................7.2
Tenant's Personal Property................................................15.3
Term.......................................................................4.1
Termination Date.......................................................1.D.(3)
Transfer....................................................................25

</TABLE>

    3. LEASED PREMISES: MEASUREMENT.

    Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, 
the Premises as shown on the plan attached hereto as SCHEDULE A, together 
with the right to use, in common with others, the Common Area. The rental 
area of the Premises ("Rental Area") has been computed in accordance with the 
Standard Method for Measuring Floor Area In Office Buildings, BOMA, American 
National Standard. 1981 ("BOMA Standard").

    4. TERM AND COMMENCEMENT OF TERM.

    4.1. TERM. The term of this Lease (the "Term") shall commence on the Lease 
Commencement Date: provided, however, that if the Premises are not Ready for 
Occupancy as of such Lease Commencement Date for any reason, except for 
delays caused solely by Tenant, then the Lease Commencement Date shall be 
delayed until the earlier of:

    a. the date on which Tenant shall take possession of all or any portion 
of the Premises, provided that such possession shall be only with the written 
approval of Landlord; or

    b. the date the Premises are Ready for Occupancy;

and, if necessary, the Termination Date shall be adjusted to effect the total 
number of years in the Term, as set forth in subsection 1.D. plus the part of 
the month, if any, from the adjusted Lease. Commencement Date to the first 
full month of the Term.

    If the Premises are Ready for Occupancy prior to the Lease Commencement 
Date, the Term shall commence on the date the Premises are Ready for 
Occupancy, and if necessary, the Termination Date shall be adjusted to effect 
the total number of years in the Term, as set forth in subsection 1.D. plus 
the part of the month, if any, from the adjusted Lease C commencement Date to 
the first full month of the Term.


                                       -4-

<PAGE>

     In the event the Premises are not Ready for Occupancy by the Lease 
Commencement Date, as initially set forth above, because of a delay caused 
solely by Tenant, then said Lease Commencement Date shall not be delayed and 
Tenant's obligations shall commence as of said date, notwithstanding the 
status of construction.

     The Term shall be for the period of time specified in Section 1.D.(1) 
plus the part of the month, if any, from the Lease Commencement Date to the 
first day of the first full calendar month in the Term, unless earlier 
terminated pursuant to any other provision of this Lease or pursuant to law.  
At Landlord's request, Tenant shall promptly enter into one or more 
supplementary written agreements, in such form as Landlord shall reasonably 
prescribe, specifying the Lease Commencement Date and the Termination Date.

     4.2. READY FOR OCCUPANCY. For purposes hereof, the Premises shall be 
deemed conclusively ready for occupancy ("Ready for Occupancy") upon the 
completion of the following conditions:

     a. Landlord has substantially completed its work on the Tenant's 
Improvements except for incomplete items that are minor or non-substantial 
details of construction, mechanical adjustments, or finishing touches; and

     b. Landlord shall have received any governmental approvals which are 
necessary in order for Tenant to occupy the Premises without material 
interference to Tenant conducting its ordinary business activities, unless 
Tenant's acts or omissions have caused such approvals to be denied, in which 
case Tenant shall be deemed to have waived this condition 4.2.b.

     4.3. OPTION TO RENEW. Provided Tenant is in possession of the Premises 
and is not then in default of any term, covenant or condition of this Lease 
beyond any applicable notice and cure period, Tenant shall have the option to 
renew the Term of this Lease for one (1) additional period of five (5) years 
("Renewal Term") to commence immediately upon the expiration of the initial 
Term, upon the same terms, convenants and conditions as contained in this 
Lease, except that (i) the Annual Basic Rent during said Renewal Term shall 
be at the "Prevailing Market Rate" and (ii) there shall be no further option 
to renew except as specifically provided herein and (iii) Landlord shall not 
be obligated to construct, pay for or grant an allowance with respect to 
tenant improvements unless otherwise specifically provided for in this Lease 
or negotiated at the time Tenant exercises such option. "Prevailing Market 
Rate" shall mean the current market rental rate for the Premises as 
determined by Landlord or for similar space in comparable first-class office 
buildings in the Inner Harbor/Pratt Street area, but shall not be more than 
the rate at which Landlord would offer such space or space of approximately 
the same size and location to a third party in a bona fide arm's length 
transaction.

     In order to exercise the option granted herein, Tenant shall notify 
Landlord, in writing, not less then twelve (12) months prior to the 
expiration of the initial Term, that it is considering exercising its option 
to renew the Term. On receipt of such notice, Landlord will, in writing, not 
later than thirty (30) days after receipt of the notice from Tenant, quote to 
Tenant what the new Annual Basic Rent will be for the ensuing Renewal Term.  
Tenant shall then notify Landlord, in writing, not later than fifteen (15) 
days after notice received of such Annual Basic Rent, as to whether or not it 
will exercise the option herein granted and if no such notice of exercise of 
the option is received, the option shall be deemed waived.  In the event 
Tenant exercises the option, Landlord and Tenant shall execute a modification 
to this Lease acknowledging such renewal and setting forth the new Annual 
Basic Rent.


                                       -5-
<PAGE>


     The option shall be void if, at the time of exercise of such option. 
Tenant is not in possession of the Premises (unless Landlord has consented to 
a subletting of the Premises or an assignment of this Lease) or is in default 
under this Lease or if Tenant fails to deliver the requisite notice thereof 
within the time period specified above. The option granted herein shall not 
be severed from this Lease, separately sold, assigned or transferred.

     5. TENANT IMPROVEMENTS AND ACCEPTANCE OF PREMISES

     5.1. TENANT IMPROVEMENTS. Prior to the Lease Commencement Date, Landlord 
shall, in a good and workmanlike manner and with building-standard materials, 
make improvements to the Premises ("Tenant Improvements") in accordance with 
plans and specifications ("Plans and Specifications") to be prepared by 
Landlord and approved in writing by Tenant, which approval shall not be 
unreasonably withheld. In connection therewith, Landlord will prepare a 
budget for Tenant's review and approval. Once the Plans and Specifications 
are acceptable to both parties, it is agreed that same shall be attached 
hereto and become a part of this Lease, being identified as SCHEDULE B. 
Except as otherwise specifically provided in this Lease, Landlord shall not 
be responsible for performing or paying for the moving or installation of 
telephone and computer systems, wiring or cabling, or the acquisition, moving 
or installation of Tenant's furnishings, fixtures and equipment in the 
Premises; provided, however, to the extent the Tenant Allowance (hereinafter 
defined) is not fully utilized to pay for the cost of the Tenant 
Improvements, up to Eight Thousand Sixty-Six Dollars ($8,066.00) may be 
applied to Tenant's moving and cabling expenses provided Tenant submits to 
Landlord invoices evidencing such cabling and/or moving expenses. Landlord 
agrees to bear the cost of the Tenant Improvements in an amount not to exceed 
Two Hundred One Thousand Six Hundred Fifty Dollars and No Cents 
($201,650.00)("Tenant Allowance"), which amount includes demolition costs, 
Landlord's construction management fee and any other costs (exclusive of 
Common Area and corridor costs) required to improve the Premises from its 
current "as-is" condition. Tenant covenants and agrees to pay to Landlord, as 
Additional Rent, all costs and expenses incurred by Landlord in performing 
the Tenant Improvements in excess of the Tenant Allowance and to make such 
payment within thirty (30) days after receipt of a reasonably detailed 
invoice for same from Landlord. Except as otherwise provided in this Section 
5.1., any excess of the Tenant Allowance over the total cost of constructing 
the Tenants Improvement shall belong solely to Landlord.

     Any other initial improvements to the Premises not shown on the Plans 
and Specifications are subject to Landlord's prior written approval, which 
approval shall not be unreasonably withheld or delayed, and such improvements 
shall be performed by Landlord, and the cost thereof shall be paid by Tenant 
to Landlord within thirty (30) days following receipt of an invoice for same 
from Landlord. Any amounts payable by Tenant hereunder shall include 
Landlord's standard construction management fee computed on the total cost of 
construction (currently 13.5%), including but not limited to the cost of 
developing, preparing and modifying construction drawings.

     5.2. ACCEPTANCE OF PREMISES. Prior to occupancy, Landlord and Tenant 
shall conduct a joint inspection of the Premises during which they shall 
develop a mutually agreeable punchlist of items to be completed by Landlord. 
Tenant may amend such punchlist up to thirty (30) days after Tenant takes 
possession of the Premises. Tenant's occupancy of the Premises shall be 
deemed to constitute acceptance of the Premises and acknowledgment by Tenant 
that Landlord has fully complied with its obligations hereunder to construct 
and deliver the Premises to Tenant, except for the punchlist items, which 
shall be completed by Landlord within a reasonable time thereafter and except 
for latent defects, the existence of which Tenant gives Landlord notice 
within one (1) year following Tenant's opening for business in the Premises. 
After first notifying Tenant by telephone, Landlord shall have the right to 
enter the Premises to complete or repair any such punchlist items and entry 
by Landlord, its agents, 

                                       -6-

<PAGE>


employees or contractors for such purpose shall not constitute an actual or 
constructive eviction, in whole or in part, or entitle Tenant to any 
abatement or diminution of rent or relieve Tenant of any of its obligations 
under this Lease, or impose any liability upon Landlord or its agents, 
employees or contractors. Landlord shall use its reasonable efforts to 
minimize any disruption to Tenant's business activities and normal use of the 
Premises.

     If the Lease Commencement Date has not occurred within ninety (90) days 
following the date set forth in Section 1.D.(2), subject to the provisions of 
Section 24 and except for delays caused solely by Tenant, Tenant may elect to 
terminate this Lease by giving written notice of such intent to Landlord 
within fifteen (15) days after said ninety-day period. Upon any termination 
as aforesaid, this Lease shall be of no further force and effect, and, 
following the return to Tenant of the Advance Rent and Security Deposit, if 
any, neither party shall be liable to the other for damages of any type 
whatsoever on account of such termination.

     6. RENT.

     6.1. ANNUAL BASIC RENT. Tenant shall pay to Landlord during each Rental 
Year of the Term fixed rent equal to the Annual Basic Rent as set forth in 
Section 1.B.(1). Annual Basic Rent shall be payable in advance on the first 
day of each month of the Term in equal monthly installments, without notice, 
demand, abatement (except as otherwise specifically provided in this Lease), 
deduction or set-off. If the Term of this Lease shall commence on a day other 
than the first day of a month, the first payment shall include any prorated 
Annual Basic Rent for the period from the Lease Commencement Date to the 
first day of the first full calendar month of the Term.

     "Rental Year" shall mean each successive twelve (12) calendar month 
period occurring during the Term of this Lease, or portion of such a period, 
with the first Rental Year commencing as of the Lease Commencement Date and 
ending on the last day of the twelfth full calendar month thereafter and the 
last Rental Year ending on the Termination Date.  For any Rental Year of less 
or more than twelve full months, Annual Basic Rent and Tenant's Increased 
Share of Operating Costs shall be adjusted accordingly. All Annual Basic Rent 
and Additional Rent shall be paid to Landlord at the Landlord Payment Address.

     6.2. INTENTIONALLY OMITTED.

     6.3. ADDITIONAL RENT. Tenant shall pay to Landlord as additional rent 
("Additional Rent") all other sums of money which shall become due and 
payable hereunder, including but not limited to the payment of Tenant's 
Share of Increased Operating Costs. Unless a date for payment is otherwise 
specified herein, all Additional Rent shall be due and payable within thirty 
(30) days of invoicing by Landlord.

     6.4. ADVANCE RENT AND SECURITY DEPOSIT.

     A. ADVANCE RENT. Tenant shall, upon execution of this Lease, pay to 
Landlord an amount equal to the Advance Rent which shall be held by Landlord 
as security for the performance by Tenant of all of its obligations occurring 
prior to the Lease Commencement Date. If Tenant shall default in the 
performance of such obligations, Landlord may retain the Advance Rent as an 
offset against any actual damages thereby incurred by Landlord provided that 
the retention of such Advance Rent shall not preclude Landlord from pursuing 
any other remedy which it might have against Tenant. If no default shall 
occur by Tenant then the Advance Rent shall be applied against the 
installment of Annual Basic Rent payable for the month identified in Section 
1.B.(2).


                                       -7-
<PAGE>

     B. SECURITY DEPOSIT. Tenant shall, upon execution of this Lease, deposit 
with Landlord the Security Deposit to assure Tenant's performance of all 
terms, provisions and conditions of this Lease. Landlord shall have the 
right, but not the obligation, at any time, to apply the Security Deposit to 
cure any breach by Tenant under this Lease and, in that event, Tenant shall, 
within fifteen (15) days after request therefor, pay Landlord any amount 
necessary to restore the Security Deposit to its original amount. To the 
extent permitted by law, Landlord shall be entitled to the full use of the 
Security Deposit and shall not be required either to keep the Security 
Deposit in a separate account or to pay interest on account thereof. Any 
portion of the Security Deposit which is not utilized by Landlord for any 
purpose permitted under this Lease shall be returned to Tenant within sixty 
(60) days after the end of the Term provided Tenant has performed all of the 
obligations imposed upon Tenant pursuant to this Lease.

     6.5. LATE CHARGE. If Tenant fails to make any payment of Annual Basic 
Rent, Additional Rent, or other sums required to be paid hereunder on or 
before the date when payment is due, Tenant shall pay to Landlord, as 
Additional Rent, a late charge to cover extra administrative costs and loss 
of use of funds equal to (a) six percent (6%) of the amount due for the first 
month or portion thereof that such amount is past due plus (b) interest on 
the amount remaining unpaid thereafter at the rate of eighteen percent (18%) 
per annum or six percent (6%) above the prime rate charged by Citibank, N.A., 
as of the due date of such amount, whichever rate is the greater; provided, 
however, that should such late charge at any time violate any applicable law, 
the late charge shall be reduced to the highest rate permitted by law (the 
foregoing rate being herein referred to as the "Default Rate"). Landlord's 
acceptance of any rent after it has become due and payable shall not excuse 
any delays with respect to future rental payments or constitute a waiver of 
any of Landlord's rights under this Lease.

     Notwithstanding the above, the late charge set forth above shall be 
waived up to two (2) times in any twelve (12) month period, provided that 
Tenant pays the above described sums within five (5) days after the date due.

     7. OPERATING COST ESCALATIONS.

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

          a. "Operating Year" means each respective calendar year or part 
thereof during the Term of this Lease or any renewal thereof, or at the 
option of Landlord, any other twelve month period or part thereof designated 
by Landlord during the Term of this Lease or any renewal thereof.

          b. "Property" means the Building, the Office Parcel upon which the 
Building is situated, as shown and described on the subdivision Plan of the 
Gallery at Harborplace, and recorded among the Land Records of Baltimore 
City, Maryland in Plat Folder S.E.B. No. 3074, recorded February 13, 1986, 
and also such additional facilities in subsequent years as may be determined 
by Landlord to be reasonably necessary or desirable for the management, 
maintenance or operation of the Building.

          c. "Operating Costs" means all expenses and costs (but not specific 
costs which are allocated or separately billed to and paid by specific 
tenants) of every kind and nature which Landlord shall pay or become 
obligated to pay because of or in connection with owning, operating, 
managing, painting, repairing, insuring and cleaning the Property, including, 
but not limited to, the following:

                                       -8-
<PAGE>


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

          (ii) cost of all equipment purchased or rented which is utilized in 
the performance of Landlord's obligations hereunder, and the cost of 
maintenance and operation of any such equipment, but any equipment not 
exclusively engaged in the operation, maintenance, security and management of 
the Property shall be apportioned as deemed reasonably appropriate by 
Landlord;

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

          (iv) accounting costs, including the cost of audits by certified 
public accountants, outside legal and engineering fees and expenses incurred 
in connection with the operation and management of the Property.

          (v) wages, salaries and related expenses including the costs of all 
on-site and off-site agents or employees engaged in the operation, 
maintenance, security and management of the Property; provided, however, the 
wages, salaries and related expenses of any agents or employees not 
exclusively engaged in the operation, maintenance, security and management of 
the Property shall be apportioned as deemed reasonably appropriate by 
Landlord;

          (vi) cost of all insurance coverage for the Property from time to 
time maintained by Landlord, including but not limited to the costs of 
premiums for insurance with respect to personal injury, bodily injury, 
including death, property damage, business interruption, workmen's 
compensation insurance covering personnel and such other insurance as 
Landlord shall deem reasonably necessary, which insurance Landlord may 
maintain under policies covering other properties owned by Landlord in which 
event the premium shall be reasonably allocated;

          (vii) cost of repairs, replacements and general maintenance to the 
Property, including without limitation the mechanical, electrical and 
heating, ventilating and air-conditioning equipment and/or systems (excluding 
alterations attributable solely to tenants, capital improvements unless they 
are included under c(xi), and repairs and general maintenance paid by proceeds 
of insurance or by tenants or other third parties);

          (viii) any and all Common Area maintenance, repair or redecoration 
(including repainting) and exterior and interior landscaping, and all charges 
assessed against the Property pursuant to the Construction, Operation and 
Reciprocal Easement Agreement ("COREA") by and among Landlord, Gallery Hotel 
Limited Partnership, Baltimore Center Garage Limited Partnership and the 
Mayor and City Council of Baltimore dated February 13, 1986, and recorded 
among the Land Records of Baltimore City, in Liber No. 792, Folio 465, as 
amended, or pursuant to any laws, rules or regulations of any Federal, state 
or city authority.

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

          (x) all charges for electricity, gas, water, sewerage service, 
heating, ventilation and air-conditioning and other utilities furnished to 
the Property (including legal, architectural and engineering fees incurred 
in connection therewith);

                                       -9-
<PAGE>
 
          (xi) amortization of capital improvements made to the Building 
after the year of substantial completion of the Building, which improvements 
were undertaken by Landlord with the reasonable expectation that the same
would result in more efficient operation of the Building or are made by 
Landlord pursuant to any governmental law, regulation or action not 
applicable to the Building at commencement of construction of the Building; 
provided that the cost of each such capital improvement, together with any 
reasonable financing charges incurred in connection therewith, shall be 
amortized over the useful life thereof and only that portion attributable to 
each Operating Year shall be included herein for such Operating Year;

          (xii) a management fee for the operation and management of the 
Property which is currently three and one-half percent (3.5%) of the gross 
revenues of the Property, which management will not be increased to exceed a 
commercially reasonable management fee charged for comparable buildings in 
the central business district of Baltimore offering comparable services;

          (xiii) costs and expenses incurred in order to comply with covenants 
and conditions contained in liens, encumbrances and other manners of public 
record affecting the Property; and

          (xiv) all real estate taxes, assessments (special or otherwise), 
levies, ad valorem charges, benefit charges, water and sewer rents, rates and 
charges, privilege permits and any other governmental liens, impositions or 
charges of a similar or dissimilar nature, and any payments in lieu of such 
charges, regardless of whether any such items shall be extraordinary or 
ordinary, general or special, foreseen or unforeseen, levied, assessed, or 
imposed on or with respect to all or any part of the Property or upon the 
rent due and payable hereunder by any governmental authority (all of the 
aforesaid being hereinafter referred to as "Taxes"); provided, however, that 
if at any time during the Term or any extension thereof the method of 
taxation prevailing at the commencement of the Term shall be altered or 
eliminated so as to cause the whole or any part of the above items which 
would otherwise be included in Taxes to be replaced by a levy, assessment or 
imposition, which is (A) a tax assessment, levy, imposition or charge based 
on the rents received from the Property whether or not wholly or partially a 
capital levy or otherwise, or (B) a tax, assessment, levy, imposition or 
charge measured by or based in whole or in part upon all or any portion of 
the Property and imposed on Landlord, or (C) a license fee measured by the 
rent payable by Tenant to Landlord, or (D) any other tax, levy, imposition, 
charge or license fee, however described or imposed, then such levy, 
assessment or imposition shall be included in Taxes; provided, however, in no 
event shall Tenant be required to pay any inheritance, estate, succession, 
income, profits or franchise taxes unless they are in lieu of or in 
substitution for any of the above items which would otherwise be included in 
Taxes (Within a reasonable time after receipt of Tenant's written request, 
Landlord shall furnish copies of paid real estate tax bills to Tenant 
evidencing the payment of such bills);

          Any of the foregoing costs which under generally accepted 
accounting principles would be considered capital expenditures shall be 
amortized in accordance with generally accepted accounting principles.

               Notwithstanding the above, Operating Costs shall not include:

          (a) payments of principal, interest, points and fees on any 
mortgages, deeds of trust or other financing instruments relating to the 
financing of the Property:

          (b) leasing commissions or brokerage fees:


                                       -10-
<PAGE>

          (c) costs associated with preparing: improving or altering space 
for any leasing or releasing of any space within the Building;

          (d) any increase in real estate taxes based on a re-assessment of 
the Property resulting from the sale of the Property;

          (e) any ground lease rental;

          (f) costs of capital improvements and equipment, except for those 
(i) required by laws enacted on or after the date hereof (amortized over the 
useful life of the improvement and/or equipment), together with interest at 
the actual interest rate incurred by Landlord in connection with such capital 
improvements, and (ii) acquired to reduce Operating Expenses amortized over 
the useful life of the improvement to equal the amount of Operating Expenses 
to be saved in each calendar year throughout the Term (as determined at the 
time Landlord elected to proceed with the capital improvement or acquisition 
of the capital equipment to reduce Operating Expenses), together with 
interest at the actual interest rate incurred by Landlord;

          (g) rentals for items (except when needed in connection with normal 
repairs and maintenance of permanent systems) which if purchased, rather than 
rented, would constitute a capital improvement which is specifically excluded 
in Subsection (f) above (excluding, however, equipment not affixed to the 
Building which is used in providing janitorial or similar services);

          (h) costs incurred by Landlord for the repair of damage to the 
Building, to the extent that Landlord is reimbursed by insurance proceeds;

          (i) costs, including permit, license and inspection costs, incurred 
with respect to the installation of tenant improvements in the Building or 
incurred in renovating or otherwise improving, decorating, painting or 
redecorating vacant leasable space for tenants or other occupants of leasable 
premises in the Building;

         (j) depreciation, amortization and interest payments, except as 
provided herein and except on materials, tools, supplies and vendor-type 
equipment purchased by Landlord to enable Landlord to supply services 
Landlord might otherwise contract for with a third party where such 
depreciation, amortization and interest payments would otherwise have been 
included in the charge for such third party's services, all as determined in 
accordance with generally accepted accounting principles, consistently 
applied, and when depreciation or amortization is permitted or required, the 
item shall be amortized over its reasonably anticipated useful life;

         (k) marketing costs, including leasing commissions, attorney's fees 
in connection with the negotiation and preparation of letters, deal memos, 
letters of intent, leases, subleases and/or assignments, space planning 
costs, and other costs and expenses incurred in connection with lease, 
sublease and/or assignment negotiations and transaction with present or 
prospective tenants or other occupants of the Building;

         (l) costs incurred by Landlord for alterations which are considered 
capital improvements, and replacements under generally accepted accounting 
principles, consistently applied, except as permitted in (f) and (g) above;


                                       -11-
<PAGE>

           (m) costs of a capital nature, including costs of a capital nature 
relating to "Year 2000" costs, including without limitation, capital 
improvements, capital repairs, capital equipment and capital tools, all as 
determined in accordance with generally accepted accounting principles, 
consistently applied, excepted as permitted in (f) and (g) above;

           (n) costs incurred by Landlord due to a violation by any other 
tenant of the terms and conditions of any lease;

           (o) any amounts paid by Landlord for, materials, labor or 
equipment shall be limited to the amounts which would have been paid for the 
aforesaid, based upon their procurement from an unaffiliated party in an arms 
length transaction;

           (p) Landlord's general corporate overhead and corporate general 
and administrative expenses, to the extent such overhead and expenses exceeds 
the management fee;

           (q) any compensation paid to clerks, attendants or other persons, 
rendering services on behalf of Landlord in commercial concessions operated 
by Landlord, or any compensation paid to attendants working in a parking 
garage in the Building or any other parking facility operated by Landlord;

           (r) except for making repairs or keeping permanent systems in 
operation while repairs are being made, rentals and other related expenses 
incurred in leasing air conditioning systems, elevators or other equipment 
ordinarily considered to be of a capital nature, except equipment not affixed 
to the Building which is used in providing janitorial or similar services:

           (s) All items and services for which Tenant or any other tenant 
in the Building reimburses Landlord (other than through Tenant's Percentage 
Share of Operating Expenses), or which Landlord provides selectively to one 
or more tenants (other than Tenant) without reimbursement:

           (t) Advertising of a non-employment nature and promotional 
expenditures, and procurement costs of signs in or on the Building 
identifying the owner of the Building;

           (u) Electric power costs for which any tenant directly contracts 
with the local public service company;

           (v) Tax penalties incurred as a result of Landlord's negligence, 
inability or unwillingness to make payments when due;

           (w) Costs arising from the negligence or fault of Landlord or its 
agents, or any vendors, contractors, or providers of materials or services 
selected, hired or engaged by Landlord or its agents including, without 
limitation, in connection with the selection of building materials;

           (x) Costs incurred in curing a violation of environmental laws 
regarding the storage, use or disposal of hazardous materials or substances 
(as defined by applicable laws) in effect in or about the Building or 
Property including, without limitation, hazardous substances in the ground 
water or soil, unless such violation of environmental laws are caused by 
Tenant;

           (y) Costs arising from Landlord's charitable or political 
contributions;

           (z) Costs arising from latent defects in the base, shell or core 
of the Building;


                                       -12-
<PAGE>

           (aa) Costs for procuring sculpture, paintings or other objects of 
art;

           (bb) attorney fees, costs, and disbursements (including 
settlements) and other expenses incurred in connection with proposals, 
negotiations, or disputes with other tenants or occupants or prospective 
tenants or other occupants, or associated with the enforcement of any leases 
or the defense of Landlord's title to or interest in the Premises, the 
Building or its appurtenances, or any part thereof.

     Landlord further agrees that since one of the purposes of Operating 
Expenses and the increase in Operating Costs provision is to allow the 
Landlord to require the Tenant to pay for the costs attributable to its 
Premises, Landlord agrees that (i) Landlord will not collect or be entitled 
to collect Operating Costs from all of its tenants in an amount which is in 
excess of 100% of the Operating Costs actually paid by Landlord in connection 
with the operation of the Building.

     For any Operating Year during which less than ninety-five percent 
(95%) of the Rental Area of the Building is occupied, the calculation of 
that portion of Operating Costs which vary with occupancy shall be adjusted 
to equal the Operating Costs which Landlord projects would have been incurred 
had the Building been ninety-five percent occupied during such Operating Year.

          d. "Fractional Share" shall mean a fraction, the numerator of which 
is the Rental Area of the Premises and the denominator of which is the Rental 
Area of the Building (currently 265, 168 square feet). For the purposes of 
this subparagraph, the Rental Area of the Building shall mean the sum of the 
Rental Area on all floors of the building as determined by Landlord in 
accordance with the measurement method set forth in Section 3.

    7.2. PAYMENT OF OPERATING COST ESCALATION. For each Operating Year, 
commencing January 1, 1999, Tenant shall pay to Landlord, in the manner 
provided herein, Tenant's share of increased operating costs which shall be 
computed by multiplying the Operating Costs for the Operating Year by 
Tenant's Fractional Share and subtracting the Base Operating Costs from the 
result obtained ("Tenant's Share of Increased Operating Costs") but in no 
event less than the Base Operating Costs; provided, however, that for the 
Operating Years during which the Term begins and ends, Tenant's Share of 
Increased Operating Costs shall be prorated based upon the actual number of 
days Tenant occupied, or could have occupied, the premises during each such 
Operating Year.

          Tenant's Share of Increased Operating Costs shall be paid, in 
advance, without notice, demand, abatement (except as otherwise specifically 
provided in this Lease), deduction or set-off, on the first day of each 
calendar month during the Term, said monthly amounts to be determined on the 
basis of reasonable estimates prepared by Landlord on an annual basis and 
delivered to Tenant prior to the commencement of each Operating Year. 
Landlord shall provide Tenant with reasonably detailed documentation to 
support Landlord's estimates. If, however, Landlord fails to furnish any such 
estimate prior to the commencement of an Operating Year, then (a) until the 
first day of the month following the month in which such estimate is 
furnished to Tenant, Tenant shall pay to Landlord on the first day of each 
month an amount equal to the monthly sum payable by Tenant to Landlord under 
this subsection 7.2 in respect of the last month of the preceding Operating 
Year; (b) promptly after such estimate is furnished to Tenant, Landlord shall 
give notice to Tenant whether the installments of Tenant's Share of Increased 
Operating Costs paid by Tenant for the current Operating Year have resulted 
in a deficiency or overpayment compared to payments which would have been 
paid under such estimate, and Tenant, within ten (10) business days after 
receipt of such estimate, shall pay any deficiency to Landlord and any 
overpayment shall be credited against future payments required by Tenant 
under such estimate; and (c) on the first day of the month following the 
month in which such estimate is furnished to Tenant and monthly thereafter 
throughout the remainder of the Operating Year, Tenant shall pay to Landlord 
the 


                                       -13-
<PAGE>

monthly payment shown on such estimate. Landlord may at any time or from time 
to time furnish to Tenant a revised estimate of Tenant's Share of Increased 
Operating Costs for such Operating Year with a written explanation of the 
reason for such revised estimates, and in such case, Tenant's monthly 
payments shall be adjusted and paid or credited, as the case may be, 
substantially in the same manner as provided in the preceding sentence.

     Within a reasonable time after the end of each Operating Year, Landlord 
shall determine actual Operating Costs for such Operating Year and shall 
provide to Tenant an "Operating Costs Statement" setting forth in reasonable 
detail the actual Tenant's Share of Increased Operating Costs for such 
Operating Year. Within thirty (30) days after delivery of the Operating Costs 
Statement, Tenant shall pay Landlord any deficiency between the amount shown 
as Tenant's Share of Increased Operating Costs in the Operating Costs 
Statement and the total of the estimated payments made by Tenant during the 
Operating Year. In the event of overpayment, such amount shall be credited 
against future payments required on account of Tenant's Share of Increased 
Operating Costs, or if the Term has expired, Landlord shall refund to Tenant 
the amount of any overpayment.      

     Each Operating Costs Statement provided by Landlord shall be conclusive 
and binding upon Tenant unless within ninety (90) days after receipt thereof, 
Tenant notifies Landlord that it disputes the correctness thereof, specifying 
those respects in which it claims the Operating Costs Statement to be 
incorrect. Unless promptly resolved by the parties, such dispute shall be 
determined by arbitration in accordance with the then prevailing rules of the 
American Arbitration Association. If the arbitration proceedings result in a 
determination that the Operating Costs Statement contained an aggregate 
discrepancy of less than five percent (5%), Tenant shall bear all costs in 
connection with such arbitration. If the arbitration proceedings result in a 
determination that the Operating Costs Statement contained an aggregate 
discrepancy of greater than five percent (5%), Landlord shall bear all costs 
in connection with such arbitration. Pending determination of the dispute, 
Tenant shall pay any amounts due from Tenant in accordance with the Operating 
Costs Statement, but such payment shall be without prejudice to Tenant's 
claims. Tenant, for a period of ninety (90) days after delivery of the 
Operating Costs Statement in each Operating Year and upon at least ten (10) 
days written notice to Landlord, shall have reasonable access during normal 
business hours to the books and records of Landlord relating to Operating 
Costs for the purpose of verifying the Operating Costs Statement, which shall 
be in accordance with generally accepted accounting principles consistently 
applied, Tenant shall bear all costs relating to such inspection. Tenant 
shall reimburse Landlord for any cost for photocopying that it desires.   

     8. USE CARE AND REPAIR OF PREMISES BY TENANT.

     8.1. PERMITTED USES. Tenant shall use and occupy the Premises solely for 
general office purposes in accordance with applicable zoning regulations and 
for no other purpose. Tenant shall not do anything or permit anything to be 
done in or on the Premises, or bring or keep anything therein which will, 
in any way, materially obstruct, injure, annoy or interfere with the rights 
of Landlord or other tenants, or subject Landlord to any liability for injury 
to persons or damage to property, or interfere with the good order of the 
Building, or conflict with the laws, rules or regulations of any Federal, 
state or city authority.

     8.2. CARE OF PREMISES. Tenant shall, at its sole expense, keep the 
Premises and the improvements and appurtenances therein in good order and 
condition consistent with the operation of a first-class office building, and 
at the expiration of the Term, or at the sooner termination of this Lease as 
herein provided, delivery up the same broom clean and in as good order and 
condition as at the beginning of the Term, ordinary wear and tear and damage 
by fire or other casualty excepted. Tenant, at its sole


                                       -14-
<PAGE>

expense, shall promptly replace damaged or broken doors and glass (excluding 
exterior plate glass windows) in and about the interior of the Premises and 
shall be responsible for the repair and maintenance of all special or custom 
Tenant Improvements and Alterations, including, without limitation, the 
repair and replacement of appliances and equipment installed specifically for 
Tenant such as refrigerators, disposals, computer room air conditioning, 
sinks and special plumbing, special light fixtures and bulbs for those 
fixtures, non-standard outlets and plug-in strips, and special cabinetry. 
Consistent with the provisions of Section 22 and subject to and except for 
ordinary wear and tear, Tenant shall pay for all property damage sustained by 
other tenants or occupants of the Building, due to any waste, misuse or 
neglect by Tenant of the Premises and any fixtures and appurtenances related 
thereto or due to any breach of this Lease by Tenant, its employees, agents, 
representatives or invitees. Tenant shall not place a load upon any floor 
that exceeds either the floor load per square foot that such floor was 
designed to carry or which is allowed by any laws, rules, building codes or 
regulations of any Federal, state or city authority promulgated subsequent to 
the date hereof. Business machines and mechanical equipment in the Premises 
shall be placed and maintained by Tenant, at tenant's sole expense, in such 
manner as shall be sufficient, in Landlord's reasonable judgement, to prevent 
the vibration and noise therefrom from being a nuisance to Landlord and the 
other tenants.

     8.3. HAZARDOUS SUBSTANCES. For purposes of this provision, "Hazardous 
Substances" shall mean any hazardous or toxic substance, material or waste, 
now or hereafter defined or regulated under the Resource Conservation and 
Recovery Act (42 U.S.C. Section 6901 ET SEQ.), the Comprehensive 
Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 
9601 ET SEQ.), the Clean Water Act (33 U.S.C. Section 1251 ET SEQ.), the 
Clean Air Act (42 U.S.C. Section 7401 ET SEQ.), and the Toxic Substances 
Control Act (15 U.S.C. Section 2601 ET SEQ.), and all similar federal, state 
and local statutes, laws, rules and regulations in connection with 
environmental conditions, health and safety, including without limitation, 
asbestos and petroleum products (collectively, "Environmental Laws"). Tenant 
convenants and agrees that it will not use or allow the Premises to be used 
for the storage, use, treatment or disposal of any Hazardous Substance, 
without Landlord's prior written consent. Notwithstanding the foregoing, 
Landlord's prior written consent shall not be required with respect to 
Tenant's use, storage or sale of certain supplies or products, which might 
contain or might be considered a Hazardous Substance, in the normal course of 
Tenant's business in accordance with the specific use permitted by this 
Lease, provided, however, that Tenant shall (i) comply with all other 
provisions of this Section; (ii) notify Landlord in writing from time to time 
of the identity and approximate quantity of such Hazardous Substance; and 
(iii) keep each such Hazardous Substance on the Premsies in quantities as 
small as reasonably practicable, but in no event large enough to activate 
reporting requirements under any Environmental Law. Tenant, at Tenant's sole 
cost and expense shall promptly contain and remediate any release of a 
Hazardous Substance on the Property to the extent such release arises 
directly from the actions of Tenant, its agents, servants and employees.

          Tenant shall indemnify, reimburse and hold harmless Landlord, its 
partners and affiliates agents from and against any damages, claims, 
judgments, fines, penalties, costs, liabilities (including sums paid in 
settlement of claims) or loss including reasonable attorneys' fees, 
reasonable consultants' fees, and reasonable expert fees incurred by any of 
them to the extent resulting from Tenant's use, handling, generation, 
treatment, storage, disposal, other management or release of any Hazardous 
Substance at or from the Premises or the Property, whether or not Tenant has 
acted negligently with respect to such Hazardous Substance. This indemnity 
shall survive the expiration or earlier termination of this Lease.

          Landlord warrants and represents to Tenant that to Landlord's 
actual knowledge, there are no Hazardous Substances in violation of any 
Environmental Laws in the Property of which the Premises are a part.


                                       -15-
<PAGE>

     8.4. COMPLIANCE WITH LAWS.

          Tenant, at its sole cost and expense, shall conform to and comply 
with and shall cause the Premises to conform to and comply with all federal, 
state, county, municipal and other governmental statues, laws, rules, orders, 
regulations, and ordinances applicable to Tenant or resulting from Tenant's 
use or occupancy of the Premises or the Property or any part thereof. If 
there is a change in any governmental statute, law, rule, order, regulation 
or ordinance affecting the Premises which requires the making of a change to 
any structural element in the Premises, Landlord shall be responsible for and 
bear the cost of any such change.

          Landlord warrants and represents to Tenant that, as of the Lease 
Commencement Date, Landlord is in the process of implementing a compliance 
plan for the Property, which is intended to comply substantially with the 
requirements of The Americans With Disabilities Act of 1990, and Landlord 
will proceed to execute such plan throughout the Term, subject to the 
provisions of Sections 7 and 15.1 of this Lease.

     9.   RULES AND REGULATIONS.

          Tenant and it agents and invitees shall abide by and observe the 
rules and regulations attached hereto as SCHEDULE C for the operation and 
maintenance of the Building or any new rules and regulations which may from 
time to time be issued by Landlord ("Rules and Regulations"), provided that 
any new rules or regulations are not inconsistent with common practice or 
usage in comparable office buildings in Baltimore City and the provisions of 
this Lease. Nothing in this Lease shall be interpreted to impose upon 
Landlord any duty or obligation to enforce any such rules and regulations 
against any other tenant in the Building, and Landlord shall not be liable to 
Tenant for any violation of these rules and regulations by any other tenant 
or its agents or invitees.

          All rules and regulations promulgated by Landlord shall be 
reasonable, shall not materially alter the terms of this Lease and any 
enforcement shall be uniform with respect to all tenants' use and occupancy 
of the Building and Common Area.

          Tenant hereby acknowledges and confirms for Landlord that Tenant 
has heretofore received a copy of the COREA, to which the Project is subject 
and to which this Lease is subordinate, setting forth the various easements 
among the various users of the components of the Project and the allocation 
of operating costs among such components, and Tenant agrees to be bound by 
the COREA.

     10. COMMON AREA.

     10.1. DEFINITION OF COMMON AREA. As used herein, "Common Area" means 
those areas and facilities which may be furnished by Landlord on or near the 
Property, as designated by Landlord from time to time, intended for the 
general common use and benefit of all tenants of the Building and their 
agents, representatives, licenses, employees and invitees, including, without 
limitation, any and all stairs, landings, roofs, utility and mechanical rooms 
and equipment, service closets, corridors, elevators, lobbies, lavatories and 
other public areas of the Building and all parking areas, access roads, 
pedestrian walkways, plazas and landscaped areas.

     10.2. USE OF COMMON AREA. Tenant shall have the non-exclusive right to 
use the Common Area in common with Landlord, other tenants in the Building, 
and others entitled to the use thereof, subject to such reasonable rules and 
regulations governing the use of the Common Area as Landlord may 


                                       -16-
<PAGE>

from time to time prescribe and subject to such easements therein as Landlord 
may from time to time grant to others. Tenant shall not obstruct in any 
material way any portion of the Common Area or in any way interfere with the 
rights of other persons entitled to use the Common Area and shall not, 
without the prior written consent of Landlord, use the Common Area in any 
manner, directly or indirectly, for the location or display of any 
merchandise or property belonging to Tenant or for the location of signs 
relating to Tenant's operations in the Premises. The Common Area shall at all 
times be subject to the exclusive control and management of Landlord.

     10.3. ALTERATIONS TO THE COMMON AREA. Landlord reserves the right at any 
time and from time to time (i) to change or alter the location, layout, 
nature or arrangement of the Common Area or any portion thereof, including 
but not limited to the arrangement and/or location of entrances, passageways, 
doors, corridors, stairs, lavatories, elevators, parking areas, and other 
public areas of the building, and (ii) to construct additional improvements 
on the Property and make alterations thereof or additions thereto and build 
additional stories on or in any such buildings or build adjoining same; 
provided, however, that no such change or alteration shall deprive Tenant of 
reasonable access to the Premises or reduce the Rental Area of the Premises, 
unless such reduction is required by Federal, State or local laws or 
regulations, in which event, a reduction in the Premises shall be permitted 
with a commensurate reduction in rent and Tenant's Share of Increased 
Operating Costs. Landlord shall have the right to close temporarily all or 
any portion of the Common Area to such extent as may, in the reasonable 
opinion of Landlord, be necessary to prevent a dedication thereof to the 
public, provided that Tenant is not thereby denied reasonable access to, or 
use of, the Premises, or for repairs, replacements or maintenance to the 
Common Area, provided such repairs, replacements or maintenance are performed 
expeditiously and in such a manner as not to deprive Tenant of reasonable 
access to, or use of, the Premises.

     10.4. MAINTENANCE. Landlord covnenants to keep, maintain, manage and 
operate the Common Area in a manner consistent with the operation of a first 
class office building and to keep the sidewalks and driveways, if any, 
constituting a portion of the Common Area clean and reasonably clear of snow 
and ice. Landlord reserves the right of access to the Common Area through the 
Premises for the purposes of operation, decoration, cleaning, maintenance, 
safety, security, alterations and repairs.

     11. SERVICES AND UTILITIES.

          So long as Tenant is not in an Event of Default under this Lease, 
Landlord shall provide the following facilities and services to Tenant, the 
cost of such facilities and services to be included in Landlord's Operating 
Costs (except as otherwise provided herein):

          a. At least one elevator (if the building contains an elevator) 
subject to call at all times, including Sundays and holidays. The holidays 
observed by Landlord are New Year's Day, President's Day, Memorial Day 
observed, Independence Day, Labor Day, Thanksgiving, and Christmas.

          b. During "normal business hours" as hereinafter defined, central 
heating and air conditioning during the seasons of the year when these 
services are normally and usually furnished, and within the temperature 
ranges and in such amounts normally or usually furnished in comparable 
first-class office buildings in the immediate vicinity. For the purposes of 
this paragraph b, the term "normal business hours" shall mean the periods 
from 8:00 a.m. until 6:00 p.m. on business days and from 8:00 a.m. until 
12:00 p.m. on Saturdays. Landlord shall provide the aforesaid services at 
other times, at Tenant's expense, provided Tenant gives Landlord notice by 
1:00 p.m. on weekdays for after-hour service on the next weekday, by 1:00 
p.m. the day before a holiday for service on a holiday, and by 1:00 p.m. on 
Friday for after-hour service on Saturday or service on Sunday. Such 
after-hour, holiday or special 


                                       -17-
<PAGE>

weekend service shall be charged to Tenant at rates to be calculated by 
Landlord based on Landlord's costs, which rates shall be given to Tenant on 
request. As of the Lease Commencement Date, the rate is Sixty-Five Dollars 
($65.00) per hour. Landlord reserves the right to adjust, from time to time, 
the rate at which such services shall be provided corresponding to 
adjustments in Landlord's costs.  Tenant shall pay for such service, as 
Additional Rent, promptly upon receipt of an invoice with respect thereto.

          c. Reasonable amounts of electric current for lighting and normal 
and customary items of office equipment (subject to the provisions of Section 
12 below). Landlord warrants that the cost to Tenant for electrical energy 
used in the Premises will not be greater than the cost would be to Tenant if 
the energy was supplied directly to Tenant by a public utility or public 
authority in the area in which the Property is located, but in no event, will 
such cost be more than the cost to Landlord to provide such service.

          d. Cleaning in Landlord's standard manner, consistent with other 
first-class office buildings.

          e. Replacement of light tubes or bulbs for building standard 
lighting fixtures. All light tube or bulb replacements for special 
non-standard lighting fixtures shall be furnished and installed by Landlord 
at Tenant's expense.

          f. Rest room facilities and necessary lavatory supplies, including 
hot and cold running water at the points of supply, as provided for general 
use of all tenants in the Building and routine maintenance, painting, and 
electric lighting service for all public areas of the Building in such manner 
as Landlord deems reasonable.

          Except as provided in this Lease, any failure by Landlord to 
furnish the foregoing services, resulting from circumstances beyond 
Landlord's reasonable control or from interruption of such services due to 
repairs or maintenance, shall not render Landlord liable in any respect for 
damages to either person or property, nor be construed as an eviction of 
Tenant, nor cause an abatement of rent hereunder, nor relieve Tenant from any 
of its obligations hereunder. If any public utility or governmental body 
shall require Landlord or Tenant to restrict the consumption of any utility 
or reduce any service for the Premises or the Building, Landlord and Tenant 
shall comply with such requirements, whether or not the utilities and 
services referred to in this Section 11 are thereby reduced or otherwise 
affected, without any liability on the part of Landlord to Tenant or any 
other person or any reduction or otherwise affected without any liability on 
the part of Landlord to Tenant or any other person or any reduction or 
adjustment in rent payable hereunder. Landlord and its agents shall be 
permitted reasonable access to the Premises for the purpose of installing and 
servicing systems within the Premises deemed reasonably necessary by Landlord 
to provide the services and utilities referred to in this Section 11 to 
Tenant and other tenants in the Building. In the event any failure to supply 
services continues uninterrupted for a period of greater than seven (7) 
consecutive calendar days and thereby renders the Premises wholly or 
partially untenantable, the rent shall be abated to the extent of such 
untenantability.

          Landlord reserves the right to charge Tenant the reasonable cost, 
based on usage, of the removal of all trash and the reasonable cost of 
water/sewerage or electric service to the extent Tenant's trash disposal, 
water/sewerage and/or electrical usage exceeds, in Landlord's reasonable 
opinion, normal usage for an office renant.

     12.  ELECTRIC CURRENT.

          Landlord and its agents shall be permitted reasonable access to the 
Premises for the purpose of installing and servicing systems within the 
Premises reasonably deemed necessary by Landlord to provide the services and 
utilities referred to in this Section 12 to Tenant and other tenants in the 
Building.


                                       -18-
<PAGE>

     Tenant covenants that, unless permitted pursuant to the terms of this 
section 12, it shall not use more than four (4) watts of electrical energy 
per square foot of Rental Area within the Premises ("Base Current"). Landlord 
shall be under no obligation to furnish electrical energy other than the Base 
Current, and Tenant shall not install or use on the Premises any electrical 
equipment, appliance or machine, for example, word processing or data 
processing equipment, requiring more electrical energy than the Base Current, 
unless the installation and use of such additional electrical equipment, 
appliance, or machine has been approved by Landlord pursuant to terms and 
conditions set forth in a separate agreement, which approval may be 
conditioned upon the payment by Tenant, as Additional Rent, of the cost of 
the additional electrical energy and modifications to the Building's 
electrical system required for the operation of such electrical equipment, 
appliance, or machine.

     13. LOSS, DAMAGE AND INJURY.

     To the maximum extent permitted by law, Tenant shall occupy and use the 
Premises, the Building and the Common Area at Tenant's own risk. Consistent 
with the provisions of Section 16.4, Tenant's Personal Property and personal 
items of those claiming by, through or under Tenant, located in or on the 
Premises or the Building, shall be and remain at the sole risk of Tenant or 
such other person.

     Further consistent with Section 16.4 and except as otherwise provided in 
this Lease, Tenant hereby expressly agrees that Landlord and its agents, 
employees and the parties to the COREA shall not be liable or responsible for, 
and Tenant does hereby save them harmless from, any damage to the property of 
Tenant, or its agents, employees, licensees, invitees or contractors, 
directly or indirectly caused by (a) dampness or water in any part of the 
Premises or Building; (b) bursting, leaking or overflowing of water, sewer, 
steam, gas or sprinkler pipes and heating or plumbing fixtures; (c) air 
conditioning or heating failures; (d) interference with light, air or other 
incorporeal hereditaments; (e) operations in the construction of any public 
or quasi-public work; (f) theft or other crime whether violent or non-violent 
in nature; (g) fire, accident or natural disorder or other casualty; (h) 
latent or apparent defect or change of condition in the Premises and/or the 
Building; (i) the acts or omissions of other persons in the Building; and 
(j) any other source, circumstance, or cause whatsoever except for damage or 
loss caused by the negligence or willful misconduct of the Landlord and not 
covered by tenant's insurance as required under Section 16.1 hereof.

     No representation, guaranty, assurance, or warranty is made or given by 
Landlord that the communications or security systems, devices or procedures 
used, if any, will be effective to prevent injury to Tenant or any other 
person or damage to, or loss (by theft or otherwise) of any of Tenant's 
Personal Property or of the property of any other person, and Landlord 
reserves the right to discontinue or modify at any time such communications 
or security systems, devices, or procedures without liability to Tenant.

     14.  REPAIRS BY LANDLORD.

     Landlord shall keep the Premises and the Building and all machinery, 
equipment, fixtures and systems of every kind attached to, or used in 
connection with the operation of, the Building, including all electrical, 
heating, mechanical, sanitary, sprinkler, utility, power, plumbing, cleaning, 
refrigeration, ventilating, air conditioning and elevator systems and 
equipment (excluding, however, lines, improvements, systems and machinery for 
water, gas, steam and electricity owned and maintained by any public utility 
company or governmental agency or body) in good order and repair consistent 
with the operation of the Building as a first-class office building. 
Landlord, at its expense (subject to reimbursement by Tenant pursuant to 
Section 7), shall make all repairs and replacements necessary to


                                       -19-
<PAGE>

comply with its obligations set forth in the immediately preceding sentence, 
except for (a) repairs required to be made by Tenant pursuant to Section 8 
and (b) repairs caused by the willful misconduct of Tenant, its agents, 
employees, invitees and guests, which repairs shall be made by Landlord at 
the cost of Tenant, and for which Tenant shall pay promptly, as Additional 
Rent, upon receipt of an invoice setting forth the cost of such repairs. 
There shall be no abatement in rents due and payable hereunder and no 
liability on the part of Landlord by reason of any inconvenience or annoyance 
arising from Landlord's making repairs, additions or improvements to the 
Building in accordance with its obligations hereunder.

     In an emergency, Landlord shall use all reasonable efforts to commence 
the repair within twenty-four (24) hours after notification from Tenant and 
shall diligently work to complete the same. In all other instances, Landlord 
shall commence repairs as soon as reasonably possible after notice from 
Tenant and shall diligently work to complete the same. In the event Landlord 
fails to commence and diligently pursue any repairs or provide services for 
which Landlord is responsible within thirty (30) days after written notice 
from Tenant of the need for repair or such services. Tenant shall have the 
right with notice to Landlord at the notice address to perform the repairs or 
provide such services and Landlord shall reimburse Tenant for the reasonable 
cost of repair or provision of services within sixty (60) days after request 
therefor.

     15.  ALTERATIONS, TITLE AND PERSONAL PROPERTY.

     15.1.  ALTERATIONS.  Tenant shall in no event make or permit to be made 
any alteration, modification, substitution or other change of any nature to 
the mechanical, electrical, plumbing, HVAC and sprinkler systems within or 
serving the Premises. After completion of Tenant's Improvements within the 
Premises. Tenant shall not make or permit any other improvements, alterations, 
fixed decorations, substitutions or modifications, structural or otherwise, 
to the Premises or the Building ("Alterations") without the prior written 
approval of Landlord. Landlord shall not unreasonably withhold or delay its 
consent to Alterations which do not affect the structural, mechanical, 
plumbing or electrical elements or systems of the Building and which are not 
visible from outside the Premises, provided such Alterations conform with the 
design criteria, standards and architectural guidelines for the Building. 
Landlord's approval shall include the conditions under which acceptable 
Alterations may be made. Alterations shall include, but not be limited to, 
the installation or modification of carpeting, walls, partitions, counters, 
doors, shelves, lighting fixtures, hardware, locks, ceiling, window and wall 
coverings; but shall not include the initial Tenant's Improvements placed 
within the Premises pursuant to Section 5.1. All Alterations shall be based 
on complete plans and specifications prepared and submitted by Tenant to 
Landlord for approval, except in the instance of cosmetic changes, such as 
painting and carpeting, in which case Tenant shall provide Landlord with 
samples showing colors, styles, etc. All Alterations shall be made by 
Landlord at Tenant's sole cost, which cost shall be approved by Tenant before 
the commencement of any work by Landlord. Such costs shall be payable by 
Tenant, as Additional Rent, within thirty (30) days after receipt of an 
invoice for same from Landlord, which cost shall include Landlord's standard 
construction management fee, which fee is currently thirteen and one-half 
percent (13.5%). Tenant shall be responsible for the cost of any additional 
improvements within the Premises or the Common Area required by The Americans 
with Disabilities Act of 1990 as a result of Tenant's Alterations.

     If Tenant makes any Alterations without the prior consent of Landlord, 
then, in addition to Landlord's other remedies, Landlord may correct or 
remove such Alterations and Tenant shall pay the cost thereof, as Additional 
Rent, within five (5) days after written demand by Landlord.


                                       -20-
<PAGE>

     15.2.  TITLE.  The Tenant Improvements, all Alterations and all 
equipment, machinery, furniture, furnishings, and other property or 
improvements installed or located in the Premises by or on behalf of Landlord 
or Tenant, other than Tenant's Personal Property, (a) shall immediately 
become the property of Landlord and (b) shall remain upon and be surrendered 
to Landlord with the Premises as a part thereof at the end of the Term. 
Notwithstanding the foregoing, Landlord shall, upon notice to Tenant at the 
time when Tenant proposes to make Alterations, elect that any Alterations be 
removed at the end of the Term, and thereupon, Landlord shall at Tenant's 
sole expense, cause such Alterations to be removed and restore the Premises 
to its condition prior to the making of such Alterations, reasonable wear 
and tear excepted. Tenant shall promptly reimburse Landlord, as Additional 
Rent, for the direct and verifiable cost of such work, which reimbursement 
obligation shall survive termination of the Lease.

     15.3.  TENANT'S PERSONAL PROPERTY.  "Tenant's Personal Property" means 
all equipment, machinery, trade fixtures, furniture, furnishings and/or other 
property now or hereafter installed or placed in or on the Premises by and at 
the sole expense of Tenant with respect to which Tenant has not been granted 
any credit or allowance by Landlord and which (a) is not used, or was not 
procured for use, in connection with the operation, maintenance or protection 
of the Premises or the Building; (b) is removable without damage to the 
Premises or the Building; and (c) is not a replacement of any property of 
Landlord, whether such replacement is made at Tenant's expense or otherwise. 
Notwithstanding any other provision of this Lease, Tenant's Personal 
Property shall not include any Alterations or any improvements or other 
property installed or placed in or on the Premises as part of Tenant's 
Improvements, whether or not installed at Tenant's expense. Tenant shall 
promptly pay all personal property taxes on Tenant's Personal Property, as 
applicable. Any property belonging to Tenant or any other person which is 
left in the Premises after the date the Lease is terminated for any reason 
shall be deemed to have been abandoned. In such event, Landlord shall have 
the right to declare itself the owner of such property and to dispose of it in 
whatever manner Landlord considers appropriate without waiving its right to 
claim from Tenant all expenses and damages caused by Tenant's failure to 
remove such property, and Tenant shall not have any right to compensation or 
claim against Landlord as a result.

     16. INSURANCE.

     16.1.  TENANT'S INSURANCE.  Tenant, at its expense, shall obtain and 
maintain in effect as long as this Lease remains in effect and during such 
other time as Tenant occupies the Premises or any part thereof insurance 
policies in accordance with the following provisions.

     A. COVERAGE.

        (i)  commercial general liability insurance policy, including 
insurance against assumed or contractual liability under this Lease, with 
respect to the Property, to afford protection with limits per occurrence, of 
not less than Two Million Dollars ($2,000,000), combined single limit, with 
respect to personal injury, bodily injury, including death, and property 
damage and Four Million Dollars ($4,000,000) aggregate (occurrence form), 
such insurance to provide for no deductible;

         (ii)  all-risk property insurance policy, including theft, written 
at replacement cost value and with replacement cost endorsement, covering all 
of Tenant's Personal Property in the Premises, and covering loss of income 
resulting from casualty, such insurance to provide for no deductible greater 
than Five Thousand Dollars ($5,000).

         (iii)  worker's compensation or similar insurance policy offering 
statutory coverage and containing statutory limits, which policy shall also 
provide Employer's Liability Coverage of not less than Five Hundred Thousand 
Dollars ($500,000) per occurrence.


                                       -21-
<PAGE>

         (iv)  Tenant shall require any construction contractor retained by 
it to perform work on the Premises to carry and maintain, at no expense to 
Landlord, during such times as contractor is working in the Premises, a 
non-deductible (a) commercial general liability insurance policy, including, 
but not limited to, contractor's liability coverage, contractual liability 
coverage, completed operations coverage, broad form property damage 
endorsement and contractor's protective liability coverage, to afford 
protection with limits per person and for each occurrence, of not less than 
Two Million Dollars ($2,000,000), combined single limit, and with respect to 
personal injury and death and property damage, Four Million Dollars 
($4,000,000) aggregate (occurrence form) and Two Million Dollars ($2,000,000) 
aggregate completed operations; (b) automobile liability insurance in the 
amount of One Million Dollars ($1,000,000) combined single limit for bodily 
injury and property damage; (c) worker's compensation insurance or similar 
insurance in form and amounts as required by law; and (d) any other insurance 
reasonably required of Tenant by Landlord or any Mortgagee.

         (v)  Notwithstanding anything set forth above in this subsection 
16.1 to the contrary, all dollar limits specified herein shall be increased 
from time to time as reasonably necessary to effect economically equivalent 
insurance coverage, or coverage deemed reasonably adequate in light of then 
existing circumstances. In no event, however, shall such limits be changed 
more frequently than once each Rental Year. Tenant shall not be subject to 
such increase unless at least ninety percent (90%) of the leases for tenants 
in the Property executed concurrently herewith and subsequent hereto contain 
a similar provision.

     B. POLICIES.

     Such policies shall be maintained with companies licensed to do business 
in the State where the Premises are located and in form reasonably acceptable 
to Landlord and will be written as primary policy coverage and not 
contributing with, or in excess of, any coverage which Landlord shall carry. 
Such policies shall be provided on an occurrence form basis unless otherwise 
approved by Landlord and shall include Landlord and its managing agent as 
additional insured as to coverage under paragraphs 16.1.A.(i) and 
16.1.A.(iv). Such policies shall also contain a waiver of subrogation 
provision and a provision stating that such policy or policies shall not be 
canceled, non-renewed, reduced in coverage or materially altered except after 
thirty (30) day's written notice, said notice to be given in the manner 
required by this Lease to Landlord, Attention: Risk Management Department. All 
such policies of insurance shall be effective as of the date Tenant occupies 
the Premises and shall be maintained in force at all times during the Term of 
this Lease and all other times during which Tenant shall occupy the Premises. 
Tenant shall deposit the policy or policies of such required insurance or 
certificates thereof with Landlord prior to the Lease Commencement Date.

     Tenant may maintain the required liability and all-risks property 
insurance in the form of a blanket policy covering other locations of Tenant 
in addition to the Premises; provided, however, that Tenant shall provide 
Landlord with a certificate of insurance specifically naming the location of 
the Premises, the limits of which coverage are to be at least in the amounts 
set forth in Section 16.1.A.

     Notwithstanding anything to the contrary contained in Section 16.1.A., 
so long as Earthshell Corporation is the Tenant under this Lease, Tenant may 
carry the insurance required under Section 16.1.A. in a deductible form, so 
long as the amount of the deductible does not exceed $5,000.00, and so long 
as Tenant agrees not to hold Landlord, its officers, agents, contractors or 
employees liable for any losses which would otherwise be covered by such 
deductible. Tenant hereby expressly waives all right of recovery against 
Landlord, its officers, agents, employees or contractors for damage which 
would otherwise be covered by any deductible contained in Tenant's insurance 
policies covering the Premises.


                                       -22-
<PAGE>

      16.2.  TENANT'S FAILURE TO INSURE.  If Tenant shall fail to obtain 
insurance as required under this Section 16, Landlord may, but shall not be 
obligated to, obtain such insurance, and in such event, Tenant shall pay, as 
Additional Rent, the premium for such insurance within five (5) days after 
demand by Landlord.

      16.3.  COMPLIANCE WITH POLICIES.  Tenant shall not do or allow to be 
done, or keep, or allow to be kept, anything in, upon or about the Premises 
which will contravene Landlord's policies insuring against loss or damage by 
fire, other casualty, or any other cause, including without limitation, 
public liability, or which will prevent Landlord from procuring such policies 
in companies acceptable to Landlord.  If any act or failure to act by Tenant 
in and about the Building and the Premises shall cause the rates with respect 
to Landlord's insurance policies to be increased beyond those rates that 
would normally be applicable for such limits of coverage, Tenant shall pay, 
as Additional Rent, the amount of any such increases within five (5) days 
after demand by Landlord.

      16.4.  WAIVER OF RIGHT OF RECOVERY.  Except as provided in Section 8.3, 
neither party, including Landlord's managing agent, shall be liable to the 
other party, including Landlord's managing agent, or to any insurance company 
(by way of subrogation or otherwise) insuring the other party, for any loss 
or damage to any building, structure or other tangible property, or loss of 
income resulting therefrom, or losses under worker's compensation laws and 
benefits even though such loss or damage might have been occasioned by the 
negligence of such party, its agents or employees.  The provisions of this 
Section 16.4 shall not limit the indemnification for liability to third 
parties pursuant to Section 22.

      16.5.  LANDLORD'S INSURANCE.  Landlord shall carry commercial general 
liability insurance with regard to the Property and all-risk property 
insurance on the Property, including Tenant Improvements and Alterations but 
excluding Tenant's Personal Property.  Landlord warrants that it maintains, 
and during the Term it covenants to maintain, all-risks property insurance 
covering the Building in an amount equal to at least eighty percent (80%) of 
its full replacement value, or such greater percent as is necessary to 
prevent the applicable of the co-insurance provisions.

      Landlord shall not be obligated to repair any damage to Tenant's 
Personal Property or replace the same.

      17.  DAMAGE AND DESTRUCTION.

      17.1.  LANDLORD'S OBLIGATION TO REPAIR AND RECONSTRUCT.  If as the 
result of fire, the elements, accident or other casualty (any of such causes 
being referred to herein as a "Casualty"), the Premises shall be rendered 
wholly or partially untenantable (damaged to such an extent as to preclude 
Tenant's use of the Premises for the purposes originally intended), then, 
subject to the provisions of Section 17.2, Landlord shall cause such damage 
to be repaired, including Tenant Improvements and Alterations, and the Annual 
Basic Rent and Additional Rent (but not any Additional Rent due Landlord 
either by reason of Tenant's failure to perform any of its obligations 
hereunder or by reason of Landlord's having provided Tenant with additional 
services hereunder) shall be abated proportionately as to the portion of the 
Premises rendered untenantable during the period of such untenantability.  
All such repairs shall be made at the expense of Landlord, subject to the 
availability of insurance proceeds and Tenant's responsibilities set forth 
herein.  Landlord shall not be liable for interruption to Tenant's business 
or for damage to or replacement or repair of Tenant's Personal Property, all 
of which replacement or repair shall be undertaken and completed by Tenant, 
at Tenant's expense.

                                       -23-

<PAGE>

      If the Premises shall be damaged by Casualty, but the Premises shall 
not be thereby rendered wholly or partially untenantable, Landlord shall 
promptly cause such damage to be repaired and there shall be no abatement of 
rent reserved hereunder.

      17.2.  TERMINATION OF LEASE.  (A) If the Premises are (1) rendered 
wholly untenantable, or (2) materially damaged as a result of any cause which 
is not covered by Landlord's insurance, or (B) if the Building is damaged to 
the extent of fifty percent (50%) or more of the gross leasable area thereof, 
or (C) if, for reasons beyond Landlord's control or by virtue of the terms of 
any financing of the Building, sufficient insurance proceeds are not 
available for the reconstruction or restoration of the Building or Premises, 
then, in any of such events, Landlord may elect to terminate this Lease by 
giving to Tenant notice of such election within ninety (90) days after the 
occurrence of such event, or after the insufficiency of such proceeds becomes 
known to Landlord, whichever is applicable.  If such notice is given, the 
rights and obligations of the parties shall cease as of the date set forth in 
such notice, and the Annual Basic Rent and Additional Rent (but not any 
Additional Rent due Landlord either by reason of Tenant's failure to perform 
any of its obligations hereunder or by reason of Landlord's having provided 
Tenant with additional services hereunder) shall be adjusted as of the date 
set forth in such notice, or, if the Premises were rendered untenantable, as of
the date of the Casualty.

      Within ninety (90) days following a Casualty, Landlord shall notify 
Tenant in writing of the date on which Landlord, in its best professional 
judgment, estimates restoration will be substantially completed.  If 
restoration is expected to exceed one hundred eighty (180) days from the date 
of Landlord's notice, then Tenant shall have the right to terminate this 
Lease on written notice to Landlord within fifteen (15) days after receipt of 
Landlord's notice.

      Tenant shall have the right to terminate this Lease if the Premises are 
damaged in whole or in part and are thereby rendered untenantable during the 
last twelve (12) months of the Term, by giving Landlord written notice of 
such termination within thirty (30) days after the date of the Casualty.  If 
Tenant so terminates this Lease, both parties shall be relieved of all 
obligations under this Lease except those obligations occurring or accruing 
before the date of such termination.

      17.3.  DEMOLITION OF THE BUILDING.  If the Building shall be so 
substantially damaged that it is reasonably necessary, in Landlord's 
judgment, to demolish the Building for the purpose of reconstruction, 
Landlord may demolish the same, in which event the Annual Basic Rent and 
Additional Rent (but not any Additional Rent due Landlord either by reason of 
Tenant's failure to perform any of its obligations hereunder or by reason of 
Landlord's having provided Tenant with additional services hereunder) shall 
be abated to the same extent as if the Premises were rendered wholly 
untenantable by a Casualty.

      17.4.  INSURANCE PROCEEDS.  If the Lease is not terminated pursuant to 
subsection 17.2, Landlord shall, subject to the terms of any Mortgage, 
disburse and apply any insurance proceeds received by Landlord to the 
restoration and rebuilding of the Building in accordance with subsection 17.1 
hereof.  All insurance proceeds payable with respect to the Premises and the 
Building shall belong to and shall be payable to Landlord.  Notwithstanding 
anything to the contrary, Tenant shall be entitled to receive all proceeds 
payable with respect to Tenant's Personal Property.

      18.  CONDEMNATION.

      18.1.  TERMINATION.  If either the entire Premises or the Building shall 
be acquired or condemned by any governmental authority under its power of 
eminent domain for any public or quasi-public use or purpose, this Lease 
shall terminate as of the date of vesting or acquisition of title in the 
condemning

                                       -24-

<PAGE>

authority and the rents hereunder shall be abated on that date.  If less than 
the whole but more than thirty percent (30%) of the Rental Area of the 
Premises or more than fifty percent (50%) of the total area of the Building 
(even if the Premises are unaffected) of such portion of the Common Area as 
shall render the Premises or the Building untenantable should be so acquired 
or condemned, or if the taking materially interferes with Tenant's ability to 
continue its normal business operations in substantially the same manner, 
Landlord and Tenant shall each have the option to terminate this Lease by 
notice given to the other within ninety (90) days of such taking.  In the 
event that such a notice of termination is given, this Lease shall terminate 
as of the date of vesting or acquisition of title in the condemning authority 
and the Annual Basic Rent and Additional Rent (but not any Additional Rent 
due Landlord either by reason of Tenant's failure to perform any of its 
obligations hereunder, or by reason of Landlord's having provided Tenant with 
additional services hereunder) shall be adjusted as of such date.  Landlord 
shall make, or cause to be made, at its expense, such repairs and alterations 
as may be necessary to restore the part not taken to useful condition.

      If (a) neither Landlord nor Tenant shall exercise their respective 
options to terminate this Lease, as hereinabove set forth, or (b) some lesser 
portion of the Premises or the Building or Common Area, which does not give 
rise to a right to terminate pursuant to this subsection 18.1, is taken by 
the condemning authority, this Lease shall continue in force and effect, but 
from and after the date of the vesting of title in the condemning authority, 
the Annual Basic Rent payable hereunder during the unexpired portion of the 
Term shall be reduced in proportion to the reduction in the total Rental Area 
of the Premises, and any Additional Rent (but not any Additional Rent due 
Landlord either by reason of Tenant's failure to perform any of its 
obligations hereunder, or by reason of Landlord's having provided Tenant with 
additional services hereunder) payable pursuant to the terms hereof shall be 
adjusted to reflect the diminution of the Premises and/or the Building, as 
the case may be.

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

      19.  BANKRUPTCY.

      19.1.  EVENT OF BANKRUPTCY.  For purposes of this Lease, each of the 
following shall be deemed an "Event of Tenant's Bankruptcy":

            (a)  if Tenant becomes insolvent, as defined in the Bankruptcy 
                 code, or under the Insolvency Laws;

            (b)  the commencement of any action or proceeding for the 
                 dissolution or liquidation of Tenant or for the appointment 
                 of a receiver or trustee of the property of Tenant, whether 
                 instituted by or against Tenant, if not bonded or discharged 
                 within ninety (90) days of the date of the commencement of 
                 such proceeding or action;


                                       -25-
<PAGE>

            (c)  if Tenant files a voluntary petition under the Bankruptcy 
                 Code or Insolvency Laws;

            (d)  if there is filed an involuntary petition against Tenant as 
                 the subject debtor under the Bankruptcy Code or Insolvency 
                 laws, which is not dismissed within ninety (90) days of 
                 filing, or results in issuance of an order for relief 
                 against the debtor; and

            (e)  if Tenant makes or consents to an assignment of its assets, 
                 in whole or in part, for the benefit of creditors, or to a 
                 common law composition of creditors.

      As used herein, (i) "Bankruptcy Code" means title 11 of the United 
States Code, 11 U.S.C. Section 101 et seq. as amended or any successor 
statute and (ii) Insolvency Laws means the insolvency laws of any state or 
territory of the United States.

      19.2.  ASSUMPTION BY TRUSTEE.  If Tenant becomes the subject debtor in a 
case pending under the Bankruptcy Code, Landlord's right to terminate this 
Lease under Section 20 hereof shall be subject to the applicable rights (if 
any) of the Trustee in Bankruptcy to assume or assign this Lease as then 
provided for in the Bankruptcy Code.  However, the Trustee in Bankruptcy must 
give to Landlord and Landlord must receive proper written notice of the 
Trustee's assumption or rejection of this Lease, within sixty (60) days (or 
such other applicable period as is provided for in the Bankruptcy Code) after 
the date of the Trustee's appointment.  The failure of the Trustee to give 
notice of the assumption within the period shall conclusively and irrevocably 
constitute the Trustee's rejection of this Lease and waiver of any rights of 
the Trustee to assume or assign this Lease.  The Trustee shall not have the 
right to assume or assign this Lease unless the Trustee (i) promptly and 
fully cures all defaults under this Lease, (ii) promptly and fully 
compensates Landlord for all monetary damages incurred as a result of such 
default, and (iii) provides to Landlord adequate assurance of future 
performance.  In the event Tenant is unable to: (i) cure its defaults, (ii) 
reimbures Landlord for its monetary damages, or (iii) pay the Rent due under 
this Lease on time, then Tenant hereby agrees in advance that it has not met 
its burden to provide adequate assurance of future performance, and this 
Lease may be terminated by Landlord in accordance with Section 20.

      19.3.  TENANT'S GUARANTOR'S BANKRUPTCY.  Notwithstanding any of the 
other provisions of this Lease, in the event Tenant's obligations under this 
Lease are guaranteed by a guarantor, and said guarantor shall voluntarily or 
involuntarily come under the jurisdiction of the Bankruptcy Code, and 
thereafter said guarantor or its trustee in bankruptcy, under the authority 
of and pursuant to applicable provisions thereof, shall determine to assign 
the guarantee obligations of said guarantor hereunder, Tenant and its said 
guarantor agree that (a) said guarantor or its trustee will provide Landlord 
sufficient information enabling it to independently determine whether 
Landlord will incur actual and substantial detriment by reason of such 
assignment, and (b) "adequate assurance of future performance" in regard to 
such guarantee obligations of said guarantor, as that term is generally 
defined under the Bankruptcy Code, will be provided to Landlord by said 
guarantor or its trustee and its assignee as a condition of said assignment.

      20.  DEFAULT PROVISIONS AND REMEDIES.

      20.1.  EVENTS OF DEFAULT.  Each of the following shall be deemed an 
Event of Default by Tenant under this Lease:


                                       -26-
<PAGE>

         a. failure of Tenants to pay Annual Basic Rent, Additional Rent, or 
any other sum required to be paid under the terms of this Lease, including 
late charges, within ten (10) days after notice from Landlord of non-payment;

         b. failure by Tenant to perform or observe any other term, covenant, 
agreement or condition of this Lease, on the part of Tenant to be performed 
(other than those obligations of Tenant set forth in subsection 16.2 for 
which Tenant shall be entitled to receive no prior notice, and other than the 
conditions set forth in paragraphs 20.1.a, c, d, e, f and g, which shall be 
governed solely by the provisions set forth herein), within ten (10) days 
after notice thereof from the Landlord specifying in reasonable detail the 
nature of such default, unless such performance shall reasonable require a 
longer period, in which case Tenant shall not be deemed in default if Tenant 
commences the required performance promptly and thereafter pursues and 
completes such action diligently and expeditiously;

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

         d. abandonment of the Premises by Tenant; provided, however, that 
Tenant shall not be deemed to be in default hereunder so long as Tenant shall 
continue the payment of Annual Basic Rent and Additional Rent under this Lease;

         e. an Event of Tenant's Bankruptcy;

         f. the sale of Tenant's interest in the Premises under attachment, 
execution or similar legal process; and

         g. the failure of Tenant to vacate the premises upon the expiration of 
the Term, or the earlier termination thereof pursuant to the other provisions 
hereof.

   20.2. REMEDIES. Upon the occurrence of an Event of Default, Landlord, 
without notice to Tenant in any instance (except where expressly provided for 
below or by applicable law) may do any one or more of the following:

            (a)   Sell at public or private sale all or any part of the 
                  goods, channels, fixtures and other Tenant's Personal 
                  Property which are or may be put into the premises during 
                  the Term, whether exempt or not from sale under execution 
                  or attachment and apply the proceeds of such sale, first, 
                  to the payment of all costs and expenses of conducting the 
                  sale or caring for or storing said property (including all 
                  reasonable attorneys' fees), second, toward the payment of 
                  any indebtedness, including (without limitation) 
                  indebtedness for Annual Basic Rent, which may be or may 
                  become due from Tenant to Landlord, and third, to pay 
                  Tenant, on demand in writing, any surplus remaining after 
                  all indebtedness of Tenant to Landlord has been fully paid;

            (b)   perform, on behalf and at the expense of Tenant, any 
                  obligation of Tenant under this Lease which Tenant has 
                  failed to perform and of which Landlord shall have given 
                  Tenant notice, the cost of which performance by Landlord, 
                  together with interest thereon at the Default Rate from the 
                  date of such expenditure, shall be payable by Tenant to 
                  Landlord, as Additional Rent, within fifteen (15) days 
                  after demand.


                                      -27-
<PAGE>

                  Notwithstanding the provisions of this clause (b) and 
                  regardless of whether an Event of Default shall have 
                  occurred, Landlord may exercise the remedy described in 
                  clause (b) without any notice to Tenant (but with notice to 
                  Tenant s soon as reasonably practicable under the 
                  circumstances) if Landlord, in its good faith judgment, 
                  believes it would be materially injured by failure to take 
                  rapid action or if the unperformed obligation of Tenant 
                  constitutes an emergency;

            (c)   elect to terminate this Lease and the tenancy created 
                  hereby by giving notice of such election to Tenant, and 
                  reenter the Premises, by summary proceedings or otherwise, 
                  and remove Tenant and all other persons and property from 
                  the Premises, and store such property in a public warehouse 
                  or elsewhere at the cost of and without Landlord being 
                  deemed guilty of trespass or becoming liable for any loss 
                  or damage occasioned thereby;

            (d)   declare any option which Tenant may have to renew the Term 
                  or expand the Premises to be null and void and of no 
                  further force and effect; or

            (e)   exercise any other legal or equitable right or remedy which 
                  it may have.

   20.3.  DAMAGES. If this Lease is terminated by Landlord pursuant to Section 
20.2.(c), Tenant nevertheless shall remain liable for (a) any Annual Basic 
Rent, Additional Rent, and damages which may be due or sustained prior to 
such termination, and (b) all reasonable costs, fees and expenses including, 
but not limited to, reasonable attorneys' fees, costs and expenses incurred by 
Landlord in pursuit of its remedies hereunder or in renting the premises to 
others from time to time. In addition, Landlord may recover from Tenant 
additional damages to compensate Landlord for loss of rent resulting from 
termination of the Lease, which, at the election of Landlord, shall be either:

            (i)   An amount equal to the rent which, but for termination of 
                  this Lease, would have become due during the remainder of 
                  the Term, less the amount of rent, if any, which Landlord 
                  shall receive during such period from others to whom the 
                  Premises may be rented(other than any Additional Rent 
                  received by Landlord as a result of any failure of such 
                  other person to perform any of its obligations to 
                  Landlord), in which case such damages shall be computed and 
                  payable in monthly installments, in advance, on the first 
                  day of each calendar month following termination of the 
                  Lease and continuing until the date on which the Term would 
                  have expired but for such termination; and suit or action 
                  brought to collect any such damages for any month shall not 
                  in any manner prejudice the right of Landlord to collect 
                  any damages for any subsequent month by a similar 
                  proceeding; or

            (ii)  an amount equal to the present worth (as of the date of 
                  such termination) of rent which, but for termination of 
                  this Lease, would have become due


                                      -28-
<PAGE>

                  during the remainder of the Term, in which case such 
                  damages shall be payable to Landlord in one lump sum on 
                  demand and shall bear interest at the Default Rate until 
                  paid. For purposes of this clause (ii), "present worth" 
                  shall be computed by discounting such amount to present 
                  worth at a discount rate equal to one percentage point 
                  above the discount rate then in effect at the Federal 
                  Reserve Bank nearest to the location of the Property.

   Damages shall be due and payable immdiately upon demand by Landlord 
following any termination of this Lease pursuant to Section 20.2. In the 
event Landlord re-leases the Premises prior to the expiration of the Term at 
an Annual Basic Rent (annualized to account for any rent abatement, free rent 
period or similar concession) equal to or greater than that reserved under 
this Lease, Landlord shall refund to Tenant any amounts paid by Tenants 
pursuant to Section 20.3. (ii) applicable to the portion of the Term 
coinciding with the term of the replacement lease.

   If this Lease is terminated pursuant to Section 20.2., Landlord may 
re-lease the Premises or any part thereof, alone or together with other 
premises, for such term(s) (which may be greater or less than the period 
which otherwise would have constituted the balance of the Term) and on such 
terms and conditions (which may include concessions of free rent and 
alterations of the Premises) as Landlord, in its sole discretion, may 
determine. The failure or refusal of Landlord to re-lease the Premises or any 
part or parts thereof shall not release or affect Tenant's liability for 
damages.

   Notwithstanding anything to the contrary in this Section 20.3, Landlord 
shall use reasonable efforts to re-lease the Premises, provided that Landlord 
shall not be required to (i) use methods or procedures other than its usual 
methods and procedures for finding tenants for comparable space in the 
Building; (ii) lease the Premises in preference to any other space in the 
Building available for lease, regardless of when such other space became 
available for lease; (iii) lease the Premises at rents lower than the rate at 
which Landlord would otherwise offer such space to a third party; (iv) to 
make improvements to the Premises at Landlord's expense; and (v) lease the 
Premises for any purpose or use other than that specifically permitted by 
this Lease. Landlord shall not be liable to Tenant for Landlord's failure to 
re-lease the Premises despite the exercise of reasonable efforts pursuant to 
this paragraph, and no such re-leasing shall relieve Tenant of its 
obligations under the terms of this Lease, including, without limitation, the 
payment of rent as set forth herein.

   Nothing contained in this Lease shall limit or prejudice the right of 
Landlord to prove and obtain in proceedings for the termination of this Lease 
by reason of bankruptcy or insolvency, an amount equal to the maximum allowed 
by any statute or rule of law in effect at the time when, and governing the 
proceedings in which, the damages are to be proved, whether or not the amount 
be greater, equal to, or less than the amount of the loss or damages referred 
to above.

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

   20.5. REMEDIES NOT EXCLUSIVE. All rights and remedies of Landlord set 
forth in this Lease shall be cumulative, and none shall exclude any other 
right or remedy, now or hereafter allowed by or available under any statute, 
ordinance, rule of court, or the common law, either at law or in equity, or 
both. For the purposes of any suit brought or based hereon, this Lease shall 
be construed to be a 


                                      -29-
<PAGE>

divisible contract, to the end that successive actions may be maintained on 
this Lease as successive periodic sums shall mature hereunder. The failure of 
Landlord to insist, in any one or more instances, upon a strict performance 
of any of the covenants, terms and conditions of this Lease or to exercise 
any right or option herein contained shall not be construed as a waiver or a 
relinquishment for the future, of such covenant, term, condition, right or 
option, but the same shall continue and remain in full force and such 
covenant, term, condition, right or option, but the same shall continue and 
remain in full force and effect unless the contrary is expressed by Landlord 
in writing. The receipt by Landlord of rents hereunder, with knowledge of the 
breach of any covenant hereof or the receipt by Landlord of less than the 
full rent due hereunder, shall not be deemed a waiver of such breach or of 
Landlord's right to receive the full rents hereunder, and no waiver by 
Landlord of any provision hereof shall be deemed to have been made unless 
expressed in writing and signed by Landlord.

   20.6  PERSISTENT FAILURE TO PAY RENT. In addition to any other remedies 
available to Landlord pursuant to this Lease or by law, Landlord may, at any 
time throughout the Term of this Lease terminate this Lease upon Tenant's 
default on three (3) separate occasions during any twelve (12) calendar month 
period under subsection 20.1.a., regardless of whether or not such prior 
defaults have been cured. Termination, pursuant to this subsection 20.6, 
shall be effective upon Landlord's delivery to Tenant of a notice of 
termination.

   21.   Intentionally deleted.

   22.   INDEMNITY.

   To the maximum extent permitted by law, Tenant shall indemnify, hold 
harmless and (at Landlord's option) defend Landlord, it agents, servants and 
employes from and against all claims, actions, losses, costs and expenses 
(including reasonable attorneys' and other professional fees), judgments, 
settlement payments, and, whether or not reduced to final judgment, all 
liabilities, damages, or fines paid, incurred or suffered by any third 
parties to the extent arising directly or indirectly from (a) any default by 
Tenant under the terms of this Lease, (b) the use or occupancy of the property 
by Tenant or any person claiming through or under Tenant, and/or 9c) any acts 
or omissions of Tenant or any contractor, agent, employee, invitee or 
licensee of Tenant in or about the property. The foregoing indemnity is in 
addition to, and not in substitution for any indemnity given by Tenants to 
Landlord under Section 8.3.

   To the maximum extent permitted by law, Landlord shall indemnify, hold 
harmless and defend Tenant, its agents, servants and employees from and 
against all claims, actions, losses, costs and expenses (including 
reasonable attorneys' and other professional fees), judgments, settlement 
payments, and, whether or not reduced to final judgment, all liabilities, 
damages, or fines paid, incurred or suffered by any third party, including 
Landlord's employees, to the extent arising directly or indirectly from (a) 
any default by Landlord under the terms of this Lease, (b) the use of 
occupancy of the Common Area or the Premises by Landlord or its contractors, 
agents, or employees, and/or (c) any acts or omissions of Landlord or any 
contractor, agent, or employee of Landlord in or about the Common Area or the 
Premises.

   23.   LIMITATION ON LANDLORD LIABILITY.

   The term "Landlord" as used in this Lease shall mean only the owner or the 
Mortgagee or its trustees, as the case may be, then in possession of the 
property so that in the event of any transfer by Landlord of its interest in 
the Property, the Landlord in possession immediately prior to such transfer 
shall be, and hereby is, entirely released and discharged from all covenants, 
obligations and liabilities of


                                      -30-
<PAGE>

actual or alleged failure, breach or default hereunder by the Landlord, and 
notwithstanding anything to the contrary contained elsewhere in this Lease, 
the remedies of Tenant under this Lease shall be solely and exclusively 
limited to Landlord's interest in the Property, (provided that any right of 
Tenant thereto shall always be subject and subordinate to the right of 
Baltimore City under that certain Disposition and Development Agreement 
between Landlord and the Mayor and City Council of Baltimore dated April 17, 
1984, regarding Development Areas 5 and 6, Inner Harbor, and recorded among 
the Land Records of Baltimore City, Maryland, in Liber SEP No. 224 at folios 
124 et seq., as amended ["City Disposition Agreement"] and any Mortgagee) for 
the collection of any sum of money on a judgement, or for the payment or 
expenditure of any money under any decree of specific performance, injunctive 
relief or other equitable relief (or other judicial process) requiring 
performance by Landlord of any obligation under this Lease.  No other 
property or assets of Landlord, Landlord's agents, incorporators, 
shareholders, officers, directors, partners, principals (disclosed or 
undisclosed) or affiliates shall be subject to levy, execution or other 
enforcement procedure for the satisfaction of Tenant's remedies.

      24.  LANDLORD OBLIGATIONS.

      Landlord agrees to perform all of its obligations under this Lease in a 
first class manner consistent with the standards applicable to similar 
buildings in the vicinity of the Building.  Landlord shall be excused for the 
period of any delay in the performance of any of its obligations when the 
delay is due to any cause or causes beyond Landlord's control which include, 
without limitation, acts of God, all labor disputes, governmental regulations 
or controls, civil unrest, war, adverse weather condition not reasonably 
anticipated, fire or other casualty, inability to obtain any material, 
services, or financing unless otherwise provided for in this Lease.  Except 
where specifically set forth in this Lease, there shall be no abatement, 
set-off or deduction of Annual Basic Rent or Additional Rent due under this 
Lease.

      25.  ASSIGNMENT AND SUBLETTING.

      25.1.  PROHIBITED WITHOUT LANDLORD'S CONSENT.  Tenant agrees for itself 
and its permitted successors and assigns in interest hereunder that it will 
not (a) assign or otherwise transfer, mortgage or otherwise encumber this 
Lease or any of its rights hereunder; (b) sublet the Premises or any part 
thereof or permit the occupancy or use of the Premises or any part thereof by 
any person other than Tenant; and/or (c) permit the assignment or other 
transfer of this Lease or any of Tenant's rights hereunder by operation of 
law (each of the events referred to in the foregoing clauses (a), (b) and (c) 
being hereinafter referred to as a "Transfer"), without the prior written 
consent of Landlord in each instance first obtained, which consent may be 
given or withheld in Landlord's sole and absolute subjective discretion, and 
any consent given shall not constitute a consent to any subsequent Transfer.  
Any attempted Transfer without Landlord's consent shall be null and void and 
shall not confer any rights upon any purported transferee, assignee, 
mortgagee, sublessee, or occupant.  No Transfer, regardless of whether 
Landlord's consent has been granted or withheld, shall be deemed to release 
Tenant from any of its obligations hereunder or to alter, impair or release 
the obligations of any person guaranteeing the obligations of Tenant 
hereunder.  Tenant hereby indemnifies Landlord against liability resulting 
from any claim made against Landlord by an assignee or subtenant or by any 
broker claiming a commission in connection with the proposed Transfer.  In 
the event Landlord shall consent to a Transfer of this Lease, any option 
which Tenant may have to renew the Term shall be null and void.

      Notwithstanding the foregoing, Landlord shall not unreasonably withhold 
or delay its consent to a sublet of all or a portion of the Premises or 
assignments of this Lease by Tenant provided that:  (a) the proposed 
transferee has a financial capacity and net worth sufficient to fulfill the 
terms of this Lease, as reasonably determined by Landlord based on financial 
information about such transferee provided by Tenant or such transferee; (b) 
the proposed use of the Premises by the proposed transferee


                                       -31-
<PAGE>

is permitted by this Lease and is compatible with the operation of the 
Building; (c) the proposed transferee is not an existing tenant in the 
Building or was not a prospect for the Building within six (6) months prior 
to the proposed Transfer; (d) an Event of Default does not then exist under 
this Lease; and (e) Tenant continues to remain liable under all of the terms 
and conditions of this Lease.

      Provided an Event of Default does not then exist, Tenant shall have the 
right to assign this Lease or sublet the Premises to a parent, subsidiary or 
affiliate corporation of Tenant without the consent of Landlord.  Tenant 
shall deliver written notice to Landlord of any such Transfer.  The foregoing 
waiver of right to consent does not constitute a waiver of the right of 
Landlord to consent to any transfer not specifically permitted hereby.

      25.2.  STOCK TRANSFER.  If Tenant or any Guarantor is a privately-held 
corporation, then each of the following events shall be deemed a prohibited 
Transfer under this Section 25 if such event results in a change in control 
of Tenant or Guarantor:  any transfer of Tenant's or Guarantor's issued and 
outstanding capital stock; any issuance of additional capital stock; or the 
redemption of any issued and outstanding stock.  If Tenant or any Guarantor 
is a partnership, any Transfer of any interest in the partnership or any 
other change in the composition of the partnership, which results in a change 
in management of Tenant or Guarantor from the person or persons managing the 
partnership as of the date hereof, shall be deemed a prohibited Transfer 
under this Section 25.

      25.3.  RENTS FROM TRANSFER.  In the event Landlord shall consent to a 
Transfer of this Lease and the amount of the rents (or other compensation) to 
be paid to Tenant by any such transferee is greater than the rents required 
to be paid by Tenant to Landlord pursuant to this Lease or a premium is to be 
paid to Tenant for an assignment of this Lease, Tenant shall pay to Landlord 
fifty percent (50%) of any such excess or any such premium, as the case may 
be, less (a) any improvement allowance or other economic concession (planning 
allowance, moving expense, etc.), paid by Tenant to sublessee or assignee; 
(b) broker's commissions; (c) reasonable attorney's fees; and (d) costs of 
advertising and/or promoting the space for sublease or assignment, upon 
receipt thereof by Tenant from such transferee.

      25.4.  PROCEDURE FOR OBTAINING LANDLORD'S CONSENT.

      A.  In the event that, at any time or from time to time prior to or 
during the Term, Tenant desires to Transfer this Lease in whole or in part, 
whether by operation of law or otherwise, Tenant shall submit to Landlord for 
its consideration (a) in writing, the name and address of the proposed 
subtenant or assignee, a reasonably detailed statement of the proposed 
subtenant's or assignee's business and reasonably detailed financial 
references and information concerning the financial condition of the proposed 
subtenant or assignee, (b) a disclosure of the rents to be paid by any 
subtenant in excess of the rents reserved hereunder or the premium to be paid 
for the assignment, and (c) if a subletting, a description of the area of the 
Premises to be sublet.  Tenant agrees to pay Landlord, as Additional Rent, 
all reasonable costs incurred by Landlord in connection with any actual or 
proposed Transfer, including, without limitation, the costs of making 
investigations as to the acceptability of a proposed subtenant or assignee 
and reasonable legal costs incurred in connection with any requested consent, 
but in no event more than Five Hundred Dollars ($500.00).  

      B.  Landlord's consent to an assignment of this Lease shall be 
effective upon the execution by Tenant, the assignee, and Landlord of an 
assignment document prepared by Landlord in which the assignee shall agree to 
assume, observe, perform, and be bound by, all of Tenant's obligations under 
this Lease and Tenant shall agree to remain primarily liable for such 
obligations.


                                       -32-
<PAGE>

      Any consent by Landlord to a subletting of all or a portion of the 
Premises shall be deemed to have been given only upon the delivery by 
Landlord to Tenant of a consent document prepared and executed by Landlord 
expressly consenting to such subletting.

      26.  HOLDING OVER.

      Tenant agrees to vacate the Premises at the end of the Term, and 
Landlord shall be entitled to the benefit of all summary proceedings to 
recover possession of the Premises at the end of the Term.  If Tenant remains 
in possession of the Premises after the expiration of the Term, such action 
shall not renew this Lease by operation of law and nothing herein shall be 
deemed as a consent by Landlord to Tenant's remaining in the Premises.  If 
Tenant fails to vacate the Premises as required, Landlord may consider Tenant 
as either (a) a "Tenant-at-Will" (i.e. month-to-month tenant) liable for the 
payment of rent at the then market rate as reasonably determined by Landlord 
or (b) as a "Tenant-Holding Over" liable for an amount equal to the actual 
damages incurred by Landlord as a result of Tenant's holding over, including, 
without limitation, all incidental, prospective and consequential damages and 
reasonable attorney's fees, but in no event shall such amount be less than an 
amount equal to one hundred fifty percent (150%) of the Annual Basic Rent, 
and Additional Rent, reserved hereunder applicable to the period of the 
holdover.  In either event, all other covenants of this Lease shall remain in 
full force and effect.

      27.  SUBORDINATION AND ATTORNMENT.

      This Lease is subject and subordinate to the liens of all mortgages, 
deeds of trust and other security instruments now or hereafter placed upon 
the Building or the Property or any portion thereof and all ground and other 
underlying leases from which Landlord's interest is derived (said mortgages, 
deeds of trust, other security instruments, and ground leases being 
hereinafter referred to as "Mortgages" and the mortgagees, beneficiaries, 
secured parties, and ground lessors thereunder from time to time being 
hereinafter called "Mortgagees"), and to any and all renewals, extensions, 
modifications, or refinancings thereof, without any further act of the 
Tenant.  If requested by Landlord, however, Tenant shall promptly execute any 
certificate or other document confirming such subordination.  Tenant agrees 
that, if any proceedings are brought for the foreclosure of any of the 
Mortgages, Tenant, if requested to do so by the purchaser at the foreclosure 
sale, shall attorn to the purchaser, recognize the purchaser as the landlord 
under this Lease, and make all payments required hereunder to such a new 
landlord without any deduction or set-off of any kind whatsoever.  Tenant 
waives the provisions of any law or regulation, now or hereafter in effect, 
which may give, or purport to give, Tenant any right to terminate this Lease 
or to alter the obligations of Tenant hereunder in the event that any such 
foreclosure or termination or other proceeding is prosecuted or completed.

      Notwithstanding anything contained herein to the contrary, any 
Mortgagee may at any time subordinate the lien of its Mortgages to the 
operation and effect of this Lease without obtaining the Tenant's consent 
thereto, by giving the Tenant written notice thereof, in which event this 
Lease shall be deemed to be senior to such Mortgages without regard to the 
respective dates of execution and/or recordation of such Mortgages and this 
Lease and thereafter such Mortgagee shall have the same rights as to this 
Lease as it would have had were this Lease executed and delivered before the 
execution of such Mortgages.  Upon Tenant's written request, Landlord shall 
use reasonable efforts, excluding the payment of money, to obtain a 
non-disturbance agreement from Landlord's Mortgagee with respect to this 
Lease.  Landlord agrees to submit to such Mortgagee on Tenant's behalf a 
non-disturbance agreement prepared by Tenant, however, Landlord makes no 
representation that its Mortgagee will execute any such agreement.


                                       -33-
<PAGE>

      Notwithstanding anything contained in the Lease to the contrary, this 
Lease and Tenant's rights thereunder, shall not be subject and subordinate in 
any way to any future mortgages, unless Tenant receives a non-disturbance 
agreement from each future mortgagee.

      If, in connection with obtaining financing for the Building, a 
Mortgagee shall request reasonable modifications in this Lease as a condition 
to such financing, Tenant will not unreasonably withhold, delay or defer its 
consent thereto, provided that such modifications do not materially adversely 
increase the obligations of Tenant hereunder, or materially adversely affect 
the leasehold interest hereby created or Tenant's use and enjoyment of the 
Premises, or increase the amount of Annual Basic Rent and Additional Rent 
payable hereunder.

      Tenant agrees that, if Baltimore City acquires title to the Building 
and/or the Project, by reason of the Provisions of the City Disposition 
Agreement, Tenant shall attorn to Baltimore City, recognize Baltimore City as 
the Landlord under this Lease, and make all payments required hereunder to 
Baltimore City without any deduction or set-off of any kind whatsoever.  
Tenant waives the provisions of any law or regulation, now or hereafter in 
effect, which may give, or purport to give, Tenant any right to terminate 
this Lease or to alter the obligations of Tenant hereunder in the event that 
any such reverter of title to Baltimore City occurs.  In connection with such 
attornment by Tenant to Baltimore City, the possession of Tenant of the 
Premises shall not be disturbed so long as Tenant shall not be in default 
under this Lease.  This non-disturbance agreement shall be self-operative and 
no further agreement between Baltimore City and Tenant shall be necessary to 
effect same.

      28.  ESTOPPEL CERTIFICATES.

      Tenant shall, without charge, at any time and from time-to-time, within 
fifteen (15) days after receipt of written request therefor by Landlord, 
execute, acknowledge and deliver to Landlord a written estoppel certificate, 
in such form as may be determined by Landlord, certifying to Landlord, 
Landlord's Mortgagee, any purchaser of Landlord's interest in the Building, 
or any other person designated by Landlord, as of the date of such estoppel 
certificate, the following, without limitation:  (a) whether Tenant is in 
possession of the Premises; (b) whether this Lease is in full force and 
effect; (c) whether there have been any amendments to this Lease, and if so, 
specifying such amendments; (d) whether, to Tenant's knowledge, there are 
then existing any set-offs or defenses against the enforcement of any rights 
hereunder, and if so, specifying such matters in detail; (e) the dates, if 
any, to which any rent or other charges have been paid in advance and the 
amount of any Security Deposit held by Landlord; (f) that Tenant has no 
knowledge of any then existing defaults of Landlord under this Lease, or if 
there are such defaults, specifying them in reasonable detail; (g) that 
Tenant has no knowledge of any event having occurred that authorizes the 
termination of this Lease by Tenant, or if such event has occurred, 
specifying it in reasonable detail; and (h) the address to which notices to 
Tenant under this Lease should be sent.  Any such certificate may be relied 
upon by the person or entity to whom it is directed or by any other person or 
entity who could reasonably be expected to rely on it in the normal course of 
business.  The failure of Tenant to execute, acknowledge and deliver such a 
certificate in accordance with this Section 28 within fifteen (15) days after 
a request therefor by Landlord shall constitute an acknowledgement by Tenant, 
which may be relied on by any person who would be entitled to rely upon any 
such certificate, that such certificate as submitted by Landlord to Tenant is 
true and correct.

      29.  PEACEFUL AND QUIET POSSESSION.

      Tenant, if and so long as it pays all rents due hereunder and performs 
and observes the other terms and covenants to be performed and kept by it as 
provided in this Lease and complies with the COREA, shall have the peaceable 
and quiet possession of the Premises during the Term free of any


                                       -34-
<PAGE>

claims of Landlord or anyone lawfully claiming by, through or under Landlord, 
subject, however, to the terms of this Lease and to matters of public record 
existing as of the date of this Lease. This covenant shall be construed as a 
covenant running with the land and shall not be construed as a personal 
covenant or obligation of Landlord, except to the Landlord's interest in this 
Lease and thus subject to the terms of Section 23 of this Lease.

         30.  LANDLORD'S ACCESS TO PREMISES

         Landlord and its agents may at any reasonable time and without 
incurring any liability to Tenant, other than liability arising under Section 
22, enter the Premises to inspect them or to make alterations or repairs or 
for any purpose which Landlord considers necessary for the repair, operation, 
or maintenance of the Building; provided, however, that in the case of an 
emergency, Landlord may enter the Premises at any time. Tenant shall allow 
the Premises to be exhibited by Landlord (a) at any time to any 
representative of a lender or to any prospective purchaser of the Building or 
Landlord's interest therein or (b) within six (6) months of the end of the 
Term to any persons who may be interested in leasing the Premises, provided 
Landlord makes all reasonable efforts to minimize disruption of Tenant's 
business operations in the Premises.

         Notwithstanding the foregoing, Landlord shall use reasonable efforts 
to telephone Tenant twenty-four (24) hours prior to any inspection except in 
cases of emergencies. Emergencies for the purpose of this Section shall be 
deemed to mean anyone or anything in the Premises. Building and/or Common 
Area requiring immediate response. In any event, Tenant agrees to cooperate 
when access to the Premises is requested by Landlord.

         31.  RELOCATION

         Landlord shall have the right, one (1) time only during the Term, 
upon not less than thirty (30) days written notice to Tenant, to change the 
location of the Premises to another location within the Building, provided 
that the new location is reasonably similar in size, utility and appearance, 
is on the 18th floor or higher, and has comparable views as the Premises. If 
Tenant is occupying the Premises when Landlord's exercises its rights 
hereunder, Landlord, at its expense, shall remove, relocate and reinstall 
Tenant's equipment (including telephones), furniture and fixtures in the new 
premises and redecorate the new premises so that they will substantially 
resemble the former Premises. Landlord shall also pay Tenant's cost of 
reprinting stationery and business cards. On completion of the change in 
location of the Premises, the parties shall execute an amendment to this 
Lease which sets forth the new description of the Premises and amendments to 
any other terms of this Lease, if any, required by the relocation of the 
Premises. In the event Tenant is unable to conduct its business either in the 
Premises or the new location during such relocation, Tenant will not be 
obligated to pay any item of rental during such period.

         32.  BROKERS, COMMISSIONS, ETC.

         Landlord and Tenant acknowledge, represent and warrant each to the 
other that, except as listed in Section 1.F., no broker or real estate agent 
brought about or was involved in the making of this Lease and that no 
brokerage fee or commission is due to any other party as a result of the 
execution of this Lease. Each of the parties hereto agrees to indemnify and 
hold harmless the other against any claim by any broker, agent or finder 
based upon the execution of this Lease and predicated upon a breach of the 
above representation and warranty. Landlord shall pay to broker listed in 
Section 1.F. pursuant to a separate brokerage agreement.


                                       -35-
<PAGE>

     33.   RECORDATION.
     
     Neither Landlord nor Tenant shall record this Lease, any amendment to 
this Lease or any other memorandum of this Lease without the prior written 
consent of the other party, which consent may be withheld in the sole 
discretion of either party and, in the event such consent is given, the party 
requesting such consent and recording shall pay all transfer taxes, recording 
fees and other charge in connection with such recording.  Notwithstanding the 
above, Tenant covenants that if at any time the recordation of this Lease 
shall be required by any valid governmental order, or if any governmental 
authority having jurisdiction in the matter shall assess and be entitled to 
collect transfer taxes, documentary stamp taxes, or both, on this Lease, 
Tenant, upon the request of Landlord, shall execute such instruments, 
including a Memorandum of this Lease, as may be necessary to record this 
Lease, and shall pay all recording fees, transfer taxes and documentary stamp 
taxes, payable on, or in connection with, this Lease or such recordation; 
provided, however, if Landlord's Mortgagee requires such recordation, Landlord 
shall pay all such recording fees, transfer taxes and documentary stamp taxes.

     34.   MISCELLANEOUS.

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

     34.2.  APPLICABLE LAW. This Lease shall be given effect and construed by 
application of the laws of the state where the Property is located, and any 
action or proceeding arising hereunder shall be brought in the courts of the 
State where the Premises are located.

     34.3.  AUTHORITY. If Tenant is a corporation or partnership, the person 
executing this Lease on behalf of Tenant represents and warrants that Tenant 
is duly organized and validly existing; that this Lease has been authorized 
by all necessary parties, is validly executed by a authorized officer or 
agent of Tenant and is binding upon and enforceable against Tenant in 
accordance with its terms,

     The undersigned agent of Landlord represents and warrants that it is 
authorized and empowered to enter into this Lease Agreement on behalf of the 
Landlord.

     34.4.  NO DISCRIMINATION. It is Landlord's policy to comply with all 
applicable state and federal laws prohibiting discrimination in employment 
based on race, age, color, sex, national origin, disability, religion, or 
other protected classification. It is further intended  that the Building 
shall be operated so that all perspective tenants thereof, and all 
customers, employees, licensees and invitees of all tenants shall have equal 
opportunity to obtain all the goods, services, accommodations, advantages, 
facilities and privileges of the Building without discrimination because of 
race, age, color, sex, national origin, disability, or religion. To that end, 
Tenant shall not discriminate in the conduct and operation of its business in 
the Premises against any person or group of persons because of the race, age, 
color, sex, religion, national origin or other protected classification of 
such person or group of persons. 

     34.5. INTEGRATION OF AGREEMENTS. This writing is intended by the parties 
as a final expression of their agreement and is a complete and exclusive 
statement of its terms, and all negotiations, considerations and 
representations between the parties hereto are incorporated herein.  No 
course of prior dealings between the parties or their agents shall be 
relevant or admissible to supplement, explain, or vary any of the terms of 
this Lease. Acceptance of, or acquiescence to, a course of performance 


                                       -36-
<PAGE>


rendered under this Lease or any prior agreement between the parties or their 
agents shall not be relevant or admissible to determine the meaning of any of 
the terms or covenants of this Lease. Other than as specifically set forth in 
this Lease, no representations, understandings or agreements have been made or 
relied upon in the making of this Lease. This Lease can only be modified by a 
writing signed by each of the parties hereto.

    34.6.   THIRD PARTY BENEFICIARY.  Except as expressly provided elsewhere 
in this Lease, nothing contained in this Lease shall be construed so as to 
confer upon any other party the rights of a third party beneficiary.

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

    34.8.   SUCCESSORS AND ASSIGNS.  Subject to the express provisions of this 
Lease to the contrary (e.g., Section 25), the terms, provisions and covenants 
contained in this Lease shall apply to, inure to the benefit of, and be 
binding upon the parties hereto and their respective heirs, personal 
representatives, successors and assigns.

    34.9.   WAIVER OF JURY TRIAL.  Landlord and Tenant hereby expressly waive 
trial by jury in any action or proceeding or counterclaim brought by 
either party hereto against the other party on any and every matter, directly 
or indirectly arising out of or with respect to this Lease, including, 
without limitation, the relationship of Landlord and Tenant, the use and 
occupancy by Tenant of the Premises, any statutory remedy and/or claim of 
injury or damage regarding this Lease.

    34.10.  JOINT AND SEVERAL LIABILITY.  In the event that two (2) or more 
persons (i.e., natural persons, corporations, partnerships, associations and 
other legal entities) shall sign this Lease as Tenant, the liability of each 
such party to pay all rents due hereunder and perform all the other covenants 
of this Lease shall be joint and several. In the event Tenant is a general 
partnership or a limited partnership with two or more general partners, the 
liability of each partner, or general partner, under this Lease shall be 
joint and several.

    34.11.  NOTICES.  All notices, demands and requests required under this 
Lease shall be in writing. All such notices, demands and requests shall be 
deemed to have been properly given if sent by United States certified mail, 
return receipt requested, postage prepaid, or hand delivered, or overnight 
delivery, addressed to Landlord or Tenant, at the Landlord Notice Address and 
Tenant Notice Address, respectively. Either party may designate a change of 
address by written notice to the other party, in the manner set forth above. 
Notice, demand and requests which shall be served by certified mail in the 
manner aforesaid, shall be deemed to have been given five (5) days after 
mailing. Notices sent by overnight delivery shall be deemed to have been 
given the day after sending. Without intending to limit the generality of the 
foregoing requirement that all notices, demands and requests be in writing, 
there are certain provisions in this Lease where, for emphasis alone, such 
requirement is reiterated.

    34.12.  EFFECTIVE DATE OF THIS LEASE. Unless otherwise expressly provided, 
all terms, conditions and covenants by Tenant contained in this Lease shall 
be effective as of the date first above written.

    34.13.  MECHANICS' LIENS.  In the event that any mechanics' or 
materialmen's liens shall at any time be filed against the Premises 
purporting to be for work, labor, services or materials performed or 
furnished to Tenant or anyone holding the Premises through or under Tenant, 
Tenant shall cause the


                                       -37-
<PAGE>

same to be discharged of record or bonded in the amount of the claim within 
sixty (60) days after the filing thereof.  If Tenant shall fail to cause such 
lien to be discharged or bonded within sixty (60) days after the filing 
thereof, then, in addition to any other right or remedy of Landlord, Landlord 
may, but shall not be obligated to, discharge the same by paying the amount 
claimed to be due; and the amount so paid by Landlord, and all costs and 
expenses, including reasonable attorneys' fees incurred by Landlord in 
procuring the discharge of such lien, shall be due and payable by Tenant to 
Landlord, as Additional Rent, on the first day of the next succeeding month.  
Notice is hereby given that Landlord shall not be liable for any labor or 
materials furnished to Tenant upon credit and that no mechanics', 
materialmen's or other liens for any such labor or materials shall attach to 
or affect the estate or interest of Landlord in and to the land and 
improvements of which the Premises are a part.

      34.14.  WAIVER RIGHT OF REDEMPTION.  Tenant hereby expressly waives (to 
the extent legally permissible) for itself and all persons claiming by, 
through or under it, any right of redemption or right to restore the 
operation of this Lease under any present or future law in the event Tenant 
is dispossessed for any proper cause, or in the event Landlord shall obtain 
possession of the Premises pursuant to the terms of this Lease.  Tenant 
understands that the Premises are leased exclusively for business, commercial 
and mercantile purposes and therefore shall not be redeemable under any 
provision of law.

      34.15.  CITY'S OR MORTGAGEE'S PERFORMANCE.  If requested by any 
Mortgagee and as long as Tenant has been given such Mortgagee's current 
mailing address, Tenant shall give such Mortgagee written notice of any 
default by Landlord under this Lease and a reasonable opportunity to cure 
such default.  Tenant shall accept performance of any of Landlord's 
obligations hereunder by any ground lessor or mortgagee relating to the 
financing of the Property and by Baltimore City under the City Disposition 
Agreement.

      34.16.  CITY'S OR MORTGAGE'S LIABILITY.  Neither Baltimore City, under 
the City Disposition Agreement, nor any mortgagee or ground lessor relating 
to the financing of the Property, not in possession of the Premises or the 
Building, shall have any liability whatsoever hereunder.

      34.17.  SCHEDULES.  Each writing or plat referred to herein as being 
attached hereto as a schedule or exhibit is hereby made a part hereof, with 
the same full force and effect as if such writing or plat were set forth in 
the body of this Lease.

      34.18.  TIME OF ESSENCE.  Time shall be of the essence of this Lease 
with respect to the performance by Landlord and Tenant of their respective 
obligations hereunder.

      34.19.  AMENDMENT.  This Lease may be amended by and only by an 
instrument executed and delivered by each party hereto.  No amendments of 
this Lease entered into by Landlord and Tenant, as aforesaid, shall impair or 
otherwise affect the obligations of any guarantor of Tenant's obligations 
hereunder, all of which obligations shall remain in full force and effect and 
pertain equally to any such amendments, with the same full force and effect 
as if the substance of such amendments was set forth in the body of this 
Lease.

      34.20.  PARKING.  During the Term, Tenant shall have the non-exclusive 
right to use six (6) parking spaces in the building's parking garage at the 
posted rates.  Current rates are $175.00 per parking space per month.  Prior 
to the Commencement Date, Tenant or its employees shall enter into the 
standard rental contract for each such parking space.

      34.21.  SATELLITE DISH AND/OR RADIO ANTENNA.  Tenant shall have the 
right, at its sole cost and expense and subject to prior approval by Landlord 
(which approval shall not be unreasonably withheld),


                                       -38-


<PAGE>

to install and maintain a satellite dish and/or radio antenna in an area 
designated by Landlord on the roof of the Building ("Satellite Dish Area"), 
provided:

    (1) Installation of the satellite dish and/or radio antenna shall be 
accomplished in accordance with plans and specifications which shall be 
approved by Landlord prior to installation thereof (such approval not to be 
unreasonably withheld or delayed) and the satellite dish and/or radio antenna 
shall be grounded in accordance with Underwriters Laboratories, Inc. 
requirements.

    (2) Any approval of the Tenant's plans and specifications for 
installation of the satellite dish and/or radio antenna or the manner or 
method of the installation of the satellite dish and/or radio antenna by 
Landlord shall not be construed to mean that such installation will assure 
the operation of the satellite dish and/or radio antenna, but shall only 
demonstrate the Landlord's determination of aesthetic acceptability of the 
location of the satellite dish and/or radio antenna and the acceptability of 
the installation method with respect to the integrity of the roof structure.

    (3) Tenant shall make no penetration of the Building's roof during 
installation or removal of the satellite dish and/or radio antenna without 
the prior written consent of Landlord (which consent shall not be 
unreasonably withheld or delayed). Tenant shall be responsible for the cost 
of repairing all damage to Landlord's property caused by the installation, 
operation, repair, or removal of the satellite dish and/or radio antenna. 
Furthermore, in the event Landlord determines that the Building roof must be 
repaired or resealed as a result of the installation, maintenance, repair or 
removal of the satellite dish and/or radio antenna, all such repairing and/or 
resealing shall be performed by Landlord's designated contractor at Tenant's 
sole cost and expense.

    (4) Tenant agrees that Landlord, its agent and employees shall have the 
right to enter and to use the Satellite Dish Area at any time during the Term 
of this Lease for the purposes of ascertaining compliance by Tenant with the 
covenants of this provision or to perform any necessary repairs or 
maintenance to the Satellite Dish Area.

    (5) Tenants shall obtain and maintain all necessary FCC licenses, if any, 
and all other governmental approvals, licenses and permits required to 
operate the satellite dish and/or radio antenna, which operation shall not 
interfere with the quiet enjoyment of the tenants within the Building.

    (6) Tenant, for the privilege hereby given, agrees to assume all risks of 
injury or death to its employees or workmen installing or maintaining the 
satellite dish and/or radio antenna (by whomever employed), or any other 
person from any causes whatsoever and Tenant further agrees to indemnify and 
save harmless the Landlord from any and all suits, claims, demands, 
liability, damages, costs or expenses in respect to any and all loss of life 
or injury or damage to persons or property and from any fines and/or 
citations from any local, state or federal agency, as a result of any alleged 
or actual violation of any laws, rules and/or regulations of such agencies 
arising out of the activities of the Tenant, its agents, servants, employees, 
contractors and subcontractors upon the Property or sustained while in or 
about the Property, except for any damages caused as a result of Landlord's 
negligent acts or omissions.

    Landlord, its agents and employees shall not be liable to Tenant for (i) 
any damage to property of the Tenants either entrusted to persons employed to 
provide services for or stored in or on the Satellite Dish Area, Building or 
the area where the building is located ("Building Area"); or (ii) any injury 
or damage to persons, to property, or to the business of the Tenant, 
resulting from any latent or apparent defect or change of condition in the 
Satellite Dish Area, the Building or Building Area, crime, accident, natural 
disorder, electrical, mechanical, or plumbing equipment or works, water, 
damage by tenants or persons in the Building, interference with the light or 
other incorporeal hereditaments, operations in the


                                       -39-
<PAGE>

construction of any public or quasi-public work, or for any other cause not 
the direct and immediate result of the act or omission of Landlord.

         (7)  Tenant shall not assign the right granted herein or any of its 
rights hereunder. Any attempted assignment shall be void and of no effect.

         (8)  Tenant agrees to comply with all laws, rules and regulations of 
federal, state and local agencies which are now or may in the future become 
applicable to Tenant while engaged in the privilege and permission.  Tenant 
shall also comply with all orders, rules, regulations and requirements of any 
insurance company which may at any time have in force any policy of fire, 
public liability, or other insurance applicable to the Property. Landlord 
shall have the option to terminate Tenant's right hereunder if any violation 
of this provision results in either the cancellation of any insurance on the 
Property or the refusal by an insurance carrier to insure the Property.

         (9)  Tenant agrees that transmissions from its satellite dish and/or 
radio antenna shall not cause interference with transmissions of other 
persons operating communications equipment in the vicinity of the Satellite 
Dish Area. Upon written notification from Landlord of such interference. 
Tenant shall immediately stop operation of the satellite dish and/or radio 
antenna and not resume operation until such interference is reasonably cured.

         (10) Upon the natural expiration or the earlier termination of this 
Lease, Tenant, at its sole cost and expense, shall remove the satellite dish 
and/or radio antenna from the roof of the Building and restore the roof to 
its condition prior to installing the satellite dish and/or radio antenna, 
ordinary wear and tear and damage caused by casualty excepted.

         (11) Tenant's right to use the Satellite Dish Area does not create 
any kind of interest in the real property, Tenant shall not permit any liens 
to be affixed or attached to the Property, and breach of this provision shall 
constitute an act of default affording Lessor the rights hereinafter provided.

         IN WITNESS WHEREOF, the parties hereto have executed this Lease as 
of the day and year first above written.


ATTEST:                                LANDLORD:
                                       BALTIMORE CENTER ASSOCIATES LIMITED
                                       PARTNERSHIP

                                       By:  ROUSE OFFICE MANAGEMENT, INC.,
                                            Managing Agent


/s/ [illegible]                        By: /s/ [illegible]                (SEAL)
-----------------------------------       --------------------------------
Assistant Secretary                       Vice President



ATTEST:                                TENANT:
                                       EARTHSHELL CORPORATION


                                       -40-
<PAGE>



/s/ [illegible]                        By: /s/ [illegible]                (SEAL)
-----------------------------------       --------------------------------
Assistant Secretary of Corporation        President













                                       -41-


<PAGE>


                                   SCHEDULE A


                                       


                                 [FLOOR PLAN]














<PAGE>







                                    SCHEDULE B

                                [PROJECT SCHEDULE]





<PAGE>





                                      SCHEDULE C

                                RULES AND REGULATIONS


          1. Tenant shall not obstruct or encumber the Common Area, and the 
sidewalks, driveways, and other public portions of the Property (herein 
"Public Areas") and such Public Areas shall not be used for any purpose other 
than ingress and egress to and from its Premises. Tenant shall not permit any 
of its employees, agents, licenses or invitees to congregate or loiter in any 
of the Public Areas. Tenant shall not invite to, or permit to visit, its 
Premises persons in such nubmers or under such conditions as may interfere 
with the use and enjoyment by others of the Public Areas. Fire exits and 
stairways are for emergency use only, and they shall not be used for any 
other purpose. Landlord reserves the right to control, oeprate, restrict and 
regulate the use of the Common Areas, public facilities, and any facilities 
furnished for the common use of the tenants in such manner as it deems best 
for the benefit of the tenants, including but not limited to the allocation 
of elevators for delivery service, and the right to designate which Building 
entrances shall be used for deliveries. No doormat of any kind whatsoever 
shall be placed or left in any public hall or outside any entry door of the 
Premises.

          2. No awnings or other projections shall be attached to the outside 
walls of the Building. No curtains, blinds, shades or screens shall be 
attached to, hung in, or used in connection with any window or door of its 
Premises, without the consent of Landlord. Such window or door coverings must 
be of a quality, type, design and color approved by Landlord and further they 
must be installed in a manner approved by Landlord. In order that the 
Building can and will maintain a uniform appearance to those persons outside 
of the Building, each tenant occupying the perimeter areas of the Building 
shall (a) use only building-standard lighting in areas where lighting is 
visible from the outside of the Building and (b) use only building-standard 
blinds in window areas which are visible from the outside of the Building.

          3. Except as otherwise provided in the Lease, no sign, insignia, 
advertisement, lettering, notice or other object shall be exhibited, 
inscribed, painted or affixed by Tenant on any part of the exterior or 
interior of the Premises or the Building or on doors, corridor walls, the 
Building directory or in the content and location of any proposed signage. 
Landlord shall have the right to prohibit any advertising or identifying sign 
by Tenant which, in the sole judgment of Landlord, impairs the appearance, 
reputation, or the desirability of the Building as a first-class office 
building. Upon Landlord's approval, Tenant shall obtain all necessary 
approvals and permits form governmental or quasi-govermental authorities in 
connection with such signs. Further, approved signs shall be inscribed, 
painted or affixed by Tenant, upon written notice form Landlord, Tenant shall 
refrain from and discontinue such advertising or identifying sign. In the 
event that Tenant does not promptly correct said violation. Landlord may 
remove such signs without any liability, and may charge the expense incurred 
in such removal to the Tenant violating this Rule and Tenant hereby agrees to 
pay Landlord, as Additional Rent, any such expense promptly upon demand.

          4. No bicycles, vehicles, animals (except seeing eye dogs), fish or 
birds of any kind shall be brought into or kept in or about the Premises.

                                       
<PAGE>

          10. Tenant, before closing and leaving its Premises at any time, 
shall see that all lights, typewriters, copying machines and other electrical 
equipment are turned off. All entrance doors in Tenant's Premises shall be 
kept locked when not in use. Entrance doors shall not be left open at any 
time.

          11. If Tenant shall request Landlord to perform any work on the 
Premises or Property, Tenant shall make such request at the management office 
for the Building. Tenant shall not request employees of Landlord to perform 
any work or do anything outside of their regular duties, unless under special 
instructions from Landlord.

          12. Canvassing, soliciting and peddling in the Building are 
prohibited and Tenant shall cooperate to prevent the same.

          13. Tenant shall not cause or permit any odors of cooking or other 
processes, or any unusual or objectionable odors, to emanate from its 
Premises which would annoy other tenants or create a public or private 
nuisance. No cooking shall be done in Tenant's Premises, except for a 
household microwave oven or as is expressly permitted in the Lease, or 
otherwise consented to in writing by the Landlord.

          14. All paneling, doors, trim or other wood products not considered 
furniture shall be treated with fire-retardant materials. Before installation 
of any such materials, certification of the materials' fire-retardant 
characteristics shall be submitted to an approved by Landlord, and all such 
materials shall be installed in a manner approved by Landlord.

          15. Whenever Tenant submits any plan, agreement or other document 
for the consent or approval of Landlord, Landlord may charge, on demand, a 
reasonable processing fee for the review thereof, which shall include the 
cost of any services of an architect, engineer or attorney employed by 
Landlord to review such plan, agreement or document. Tenant hereby agrees to 
pay any such processing fee to Landlord, as Additional Rent, promptly upon 
demand.

          16. No contract of any kind with any supplier of towels, water, 
ice, toilet articles, waxing, rug shampooing, venetian blind washing, 
furniture polishing, lamp servicing, cleaning of electrical fixtures, removal 
of waste papers, rubbish or garbage, or any other cleaning, janitorial or 
like service shall be entered into by Tenant without the prior written 
consent of Landlord.  Further, no vending machine of any kind shall be 
installed in the Building or on or about the Property without the prior 
written consent of Landlord.

          Landlord shall not be responsible to Tenant for any loss of 
property from its Premises however occurring, or for any damage done to the 
effects of Tenant by Landlord's janitors or any of its employees, or by any 
other person or any other cause. The janitor's service furnished by Landlord 
does not include the beating or cleaning of carpets or rugs.

         17. When electric wiring of any kind is introduced, it must be 
connected as directed by Landlord, and no stringing or cutting of wires will 
be allowed, except with the prior written consent of Landlord, and shall be 
done only by contractors approved by Landlord. The number and locations of 
telephones, telegraph instruments, electric appliances, call boxes, etc., 
shall be subject to Landlord's approval. Tenant shall not lay linoleum or 
other similar floor covering so that the same shall be in direct contract 
with the floor of the Premises; and if linoleum or other similar floor 
covering is desired to be sued, an interlining of builder's deadening felt 
shall be first affixed to the floor by a paste or other material, the use of 
cement or other similar adhesive material being expressly prohibited.


<PAGE>

         18.  Landlord hereby reserves to itself any and all rights not 
granted to Tenant hereunder, including, but not limited to, the following 
rights which reserved to Landlord for its purposes in operating the Building:

         (a)  the exclusive right to use of the name of the Building for all 
              purposes, except that Tenant may use the name as its business 
              address and for no other purpose;

         (b)  the right to change the name or address of the Building, 
              without incurring any liability to Tenant for so doing;

         (c)  the right to install and maintain a sign or signs on the 
              exterior of the Building;

         (d)  the exclusive right to use or dispose of the use of the roof of 
              the Building;

         (e)  the right to limit the space on the directory of the Building 
              to be allotted to Tenant; and

         (f)  the right to grant anyone the right to conduct any particular 
              business or undertaking in the Building.

         19.  Tenant and its employees shall park their cars only in those 
portions of the parking area designated by Landlord.

         20.  Tenant shall not permit undue accumulations of garbage, trash, 
rubbish or any other refuse, and will keep such refuse in proper containers 
in the interior of the Tenant's Premises or other places designated by the 
Landlord.

         21.  Tenant shall not conduct or permit any bankruptcy sales, unless 
directed by order of a court of competent jurisdiction, or any fictitious 
fire or going out of business sale.

         22.  Landlord shall have the right to close and securely lock the 
Building during generally accepted holidays and during such other times as 
Landlord may, in its sole discretion, deem advisable for the security of the 
Building and its tenants. Landlord shall give Tenant twenty-four (24) hours 
notice before so closing and securely locking the Building except in an 
emergency.

         23.  Landlord reserves the right to rescind, alter, waive or add any 
rule or regulation at any time prescribed for the Building when Landlord deems 
it necessary or desirable for the reputation, safety, character, security, 
care, appearance or interests of the Building, the preservation of good order 
therein, the operation or maintenance of the Building or the equipment 
thereof, or the comfort of tenants or others in the Building. No rescission, 
alteration, waiver or addition of any rule or regulation with respect to one 
tenant shall operate as a rescission, alteration or waiver in respect of any 
other tenant.