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                                                                   Exhibit 10.19

                              OFFICE BUILDING LEASE


                                       FOR


                              QUADRAMED CORPORATION


                               RESTON EXECUTIVE II
                               Suites 500 and 600
                             Reston, Virginia 22090


                                CHARLES E. SMITH
                            REAL ESTATE SERVICES L.P.
                               2345 Crystal Drive
                                  Crystal City
                            Arlington, Virginia 22202


                            [LOGO OF SMITH COMPANY]

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                                TABLE OF CONTENTS
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                         SPECIFIC AND GENERAL PROVISIONS

                                                                            PAGE

1.  SPECIFIC PROVISIONS........................................................1

2.  RENT.......................................................................4
    2.1   Base Annual Rent.....................................................4
          (a) Payment of Base Annual Rent......................................4
          (b) Escalation of Base Annual Rent...................................4
    2.2   Additional Rent......................................................4
          (a) Real Estate Taxes................................................4
          (b) Operating Expenses...............................................5
    2.3   Additional Rent Estimates and Adjustments............................5
          (a) Initial Additional Rent Adjustments..............................5
          (b) Annual Budget....................................................5
          (c) Additional Rent Reconciliations..................................5
          (d) Verification of Additional Rent..................................6
          (e) Fiscal Year......................................................6
    2.4   Rent Adjustment Limit................................................6
    2.5   Survival of Rent Obligation..........................................6
    2.6   Pro Rata Share.......................................................6
    2.7   Prorated Rent........................................................6
    2.8   Application of Rent..................................................6
    2.9   Late Payment Fee and Interest Charge.................................6
    2.10  Other Tenant Costs and Expenses......................................6

3.  CONSTRUCTION OF PREMISES AND OCCUPANCY ....................................6
    3.1   Tenant Plans, Construction and Rent Liability........................6
          (a) Preparation of Tenant Plans......................................6
          (b) Extension of Construction Timetable..............................7
    3.2   Possession...........................................................7
    3.3   Permits..............................................................7
    3.4   Demised Premises.....................................................7

4.  SUBLETTING AND ASSIGNMENT..................................................7
    4.1   Consent..............................................................7
    4.2   Recapture of Premises................................................8
    4.3   Subletting...........................................................8
    4.4   Tenant Liability.....................................................8
    4.5   Reasonable Standards of Consent......................................8
    4.6   Other Transfers........:.............................................8
    4.7   Rights on Default....................................................8

5.  SERVICES AND UTILITIES.....................................................9
    5.1   Building Standard Services and Utilities.............................9
    5.2   Overtime Services....................................................9
    5.3   Excessive Usage......................................................9
          (a) Equipment Restrictions...........................................9
          (b) Excess Electrical Usage..........................................9
          (c) Additional Utility Costs.........................................9
    5.4   Excessive Heat Generation............................................9
    5.5   Building Security...................................................10
    5.6   Roof and Auxiliary Spaces...........................................10
    5.7   Trash Removal.......................................................10

6.  USE AND UPKEEP OF PREMISES................................................10
    6.1   Use.................................................................10
    6.2   Illegal and Prohibited Uses.........................................10
    6.3   Insurance Rating....................................................10
    6.4   Alterations.........................................................10
          (a) Approval Required...............................................10
          (b) Alteration Requirements.........................................11
          (c) Removal of Leasehold Improvements and Tenant's Property.........11
          (d) Compliance with Laws............................................11
    6.5   Maintenance by Landlord.............................................12
          (a) Landlord Repairs and Maintenance................................12
          (b) Use of Demised Premises by Landlord.............................12
    6.6   Signs and Publications..............................................12
    6.7   Excessive Floor Load................................................12
    6.8   Moving and Deliveries...............................................12
          (a) Prohibitions/Notices............................................12
          (b) Coordination with Landlord......................................12
          (c) Moving Damages..................................................12

                                       (i)

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                                TABLE OF CONTENTS
                                   (continued)

    6.9   Rules and Regulations...............................................13
    6.10  Tenant Maintenance and Condition of Demised Premises Upon
          Surrender...........................................................13
    6.11  Tenant Property and Leasehold Improvements..........................13
    6.12  Landlord's Right to Perform Tenant's Duties.........................13
    6.13  Medical Waste.......................................................13

7.  ACCESS....................................................................13
    7.1   Landlord's Access...................................................13
    7.2   Restricted Access...................................................13
    7.3   Tenant's Access.....................................................13

8.  LIABILITY.................................................................14
    8.1   Tenant's Property...................................................14
    8.2   Criminal Acts of Third Parties......................................14
    8.3   Public Liability....................................................14
    8.4   Construction on Contiguous Property.................................14
    8.5   Tenant Insurance....................................................14
          (a) Liability Insurance.............................................14
          (b) Fire and Casualty Insurance.....................................14
          (c) Increases in Coverage...........................................14
          (d) Policy Requirements.............................................14
          (e) No Limitation of Liability......................................14
          (f) Waiver of Subrogation...........................................15
          (g) Business Interruption...........................................15
    8.6   Incident Reports....................................................15
    8.7   Landlord's Insurance................................................15

9.  DAMAGE....................................................................15
    9.1   Damages Caused by Tenant............................................15
    9.2   Fire or Casualty Damage.............................................15
    9.3   Untenantability.....................................................15
          (a) Restoration Requirements........................................15
          (b) Casualty Near Expiration of Lease Term..........................16

10. CONDEMNATION..............................................................16
    10.1  Landlord's Right to Award...........................................16
    10.2  Tenant's Right to File Claim........................................16

11. BANKRUPTCY................................................................16
    11.1  Events of Bankruptcy................................................16
    11.2  Landlord's Remedies.................................................17
          (a) Termination of Lease............................................17
          (b) Suit for Possession.............................................17
          (c) Non-Exclusive Remedies..........................................17
          (d) Assumption or Assignment by Trustee.............................17
          (e) Adequate Assurance of Future Performance........................17
          (f) Failure to Provide Adequate Assurance...........................17
    11.3  Guarantors..........................................................17
    11.4  Damages.............................................................17

12. DEFAULTS AND REMEDIES.....................................................17
    12.1  Default.............................................................18
    12.2  Remedies............................................................17
    12.3  Landlord's Right to Relet...........................................18
    12.4  Recovery of Damages.................................................18
          (a) Quantification of Damages.......................................18
          (b) Non-Exclusive Rights............................................19
    12.5  Waiver..............................................................19
    12.6  Intentionally Deleted...............................................19
          (a) Repudiation Prior to Commencement Date..........................19
          (b) Repudiation of Any Obligation of Tenant During Lease Term.......19
    12.7  Tenant Abandonment of Demised Premises..............................19
          (a) Abandonment.....................................................19
          (b) Landlord Right to Enter and to Relet............................19
    12.8  Tenant's Property...................................................19
    12.9  Intentionally Deleted...............................................20
    12.10 Injunctive Relief...................................................20
    12.11 Independent Covenants...............................................20

                                      (ii)

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                                TABLE OF CONTENTS
                                   (continued)

    12.12 Waiver of Redemption................................................20
    12.13 Attorneys'Fees......................................................20

13. SUBORDINATION.............................................................20
    13.1  Subordination.......................................................20
    13.2  Estoppel Certificates...............................................20
    13.3  Attornment..........................................................21
    13.4  Mortgagee Rjghts....................................................21
          (a) Mortgagee Requirements..........................................21
          (b) Notices to Mortgagee............................................21

14. TENANT'S HOLDOVER.........................................................21
    14.1  With Landlord Consent...............................................21
    14.2  Without Landlord Consent............................................21

15. SECURITY DEPOSIT..........................................................22

16. QUIET ENJOYMENT...........................................................22

17. SUCCESSORS................................................................22

18. WAIVER OF JURY TRIAL AND STATUTE OF LIMITATIONS...........................22

19. LIMITATION OF LANDLORD'S LIABILITY; NOTICE................................22
    19.1  Intentionally Deleted...............................................22
    19.2  Individual Liability................................................22
    19.3  Notice in Event of Landlord's Default...............................22

20. AUTHORITY.................................................................22

21. TENANT'S RESPONSIBILITY REGARDING HAZARDOUS SUBSTANCES....................23
    21.1  Hazardous Substances................................................23
    21.2  Tenant's Restrictions...............................................23
          (a) Violations......................................................23
          (b) Use.............................................................23
    21.3  Affirmative Obligations.............................................23
          (a) Compliance with Laws............................................23
          (b) Clean-Up Plans..................................................23
          (c) Information Requests............................................23
    21.4  Intentionally Deleted...............................................23
    21.5  Survival of Obligations.............................................23

22. INTENTIONALLY DELETED.....................................................23

23. DEFINITIONS...............................................................23
    23.1  Pronouns............................................................24
    23.2  Demised Premises....................................................24
    23.3  Lease Term..........................................................24
    23.4  Tenants Property....................................................24
    23.5  Leasehold Improvements..............................................24

24. NOTICE TO PARTIES.........................................................24
    24.1  Addresses for Notices...............................................24
    24.2  Effective Date of Notice............................................24

25. NOTICE TO MORTGAGEES.................'....................................24

26. SPECIAL PROVISIONS; EXHIBITS..............................................24
    26.1  Incorporation in Lease..............................................24
    26.2  Conflicts...........................................................24

27. CAPTIONS..................................................................24

28. ENTIRE AGREEMENT; MODIFICATION............................................24

29. GOVERNING LAW; SEVERABILITY...............................................25

30. BINDING EFFECT OF LEASE...................................................25

31. FORCE MAJEURE.............................................................25

32. RECORDATION...............................................................25

33. TIME OF ESSENCE...........................................................25

34. BROKERS AND COMMISSIONS...................................................25

35. RELATIONSHIP OF LANDLORD AND TENANT.......................................25

                                     (iii)

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     This Lease, made this 15/th/ day of June, 2001, between CESC RESTON
EXECUTIVE CENTER LLC, a Delaware limited liabilty company (hereinafter referred
to as "Landlord"), and QUADRAMED CORPORATION, a Delaware corporation
(hereinafter referred to as "Tenant").

     Landlord, for and in consideration of the covenants and agreements set
forth hereinafter, leases to Tenant, and Tenant leases from Landlord, the
premises described, for the use set forth and for the term and at the rent
reserved herein.

1.   SPECIFIC PROVISIONS

     1.1  PREMISES

          (a) Demised Premises:  Suites 500 and 600, each consisting of 19,912
                                 square feet.

          (b) Rentable Area:     Approximately 39,824 square feet (Modified
                                 Washington D.C. Association of Realtors
                                 standard floor area measure as defined in
                                 Exhibit G).

          (c) Complex:           The buildings, improvements and grounds known
                                 as Reston Executive Center, of which the
                                 Building is a part.

          (d) Building:          RESTON EXECUTIVE II

          (e) Address:           12110 Sunset Hills Road
                                 Reston, Virginia 22090

     1.2  LEASE DATES

          (a) Lease Term:        The term of this Lease ("Lease Term") shall be
                                 Ten (10) years, commencing on August 1,2001
                                 ("Commencement Date"), and expiring on July 31,
                                 2011, both dates inclusive, unless sooner
                                 terminated in accordance with the provisions of
                                 this Lease. Provided Tenant was not at fault
                                 therefor, in the event Landlord is unable to
                                 tender possession of the Demised Premises to
                                 Tenant on the Commencement Date, the aforesaid
                                 dates, and all dates hereinafter related
                                 thereto shall be postponed to the extent
                                 Landlord is delayed in tendering possession of
                                 the Demised Premises to Tenant.

          (b) Base Year:         Base Year shall be defined as the period
                                 commencing on January 1, 2001, and ending on
                                 December 31, 2001.

          (c) Fiscal Year:       Fiscal Year shall be defined as each annual
                                 period, or portion thereof, included within the
                                 Lease Term commencing on January 1 and ending
                                 on December 31.

          (d) Lease Year:        The first Lease Year shall commence on the
                                 Commencement Date and shall terminate at 11:59
                                 p.m. on the day before the first anniversary of
                                 the Commencement Date. All subsequent Lease
                                 Years shall be for twelve calendar months,
                                 except that the last Lease Year shall terminate
                                 on the date this Lease expires or is terminated
                                 in accordance with the provisions hereof.


          (e) Calendar Year:     Calendar Year (sometimes appearing as 'calendar
                                 year') shall be defined as each annual period
                                 from January 1 through the immediately
                                 following December 31.

     1.3  BASE ANNUAL RENT

          (a) Initial Base Annual Rent: One Million Four Hundred Sixty-Three
          Thousand Five Hundred Thirty-Two and 00/100 Dollars ($1,463,532.00),
          ($36.75 per square foot) payable in equal monthly installments of One
          Hundred Twenty-One Thousand Nine Hundred Sixty-One and 00/100 Dollars
          ($121,961.00), hereinafter referred to as "base monthly rent", for the
          first Lease Year.

          (b) Percentage Factor: Three Percent (3%).

                                        1

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     1.4  BASE YEAR COSTS

          Not Applicable.

     1.5  ADDITIONAL RENT

          Additional Rent shall be payable by Tenant in accordance with Section
          2, commencing on the first (l/st/) anniversary of the Commencement
          Date, consisting of each of the following:

     (a)  Increases in Real
          Estate Taxes:          Tenant's pro rata share (based on 137,780
                                 square feet of office space in the Building),
                                 equal to Twenty-Eight and Nine Hundredths
                                 Percent (28.9%), of the amount of Real Estate
                                 Taxes in excess of the Base Year Real Estate
                                 Taxes.

     (b)  Increases in Operating
          Expenses:              Tenant's pro rata share (based on 137,780
                                 square feet of office space in the Building),
                                 equal to Twenty-Eight and Nine Hundredths
                                 Percent (28.9%), of the amount of Operating
                                 Expenses in excess of the Base Year Operating
                                 Expenses.

     1.6  SECURITY DEPOSIT

          Four Hundred Forty Thousand and 00/100 Dollars ($440,000.00) in
          accordance with Section 45 hereinafter.

     1.7  STANDARD BUILDING OPERATING DAYS AND HOURS

          8:00 A.M. to 6:00 P.M. Monday - Friday
          8:00 A.M. to 1:00 P.M. Saturday

     1.8  USE OF PREMISES

          General office use in keeping with the quality and nature of this
          first class office building.

     1.9  (a)  ADDRESS FOR NOTICES TO TENANT

               Quadramed Corporation                   QuadraMed
               22 Pelican Way          with a copy to  12110 Sunset Hills Road
               San Rafael,                             Suite 600
               California 949011                       Reston, Virginia 20190
               Attn: Executive Vice                    Attn: Director, Human
                     President                               Resources

          (b)  ADDRESS FOR NOTICES TO LANDLORD

               CESC Reston Executive Center LLC
               c/o Charles E. Smith Real Estate Services L.P.
               2345 Crystal Drive
               Arlington, VA 22202

                    with a copy to:

          (c)  ADDRESS FOR PAYMENT OF RENT

               CESC Reston Executive Center LLC
               c/o Charles E. Smith Real Estate Services L.P.
               P. O. Box 642006
               Pittsburgh, PA 15264-2006

                                        2

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     1.10 SPECIAL PROVISIONS

     Accrual of Rent Obligation               Section 36
     Remodeling the Demised Premises          Section 37
     Parking                                  Section 38
     Renewal Option                           Section 39
     Fair Market Value Rent                   Section 40
     Building Directory                       Section 41
     Exterior Signage                         Section 42
     Right of First Offering                  Section 43
     Nondisturbance                           Section 44
     Letter of Credit                         Section 45
     Excess Electrical Consumption            Section 46
     Execution of Document                    Section 47

     1.11 EXHIBITS TO LEASE

          Exhibit A- Not Applicable
          Exhibit B- Not Applicable
          Exhibit C- Building Rules and Regulations
          Exhibit D- Cleaning Specifications
          Exhibit E- Not Applicable
          Exhibit F- Not Applicable
          Exhibit G- Rentable Area Definition

     IN WITNESS WHEREOF, Landlord has caused this Lease, composed of Specific
Provisions, General Provisions, Special Provisions and Exhibits, to be signed
and sealed by one or more of its Officers, General Partners, Trustees, or
Agents, and Tenant has caused this Lease, as described above, to be signed in
its corporate name by its duly authorized officer and its corporate seal to be
hereto affixed and duly attested by its Secretary.


WITNESS:                                LANDLORD:  CESC RESTON EXECUTIVE CENTER
                                                   LLC


  /s/                                   By:  /s/ Kenneth L.Mc Vearry      (SEAL)
-------------------------------------      -------------------------------
                                            Kenneth L. Mc Vearry
                                            Executive Vice President


ATTEST:                                 TENANT:   QUADRAMED CORPORATION



CORPORATE SEAL   /s/                    By  /s/ Mark N.Thomas             (SEAL)
               ----------------------      -------------------------------
                    Secretary               Name: MARK N.THOMAS
                MICHAEL H. LANZA            Title: CFO


                                        3

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                               GENERAL PROVISIONS

2.   RENT

     2.1  Base Annual Rent.

          (a) Payment of Base Annual Rent. After the Commencement Date, Tenant
shall pay the monthly installments of Base Annual Rent in advance without
deduction, demand, right of set-off or recoupment, in immediately available
funds, on the first day of each and every calendar month throughout the entire
Lease Term specified in Section 1.2(a), to Charles E. Smith Real Estate Services
L.P. ("Landlord's Agent") at the address specified in Section 1.9(c), or to such
other person or at such other place as Landlord may hereafter designate in
writing.

          (b) Escalation of Base Annual Rent. Commencing on the first
anniversary date of the Commencement Date and continuing on each subsequent
anniversary thereof, the Base Annual Rent shall be increased by the Percentage
Factor stipulated in Section 1.3(b) times the Base Annual Rent payable for the
preceding Lease Year (all of which shall be calculated without giving effect to
any waiver of rent or rent credit otherwise provided to Tenant). The escalated
Base Annual Rent so determined shall be the "Base Annual Rent" for all purposes
of this Lease, including the calculation of the increase in Base Annual Rent for
the subsequent Lease Year.

     2.2  Additional Rent. Commencing on the date set forth in Section 1.5 and
continuing throughout the Lease Term, Tenant shall pay as Additional Rent
Tenant's pro rata share of any (i) Real Estate Taxes and (ii) Operating
Expenses, in excess of the (i) Real Estate Taxes and (ii) Operating Expenses,
respectively, accruing during the Base Year. Additional Rent shall be determined
as follows:

          (a) Real Estate Taxes. Tenant shall pay Tenant's pro rata share, as
defined in Section 1.5(a), of any Real Estate Taxes accruing during each Fiscal
Year falling entirely or partly within the Lease Term, in excess of the amount
of Real Estate Taxes accruing during the Base Year.

              (i)   The term "Real Estate Taxes" shall mean (1) all taxes,
assessments (including all assessments for public improvements or benefits,
whether or not commenced or completed prior to the date hereof and whether or
not to be completed within the Lease Term), water, sewer, transportation or
other excises, levies, license fees, permit fees, impact fees, inspection fees,
and other authorization fees and other similar charges, in each case whether
general or special, levied or assessed, ordinary or extraordinary, foreseen or
unforeseen, of every character (including all interest and penalties thereon),
which at any time during or in respect of the Lease Term, may, by any
governmental or taxing authority, be assessed, levied, confirmed, or imposed on
or in respect of, or be a lien upon, the land and the building improvements of
which the Demised Premises are a part, and on any land and/or improvements now
or hereafter owned by Landlord and/or others that provide the Complex or
locality or the Demised Premises with other services, programs, amenities or
common facilities, together with (2) any other tax imposed on real estate or on
owners of real estate generally, including taxes imposed on leasehold
improvements which are assessed against the Landlord and taxes upon or with
respect to any activity conducted on the land and improvements of which the
Demised Premises are a part, upon this Lease or any rent reserved or payable
hereunder. Real Estate Taxes shall not include any income, franchise or other
taxes measured by Landlord's income. Wherever Real Estate Taxes are incurred
with respect to one or more buildings in the Complex or with respect to common
areas within the Complex, then the Landlord shall reasonably allocate those Real
Estate Taxes consistently and equally among all buildings and tenants in the
Complex.

              (ii)  If Real Estate Taxes accruing during the Base Year are
subsequently reduced by any application or proceeding brought by or on behalf of
Landlord for reduction in the amount of Real Estate Taxes payable by Landlord,
the Real Estate Taxes deemed to have accrued during the Base Year shall be
decreased and Landlord may promptly bill Tenant for the Additional Rent not
previously paid by Tenant for any Fiscal Year during the Lease Term, based upon
the reduced amount of Real Estate Taxes accruing during the Base Year.

              (iii) Grossed Up Real Estate Taxes. Notwithstanding anything in
this Lease to the contrary, Real Estate Taxes for all fiscal years shall be
"grossed-up" on the basis that the Building is Ninety-Five Percent (95%)
occupied and fully assessed.

              (iv)  In addition to the pro rata share of any increase in Real
Estate Taxes to be paid by Tenant pursuant to Sections 2.2(a)(i), (ii) and (iii)
above, Tenant shall reimburse Landlord upon demand for any and all taxes
required to be paid by Landlord upon, measured by, or reasonably attributable to
the cost or value of Tenant's Property or by the cost or value of any Leasehold
Improvements made in or to the Demised Premises by or for Tenant, regardless of
whether title to such Leasehold Improvements shall be in Tenant or Landlord, and
for all taxes required to be paid by Landlord upon, measured by, or reasonably
attributable to or with respect to the possession, leasing, operation,
management, maintenance, alteration, repair, use or occupancy by Tenant of the
Demised Premises or any portion thereof to the extent such taxes are not
included in Real Estate Taxes.

          (b) Operating Expenses. Tenant shall pay Tenant's pro rata share, as
indicated in Section 1.5(b), of any Operating Expenses accruing during each
Fiscal Year falling entirely or partly within the Lease Term, in excess of the
Operating Expenses accruing during the Base Year.

              (i)   The term "Operating Expenses" shall mean any and all
expenses of Landlord in connection with the servicing, insuring, operation,
maintenance, replacement and repair of the Building and related interior and
exterior appurtenances of which the Demised Premises are a part, or for health,
welfare or safety; expenses, if any, of Landlord either alone or in conjunction
with others to maintain common facilities, amenities, programs and services
required or approved by jurisdictional authorities for the Building, the
building site, the Complex or the locality in which the Complex is situated; the
cost of any services to achieve a reduction of, or to minimize the increase in,
Operating Expenses or Real Estate Taxes; management fees (not to exceed five
percent [5%] of the gross rental income of the Building); vault rentals;
business license, personal property and other taxes; capital expenditures and
other costs of Landlord for equipment or systems installed to reduce or minimize
increases in Operating Expenses or to comply with any governmental or
quasi-governmental ordinance changed, enacted or newly interpreted, after the
Commencement Date (at the option of Landlord, such costs, with interest at
twelve percent (12%) annually, may be recovered from Tenant in installments
simultaneous with the payment of monthly installments of Base Annual Rent in
accordance with a cost repayment schedule based on the useful life of such
equipment or systems). At the reasonable discretion of Landlord, certain of
these expenses may be equitably apportioned among two or more buildings in the
Complex.

                                        4

<PAGE>

              (ii)  The term "Operating Expenses" shall not include any of the
following, except to the extent that such costs and expenses are specifically
included in Operating Expenses as described in Section 2.2(b)(i)above: capital
expenditures and depreciation of the Building; painting and decorating of tenant
space; interest and amortization of mortgages; ground rent; compensation paid to
officers or executives of Landlord; taxes as measured by the net income of
Landlord from the operation of the Building; insurance reimbursements of
Operating Expenses to Landlord; Real Estate Taxes; brokerage commissions; costs
of repairs, restoration, replacements or other work occasioned by fire,
windstorm or other insured casualty (whether such destruction be total or
partial) to the extent of insurance proceeds therefor; the cost of repairs,
etc., occasioned by the exercise by governmental authorities of the right of
eminent domain, whether such taking be total or partial, to the extent of any
condemnation awards; costs occasioned by intentional tort of Landlord, or any
subsidiary or affiliate of Landlord, or any employee or agent of same or the act
of any other tenant in the Building, or any other tenant's agents, employees,
licensees or invitees, to the extent Landlord recovers the applicable cost from
such person; leasing commissions, attorneys' fees (except for those reasonable
attorneys'fees directly related to Operating Expenses or Real Estate Taxes);
expenses incurred in connection with negotiations for leases with tenants, other
occupants, or prospective tenants or other occupants of the Building, or similar
costs incurred in connection with disputes with tenants, other occupants, or
prospective tenants, or similar costs and expenses incurred in connection with
negotiations or disputes with management agents, purchasers or mortgagees of the
Building; allowances, concessions and other costs and expenses incurred in
completing, fixturing, furnishing, renovating or otherwise improving, decorating
or redecorating space for tenants (including Tenant), prospective tenants or
other occupants and prospective occupants of the Building, or vacant, leasable
space in the Building; costs or expenses relating to another tenant's or
occupant's space which were incurred in rendering any service or benefit to
such tenant that was not available to Tenant; payments of principal and interest
or other finance charges made on any debt and rental payments made under any
ground or underlying lease or leases; costs incurred in connection with the
sale, financing, refinancing, mortgaging, selling or change of ownership of the
Building, including attorneys' and accountants' fees, closing costs, title
insurance premiums, transfer taxes and interest charges; costs, fines, interest,
penalties, legal fees or costs of litigation incurred due to the late payments
of taxes, utility bills and other costs incurred by Landlord's failure to make
such payments when due; costs incurred by Landlord for trustees fees,
partnership organizational expenses and accounting fees (except accounting fees
relating solely to the ownership and operation of the Building); Landlord's
general corporate overhead and general and administrative expenses; any
compensation paid to clerks, attendants or other persons in commercial
concessions operated by Landlord or in the parking garage of the Building;
rentals and other related expenses incurred in leasing air conditioning systems,
elevators or other equipment ordinarily considered to be of a capital nature
(except for equipment not affixed to the Building which is used in providing
janitorial or similar services); the rent for Landlord's on-site management or
leasing office, or any other offices or spaces of Landlord or any related
entity; Landlord's income and franchise taxes; special assessments and other
business taxes except those business taxes which relate solely to the operation
of the Building; all amounts which would otherwise be included in Operating
Expenses which are paid to any affiliate or subsidiaries of Landlord, or any
representative, employee or agent of same, to the extent the costs of such
services exceed fair market value; except the management fee paid to Landlord's
Agent, all other fees for management of the Building; costs or expenses of
utilities directly metered to tenants of the Building and payable separately by
such tenants; costs incurred (less costs of recovery) for any items to the
extent covered by a manufacturer's materialman's, vendor's or contractor's
warranty (a 'Warranty') which are paid by such manufacturer, materialman, vendor
or contractor; electric power costs for which any tenant directly contracts with
the local public service company; services provided and costs incurred in
connection with the operation of the parking garage or retail or the ancillary
operations owned, operated or subsidized by Landlord; rental for any space in
the Building set aside for conference facilities, storage facilities or exercise
facilities; hazardous material remediation costs exceeding $10,000 annually;
wages and salaries for off-site employees and employees at the Building above
the level of building manager; reserves for repairs, maintenance or
replacements; and marketing expenses.

          Grossed Up Real Estate Taxes and Operating Expenses
          ---------------------------------------------------

          Notwithstanding anything in this Lease to the contrary, Operating
Expenses for all fiscal years shall be "grossed-up" on the basis that the
Building is Ninety-Five Percent (95%) occupied and fully assessed.

     2.3  Additional Rent Estimates and Adjustments.

          (a) Initial Additional Rent Adjustments. Landlord shall submit to
Tenant prior to the date set forth in Section 1.5 a statement of Landlord's
reasonable estimate of the increases described in Sections 2.2(a) and (b) above,
together with the amount of Tenant's Additional Rent which is estimated to
result from such increases, in which event Tenant shall pay such estimated
Additional Rent to Landlord in equal monthly installments beginning on the date
set forth in Section 1.5, on the dates and in the manner required for the
payment of Tenant's monthly installments of Base Annual Rent.

          (b) Annual Budget. Subsequent to the Calendar Year in which Tenant's
obligation to pay each component of Additional Rent pursuant to Section 2.2
commences, Tenant shall thereafter pay each such component of Additional Rent in
twelve equal monthly installments based upon Landlord's estimates. In order to
provide for the current monthly payment of each component of Additional Rent
described herein, Landlord shall submit to Tenant, prior to January 1 of the
calendar year for which the estimate is being prepared, a statement of
Landlord's reasonable estimate of the increases described in Section 2.2 above,
together with the amount of Tenant's Additional Rent which is estimated to
result from such increases. Tenant agrees to pay each such estimated component
of Additional Rent to Landlord in twelve equal installments beginning on January
1, on the dates and in the manner required for the payment of Tenant's monthly
installments of Base Annual Rent.

          (c) Additional Rent Reconciliations. After the end of each Calendar
Year, and within one hundred eighty (180) days thereof, but without forfeiture
or waiver of Landlord's rights to Additional Rent if such deadline is not met,;
Landlord will submit to Tenant an audited financial statement of the actual
increases in Real Estate Taxes and Operating Expenses accruing during the Fiscal
Year which ended during such Calendar Year over the Real Estate Taxes and
Operating Expenses which accrued during the Base Year, respectively. Such
statement shall also indicate the amount of Tenant's excess payment or
underpayment of Additional Rent based on Landlord's estimate described in
Sections 2.3(a) and 2.3(b). If Additional Rent paid by Tenant during the
preceding Calendar Year shall be in excess of, or less than, the aggregate of
its share of the actual increase in Real Estate Taxes and Operating Expenses,
Landlord and Tenant agree to make the appropriate adjustment following the
submission of Landlord's statement. Tenant shall either pay any Additional Rent
due with the installment of Base Annual Rent due for the month following
submission of Landlord's statement, or pay any Additional Rent due within thirty
(30) days if the Lease Term has expired or has otherwise been terminated. Tenant
shall deduct its excess payment, if any, from the installment of Base Annual
Rent due for the month following submission of Landlord's statement, or
following the expiration or earlier termination of the Lease Term, Tenant shall
be reimbursed by Landlord without the need for notice or request for any excess
payments made, less any amounts then due Landlord under this Lease.

                                        5

<PAGE>

          (d) Verification of Additional Rent. Unless Tenant asserts errors
within one hundred eighty (180) days after Landlord has submitted the audited
financial statement for a Fiscal Year to Tenant, Tenant shall have no right to
contest the amount of Tenant's pro rata share of Real Estate Taxes and/or
Operating Expenses or the statement submitted by Landlord. No such assertion of
error by Tenant shall extend the time for payments as set forth in Sections 2.2
and 2.3 above. If Tenant has given a timely assertion of error and if it shall
be determined that there is an error in Landlord's statement, Tenant shall be
entitled to a credit for any overpayment, which shall be applied to any sums
then due Landlord under this Lease and then to the next installment(s) of
Additional Rent until fully credited for the overpayment, or refunded if Tenant
has vacated the Demised Premises, or Tenant shall be billed for any underpayment
and shall remit any amount owing to Landlord within thirty (30) days of Tenant's
receipt of such statement. In the event Tenant asserts in a timely fashion an
error in the statement of Operating Expenses submitted by Landlord, Tenant shall
have the right to examine, or have its accountant examine, at the office of
Landlord's accountant in the Washington metro area, the books and records
relating to the error asserted from which such statement has been prepared. No
such examination shall extend the time for payments due in accordance with this
Section 2.3, however. Tenant shall pay upon demand a reasonable sum to reimburse
Landlord for the costs of services of Landlord's accountant in cooperating and
assisting in the examination. If the error asserted amounts to more than five
percent (5%) in the Operating Expenses statement and Tenant is found to have
been correct, Landlord shall bear its and Tenant's reasonable accountants'
costs. Notwithstanding the foregoing, if another tenant finds a mistake in
Landlord's records, or if Landlord otherwise learns of a mistake therein, Tenant
shall be credited to the same extent that Landlord credits such tenant.

          (e) Fiscal Year. Landlord shall have the right to change its Fiscal
Year from time to time. If Landlord changes its Fiscal Year during the Lease
Term, thereby creating a Fiscal Year with fewer than twelve (12) months
(hereinafter "short year"), the Real Estate Taxes and Operating Expenses for the
short year shall be determined on an annualized basis by taking the monthly
average of the actual Real Estate Taxes and Operating Expenses, respectively,
and multiplying each by twelve. The amounts determined by this method shall be
used in determining the increases described in Sections 2.2(a) and 2.2(b) for
the short year.

     2.4  Rent Adjustment Limit. Notwithstanding any deductions from or
adjustments to Base Annual Rent and Additional Rent as provided for above, in no
event shall the total monthly installment of Base Annual Rent and Additional
Rent to be paid by Tenant in any month during the Lease Term or any extension
thereof be less than the monthly installment of Base Annual Rent stipulated in
Section 1.3, except as required as the result of the Landlord's application of a
credit due to Tenant pursuant to Section 2.3(c).

     2.5  Survival of Rent Obligation. The obligation of Tenant with respect to
payment of Base Annual Rent, as defined in Section 2.1, and Additional Rent as
defined in Sections 2.2 and 2.10, together with all other sums due hereunder,
accrued and unpaid during the Lease Term, shall survive the expiration or
earlier termination of this Lease.

     2.6  Pro Rata Share. Tenant's "pro rata share" stipulated in Sections
1.5(a) and 1.5(b) represent the ratio that the total rentable area of the
Demised Premises bears to the total rentable area of the Building. In the event
of any dispute as to the Tenant's "pro rata share", certification of the "pro
rata share" by Landlord's architect shall be binding on both Landlord and
Tenant. The total of pro rata shares of all tenants of the Building shall not
exceed 100%.

     2.7  Prorated Rent. Any Base Annual Rent or Additional Rent payable
pursuant to Sections 2.1 and 2.2 for one or more full calendar months in a
partial Fiscal Year at the beginning or end of the Lease Term shall be prorated
based upon the number of months in the Fiscal Year. Any Base Annual Rent or
Additional Rent payable pursuant to Sections 2.1 and 2.2 for a portion of a
calendar month shall be prorated based upon the number of days in the applicable
calendar month.

     2.8  Application of Rent. No payment by Tenant or receipt by Landlord of
lesser amounts of Base Annual Rent or Additional Rent than those required by
this Lease shall be deemed to be other than on account of the earliest unpaid
stipulated Base Annual Rent or Additional Rent. No endorsement or statement on
any check or any letter accompanying any check or payment as Base Annual Rent or
Additional Rent shall be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the balance of such Base Annual Rent and Additional Rent or pursue any other
remedy provided in this Lease. Any credit due to Tenant hereunder by reason of
overpayment of Base Annual Rent or Additional Rent shall first be applied to any
Base Annual Rent, Additional Rent or other sums owed to Landlord by Tenant as
set forth elsewhere in this Lease, if Tenant shall be in default, beyond the
applicable notice and cure periods, when said credit shall be owed.

     2.9  Late Payment Fee and Interest Charge. In the event any installment of
Base Annual Rent or Additional Rent due hereunder is not paid within ten (10)
calendar days after written notice from Landlord that it is due, then Tenant
shall also pay to Landlord as Additional Rent (a) a late payment fee equal to
five percent (5%) of the payment as liquidated damages for the additional
administrative costs incurred by Landlord as a result of such late payments,
plus (b) an interest charge calculated at the rate of twelve percent (12%) per
annum on the delinquent payment from the date due until paid.

     2.10 Other Tenant Costs and Expenses. All costs and expenses which Tenant
assumes or agrees to pay to Landlord pursuant to this Lease, including without
limitation costs of construction and alterations, shall be deemed Additional
Rent, whether or not the same is specifically designated herein as Additional
Rent, and, in the event of nonpayment thereof, Landlord shall have all the
rights and remedies herein provided for the nonpayment of Base Annual Rent and
Additional Rent payable pursuant to Sections 2.1 and 2.2, including assessment
of late payment fees and interest charges.

3.   CONSTRUCTION OF PREMISES AND OCCUPANCY

     3.1  Tenant Plans, Construction and Rent Liability. The improvements to be
constructed by Landlord in the Demised Premises are hereinafter referred to as
the "Construction Improvements".

              (ii)  Landlord shall have the right to approve any architect
and/or engineer selected by Tenant, which approval shall not be unreasonably
withheld, and each of Tenant's architects and engineers shall be licensed in the
jurisdiction in which the Demised Premises are located and shall maintain (and
provide Landlord with evidence of the existence of) professional liability
insurance adequate in Landlord's reasonable judgment.

                                        6

<PAGE>

              (iii) Tenant's preliminary plan shall be certified by the
architect or engineer preparing same to be in compliance with applicable
building and fire codes, and with The Americans with Disabilities Act and all
amendments, modifications, extensions, replacements, regulations, orders and
directives in connection therewith (the "ADA"). If the Demised Premises as
reflected on Tenant's plans are not in compliance with applicable building and
fire codes, or do not comply with all requirements of the ADA, then Tenant's
plans shall not be, nor shall they be deemed to be, acceptable to Landlord.
Landlord's approval of Tenant's plans or work does not constitute certification
by Landlord that said plans or work meet the applicable requirements of any
building or fire codes, laws or regulations, or the ADA, nor shall it impose any
liability whatsoever upon Landlord.

          (b) Extension of Construction Timetable. Nothing contained in this
Section 3.1, nor any delay in completing the Demised Premises, shall in any
manner affect the Commencement Date set forth in Section 1.2 or Tenant's
liability for payment of Base Annual Rent and Additional Rent from such
Commencement Date.

     3.2  Possession. If Landlord shall be unable to tender possession of the
Demised Premises on the Commencement Date set forth in Section 1.2 by reason of:
(a) the fact that the Demised Premises are located in a building being
constructed and which has not been sufficiently completed to make the Demised
Premises ready for occupancy; (b) the holding over or retention of possession of
any tenant or occupant; (c) the Construction Improvements have not been
substantially completed due to delays by Landlord; or (d) for any other reason
beyond the control of Landlord, Landlord shall not be subject to any liability
for the failure to tender possession on said date. Under such circumstances the
Base Annual Rent and Additional Rent reserved and covenanted to be paid herein
shall not commence until possession of the Demised Premises is tendered to
Tenant. No such failure to tender possession on the Commencement Date set forth
in Section 1.2 shall in any other respect affect the validity of this Lease or
the obligations of Tenant hereunder, nor shall same be construed to extend the
termination date of this Lease set forth in Section 1.2. In the event the actual
Commencement Date does not occur within one (1) year of the date this Lease is
fully executed and delivered by Landlord and Tenant, then Landlord, without
further liability to Tenant, shall have the right to terminate this Lease upon
thirty (30) days prior written notice to Tenant.

     3.3  Permits. Tenant shall be responsible for obtaining at its sole cost
and expense any construction and occupancy permits for the Demised Premises.
Tenant shall be responsible for obtaining any other permits or licenses
necessary for its lawful occupancy of the Demised Premises. Tenant shall provide
Landlord with a copy of all such permits and licenses.

4.   SUBLETTING AND ASSIGNMENT

     4.1  Consent. Without the prior written consent of Landlord, not to be
unreasonably withheld or delayed in accordance with Section 4.5, Tenant will not
sublet the Demised Premises or any part thereof or transfer possession or
occupancy thereof to any person, firm or entity, or transfer or assign this
Lease, and no subletting or assignment hereof shall be effected by operation of
law or in any other manner, such as the transfer of all or substantially all of
Tenant's assets or voting control of Tenant's stock, partnership interest or
other equity, without such prior written consent of Landlord. If Tenant is a
partnership, then any sale, conveyance, or other transfer of in, any partnership
interest, or any dissolution of Tenant, or any act which will result in a future
change in control, or a withdrawal or change, whether voluntary, involuntary or
by operation of law, of a partner or partners owning a controlling interest in
Tenant, shall be deemed a voluntary assignment of this Lease. All permitted
sublettings and assignments of the Demised Premises and this Lease shall be
subject to the provisions of this Lease, including but not limited to Section
4.3. No assignment shall be made except for the entire Demised Premises. Any
subletting or assignment consented to by Landlord, to be effective, shall be
evidenced in writing in a form acceptable to Landlord. Consent by Landlord to
any assignment or subletting by Tenant shall not operate as a waiver of the
necessity for obtaining Landlord's consent in writing to any subsequent
assignment or subletting. The collection or acceptance of rent from any such
assignee, subtenant or other occupant shall not constitute a waiver of or
release of Tenant from any covenant or obligation contained in this Lease, nor
shall such acceptance of rent be deemed to create any right to the Demised
Premises in such assignee, subtenant or other occupant, nor any legal or other
relationship between the Landlord and any such assignee, subtenant or other
occupant. Landlord's acceptance of any name for listing on the Building
directory shall not be deemed, nor will it substitute for, Landlord's consent as
required by this Lease, to each sublease, assignment and any other occupancy of
the Demised Premises. In the event that Tenant defaults, beyond the applicable
notice and cure periods, under this Lease in the payment of Base Annual Rent or
Additional Rent, Tenant hereby assigns to Landlord the rent and other sums due
from any subtenant, assignee or other occupant and hereby authorizes each such
subtenant, assignee and other occupant to pay said rent and other sums directly
to Landlord upon demand. Any transfer of this Lease or the Demised Premises, or
any transfer of any interest in Tenant restricted pursuant to this Section 4.1,
without the prior written consent of Landlord pursuant to this Section 4.1 shall
be void. By taking a transfer of this Lease by assignment, transfer of interest
in Tenant, or by any other manner described in this Section 4.1, or otherwise
with Landlord's consent to the transfer, the transferee shall be bound by all
provisions of this Lease, which shall be binding upon the transferee as if the
transferee had signed this Lease in lieu of the original Tenant named herein.
Provided Tenant is not then in default, beyond the applicable notice and cure
period, of any of the terms or conditions of this Lease, then notwithstanding
anything to the contrary in the first sentence of Section 4.1. Tenant shall not
be required to obtain Landlord's consent to assign this Lease or sublet all or
any part of the Demised Premises to any parent, successor or acquiring entity,
subsidiary or affiliated company, Tenant's customers, subcontractors or partners
but Tenant immediately shall furnish Landlord with written notice and a
fully-executed copy of any such sublease agreement, together with a floor plan
of the sublet area. Any such subletting or assignment shall be subject to the
remaining provisions of Sections 4.1, 4.4, 4.6 and 4.7.

                                        7

<PAGE>

     4.2  Recapture of Premises. In the event Tenant desires to sublet the
Demised Premises or assign this Lease or effect the transfer of any interest in
this Lease or in Tenant restricted pursuant to Section 4.1, Tenant shall give to
Landlord written notice of Tenant's intended subtenant, assignee or transferee
in order to secure Landlord's written consent in accordance with Section 4.1.
Within thirty (30) days of receipt of said notice, Landlord shall have the
right, at its option: (i) to terminate this Lease as of the proposed
Commencement Date of the sublease or assignment by giving Tenant not less than
sixty (60) days notice if Tenant's notice states the Tenant's desire to sublet
more than eighty percent (80%) of the Demised Premises; or (ii) if Tenant's
notice states the Tenant's desire to sublet less than eighty percent (80%) of
the Demised Premises, to terminate this Lease and simultaneously to enter into a
new lease with Tenant for that portion of the Demised Premises Tenant may desire
to retain upon the same terms, covenants and conditions as then set forth in
this Lease, prorated based upon the space retained by Tenant. Tenant shall
promptly execute such lease amendments and other documents as Landlord may
require to effectuate the terms and intent of this Section 4.2.

     4.3  Subletting. Provided Tenant first obtains the written consent of the
Landlord to such sublease or assignment as required by Section 4 and further
provided that Tenant is not in default, beyond the applicable notice and cure
periods, of any of the terms or conditions of this Lease on the date each rent
payment is due pursuant to such sublease or assignment, then only Fifty Percent
(50%) of any rent and other consideration accruing to Tenant as a result of each
such sublease or assignment which is in excess of the pro rated portion of Base
Annual Rent and Additional Rent then being paid by Tenant for the Demised
Premises or portion thereof being sublet pursuant to said sublease or assignment
shall be paid by Tenant to Landlord monthly as Additional Rent; otherwise 100%
thereof shall be due Landlord. Tenant shall be permitted to first deduct the
reasonable advertising costs, reasonable legal fees, reasonable brokerage
commissions and reasonable remodeling costs in calculating Landlord's share of
the net excess rent and other consideration to be paid to Landlord pursuant to
this Section. Tenant shall provide documentation of such expenses to Landlord at
the time Tenant requests Landlord's giving consent to the subletting or
assignment.

     4.4  Tenant Liability. In the event of any subletting of the Demised
Premises or assignment of this Lease by Tenant or transfer of an interest in
this Lease or in Tenant, Tenant shall remain liable to Landlord for payment of
the Base Annual Rent and Additional Rent stipulated herein and all other
covenants and conditions contained herein. No subletting of the Demised Premises
or assignment of this Lease or transfer of an interest in this Lease or in
Tenant shall operate to release, discharge or otherwise affect the liability of
any guarantors, co-signers or other parties liable to Landlord pursuant to the
terms of any guaranty or otherwise for the obligations of Tenant under this
Lease.

     4.5  Reasonable Standards of Consent. Tenant acknowledges that Landlord, in
considering whether to grant or withhold consent required of Landlord pursuant
to this Section 4, shall be entitled to apply any or all of the following
criteria:

          (a) The financial strength of proposed subtenant/assignee/ transferee
must be acceptable to Landlord in Landlord's reasonable discretion based on
adequate current and historical financial information given by Tenant Failure to
provide such financial information, shall be grounds for Landlord to withhold or
deny consent;

          (b) The proposed subtenant/assignee/transferee must have a good
reputation in the business community and must be credit-worthy;

          (c) Use of the Demised Premises by the proposed subtenant/assignee/
transferee must be permitted by this Lease;

          (d) Use of the Demised Premises by the proposed subtenant/assignee/
transferee shall not violate or create any potential violation of any laws and
must be in keeping with the character of the Building and the Complex;

          (e) Use of the Demised Premises by the proposed subtenant/assignee/
transferee shall not violate, or cause Landlord to violate, any other leases,
agreements or mortgages affecting (i) the Demised Premises, the Building, the
Complex or the land related to such improvements, or (ii) the Landlord,
Landlord's Agent or other tenants, whether such leases, agreements or mortgages
were entered into prior or subsequent to this Lease;

          (f) The proposed use shall be compatible with all other uses within
the Building or Complex and the proposed use or user shall not cause a
diminution in the reputation of the Building, the Complex, Landlord, Landlord's
Agent or other tenants;

          (g) The proposed subtenant/assignee/transferee shall have no right to
further sublet the subleased premises, nor to further assign this Lease, nor to
further transfer any interest in such proposed subtenant/assignee/transferee;
except as provided herein.

          (h) In the event Tenant is in default, beyond any applicable cure
period consent may be withheld irrespective of whether these other criteria are
met by the proposed subtenant/assignee/transferee.

     4.6  Other Transfers. Notwithstanding anything herein to the contrary,
Tenant shall not pledge, assign, transfer, encumber or otherwise convey its
interest in the Demised Premises (excluding Tenant's personal property)
conditionally or as security for any obligations of Tenant to any third party,
or otherwise. Any such transfer in violation of this provision shall be void.

     4.7  Rights on Default. In the event Tenant defaults under this Lease
beyond any applicable cure period, in addition to the rights and remedies of
Landlord outlined in Section 12, Landlord, at its option, may elect to recognize
any sublease between Tenant and any subtenant, or any agreement by which Tenant
has granted any leasehold estate or interest in the Demised Premises, as a
direct lease or agreement between Landlord and such subtenant or other grantee,
upon written notice to Tenant and such subtenant or other grantee, without
releasing or affecting the liability of Tenant to Landlord under this Lease, and
Tenant shall be deemed to have assigned its interest in such sublease or other
agreement to Landlord (without the need for executing any further documentation
evidencing same) and such subtenant or other grantee shall attorn to and
recognize the rights of Landlord under such sublease or other agreement, as the
case may be. Notwithstanding Tenant's consent or acquiescence in the termination
of this Lease and/or Tenant's voluntary surrender of the Demised Premises (or
any portion thereof), Landlord may consider any sublease or other agreement
transferring a leasehold estate or interest in the Demised Premises, and/or any
right to use or possess the Demised Premises (or any portion thereof) by any
subtenant or other grantee, terminated as of the date Landlord terminates this
Lease and/or Tenant's right to possession of the Demised Premises, it being the
intention of the parties that any leasehold estate or other interest in the
Demised Premises shall be subject to the terms and conditions of this Lease,
including all rights and remedies of Landlord outlined herein, notwithstanding
anything to the contrary contained in such sublease or other agreement.

                                        8

<PAGE>

5.   SERVICES AND UTILITIES

     5.1  Building Standard Services and Utilities. Subject to the limitations
set forth in Section 5.3 below, Landlord shall furnish sufficient electric
current for lighting and office equipment such as typewriters, calculators,
small copiers, desktop personal computers and word processors and similar items.
Landlord shall also furnish water for lavatory and drinking purposes, lavatory
supplies, fluorescent tube replacements, automatically operated elevator service
and nightly cleaning service in accordance with prevailing practices of
first-class office buildings in the Washington, D.C. area (as set forth in
Exhibit D attached hereto), as they may be modified from time to time, except
that Landlord shall not be responsible for cleaning Tenant's kitchens (except
for routine mopping and dusting), private bathrooms, rugs, carpeting (except
vacuuming) and drapes. Landlord shall have no liability for and expressly
disclaims any responsibility for the engineering, design, installation,
provision of or maintenance of Tenant's telecommunications and data transmission
systems and the inside wire associated therewith. Landlord further agrees to
furnish heating and cooling during the appropriate seasons of the year, between
the hours and on the days set forth in Section 1.7 (exclusive of legal public
holidays as defined in section 6103(a) and (c) of Title 5 of the United States
Code, as it may hereafter be amended; for purposes hereof, the following are the
legal public holidays for the Building: New Year's Day, Martin Luther King, Jr.,
Day, Inauguration Day, Presidents' Day, Memorial Day, Independence Day, Labor
Day, Columbus Day, Veterans' Day, Thanksgiving Day and Christmas Day). All of
the aforesaid services shall be provided without cost to Tenant except as such
expenses may be included in calculating Additional Rent pursuant to the
provisions of Sections 2.2 and 2.3. Landlord shall not be liable for failure to
furnish, or for suspension or delay in furnishing, any of such services if such
failure, suspension or delay is caused by breakdown, maintenance or repair work,
strike, riot, civil commotion, governmental regulations, emergency periods due
to weather or any other cause or reason whatever beyond the reasonable control
of Landlord. Failure, suspension, delay or interruption of services shall not
result in any abatement of Base Annual Rent or Additional Rent, be deemed an
eviction or breach of this Lease (including any express or implied covenant of
quiet enjoyment), or relieve Tenant of performance of Tenant's obligations under
this Lease unless the Demised Premises are rendered untenantable by such
failure, suspension, delay or interruption of services for five (5) consecutive
business days due to Landlord's negligence or willful misconduct, in which
event Tenant may abate paying Base Annual Rent from said fifth (5th) day until
such service is restored.

     5.2  Overtime Services. Should Tenant require heating and cooling services
beyond the hours and/or days stipulated in Section 1.7, upon receipt of at least
24 hours prior written notice from Tenant, Landlord will furnish such additional
service at the then-prevailing hourly rates for both utility services and
personnel as established by Landlord from time to time; provided, further, that
there will be a minimum charge of four (4) hours each time overtime services are
required.

          For purposes of Section 5.2. the prevailing hourly cost of overtime
heating and cooling services as of the date of execution of this Lease is as
follows:

          $79.60 per hour for one (1) floor/Monday - Saturday
          $96.19 per hour for one (1) floor/Sundays & holidays

     5.3  Excessive Usage.

          (a) Equipment Restrictions. Tenant will not install or operate in the
Demised Premises any heavy duty electrical equipment or machinery or any other
equipment which consumes excess gas (where applicable), excess water, excess
sewer services or excess electricity as defined in Section 5.3(b) below, without
first obtaining prior written consent of Landlord. Landlord may, among other
things, require as a condition to its consent for the installation of such
equipment or machinery that Tenant pay as Additional Rent the costs for excess
consumption of such utilities that may be occasioned by the operation of said
equipment or machinery. Landlord may make periodic inspections of the Demised
Premises at reasonable times to determine that Tenant's equipment and machinery
comply with the provisions of this Section and Section 5.4.

          (b) Excess Electrical Usage. The consumption of electricity,
including lighting, in excess of five (5) watts per square foot for the entire
Demised Premises shall be deemed excessive. Additionally, any individual piece
of electrically operated machinery or equipment having a name plate rating in
excess of two (2) kilowatts shall also be deemed as requiring excess electric
current.

          (c) Additional Utility Costs. Landlord shall have the right to either
require that one or more separate meters be installed to record the consumption
or use of electricity or other utilities, or cause a reputable independent
engineer to survey and determine the quantity of such utilities consumed by such
excessive use. The cost of any such survey and meters and of installation,
maintenance and repair thereof shall be paid for by Tenant. Tenant agrees to pay
Landlord (or the utility company, if direct service is provided by the utility
company), promptly upon demand therefor, for all such consumption and demand as
shown by said meters, or a flat monthly charge determined by the survey, as
applicable, at the rates charged for such service by the local public utility
company. If Tenant's cost of such utilities based on meter readings is to be
paid to Landlord, Tenant shall pay a service charge related thereto in an amount
Landlord shall reasonably determine.

     5.4  Excessive Heat Generation. Landlord shall not be liable for its
failure to maintain comfortable atmospheric conditions in all or any portion of
the Demised Premises due to heat generated by over-occupancy of the Demised
Premises or by any equipment, machinery or additional lighting installed by
Tenant (with or without Landlord's consent) that exceeds design capability for
the Building. If Tenant does not desire such auxiliary cooling equipment,
Tenant shall pay for excess electrical consumption by the existing cooling
system.

                                        9

<PAGE>

     5.5  Building Security. Any security system or other security measures
(collectively, the "Security System") that Landlord may undertake for
protection of the Demised Premises, the Building and/or Complex (including any
parking garages or areas) are for the protection of the physical structures
only and shall not be relied upon by Tenant, its agents, employees or invitees
to protect Tenant, Tenant's Property and Leasehold Improvements or Tenant's
employees, invitees or their property. Tenant shall not do anything to
circumvent or allow others to circumvent any Security System. Landlord shall not
be liable for any failure of any Security System to operate or for any breach or
circumvention of the Security System by others, and Landlord makes no
representations or warranties concerning the installation, performance and
monitoring of any Security System, or that it will detect or avert the
occurrences which any such Security System is intended or expected to detect or
avert. Landlord shall provide a key or access card security system for the
Building.

     5.6  Roof and Auxiliary Spaces. Tenant shall not use the roof, roof utility
closets or other auxiliary spaces in the Building for antennas, condenser
coolers, telecommunications and/or data transmission equipment or any other type
of equipment or for any other purpose without the prior written consent of
Landlord, which consent may be conditioned upon the terms of a separate written
agreement and the payment by Tenant of separate consideration for the use of
such space.

     5.7  Trash Removal. Tenant covenants and agrees, at its sole cost and
expense, to comply with all present and future laws, orders and regulations of
the federal, state, county, municipal and local governments, departments,
commissions, agencies and boards regarding the collection, sorting, separation
and recycling of trash. Upon request by Landlord, Tenant shall sort and separate
its trash into such categories as are provided by law. Each separately sorted
category of trash shall be placed in separate receptacles as directed by
Landlord. Landlord reserves the right to refuse to collect or accept from Tenant
any trash that is not separated and sorted as required by law and directed by
Landlord, and to require Tenant to arrange for such collection at Tenant's sole
cost and expense, utilizing a contractor satisfactory to Landlord. Tenant shall
pay all costs, expenses, fines, penalties and damages that may be imposed on
Landlord or Tenant by reason of Tenant's failure to comply with the provisions
of this Section, and Tenant, at Tenant's sole cost and expense, shall indemnify,
defend and hold Landlord harmless from and against any actions, claims and suits
(including legal fees and expenses) arising from such non compliance, utilizing
counsel reasonably satisfactory to Landlord.

6.   USE AND UPKEEP OF PREMISES

     6.1  Use. Tenant shall use and occupy the Demised Premises only for the
purposes specified in Section 1.8 and for no other purpose whatsoever, and shall
comply, and cause its employees, agents, contractors, invitees and other users
of the Demised Premises to comply, with all applicable federal, state and local
laws, statutes, ordinances and regulations, including, but not limited to, the
ADA, zoning regulations, and smoking regulations. Any variation or deviation
from the specific use expressly set forth in Section 1.8 shall be deemed a
default of this Lease. Tenant shall pay before delinquency any business, rent
and other tax and fee that is now or hereafter assessed or imposed upon Tenant's
use or occupancy of the Demised Premises, the conduct of Tenant's business in
the Demised Premises or Tenant's Property. If any such tax or fee is enacted or
altered so that such tax or fee is imposed upon Landlord so that Landlord is
responsible for collection or payment thereof, then Tenant shall promptly pay
the amount of such tax or fee directly to the taxing authority, or if previously
paid by Landlord, to Landlord upon demand.

     6.2  Illegal and Prohibited Uses. Tenant will not use or permit the Demised
Premises or any part thereof to be used for any disorderly, unlawful or extra
hazardous purpose and will not manufacture anything therein. Tenant will not use
or permit the Demised Premises to be used for any purposes that unreasonably
interfere with the use and enjoyment by other tenants of the Building or Complex
or, in Landlord's opinion, impair the reputation or character of the Building,
Complex, Landlord or Landlord's Agent. Tenant shall immediately refrain from and
discontinue such use after receipt of written notice from Landlord.

     6.3  Insurance Rating. Tenant will not do or permit anything to be done in
the Demised Premises, the Building or the Complex or bring or keep anything
therein which shall in any way increase the rate of fire or other insurance on
said Building or the Complex, or on the property kept therein, or conflict (or
permit any condition to exist which would conflict) with applicable fire laws or
regulations, or with any insurance policy upon said Building or Complex or any
part thereof, or with any statute, rules or regulations enacted or established
by any appropriate governmental authority. Tenant shall be responsible for any
increase in insurance costs with respect to the Building or Complex if the
increases were caused by its actions or failure to act.

     6.4  Alterations.

          (a) Approval Required. Except for cosmetic changes and decorations,
Tenant shall not make any alterations, installations, changes, replacements,
repairs, additions or improvements in or to (or which interfere with) the
structural elements of the Building or the Demised Premises, or the Systems
(hereinafter defined), without the prior written consent of Landlord, which
consent may be granted or withheld in Landlord's sole and absolute discretion.
Tenant shall not make any non-structural, non-System alterations, changes,
replacements, repairs, additions or improvements in or to the Demised Premises
or any part thereof, without the prior written consent of Landlord, which
consent shall not be unreasonably withheld. All Tenant plans and specifications
shall be submitted to Landlord for prior approval. All Tenant engineering plans
and specifications shall be prepared at Tenant's expense by an engineer
reasonably approved by Landlord. Landlord may, among other things, condition its
consent upon Tenant's agreement that any construction up-gradings required by
any governmental authority as a result of Tenant's work, either in the Demised
Premises or in any other part of the Building or Complex will be paid for by
Tenant in advance. Tenant shall not install any equipment of any kind or nature
whatsoever which will or may necessitate any changes, replacements or
additions to the water system, plumbing system, heating system, ventilating
system, air-conditioning system, supply, return or control systems, Landlord's
data system(s), or the electrical system of the Demised Premises or the
Building (collectively, the "Systems"), nor install or use any air-conditioning
unit, engine, boiler, generator, machinery, heating unit, stove,

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water cooler, ventilator, radiator or any other similar apparatus, nor modify or
interfere with any of the Systems, without the prior written consent of the
Landlord, which consent may be granted or withheld in the Landlord's sole and
absolute discretion. Any auxiliary air-conditioning equipment which Tenant may
desire to install in the Demised Premises shall be connected to the Building's
commercial condenser water system, if available, and Tenant shall pay to
Landlord such reasonable charges as established by Landlord from time to time
for the use of the Building's commercial condenser water system. Tenant shall
not modify or interfere with the Systems without the prior written consent of
Landlord, and then only as Landlord may direct. Landlord may condition its
consent upon Tenant's payment of all costs to make such changes, replacements or
modifications. Tenant shall not design, configure, install, use or arrange for
the design, configuration, installation or use of its telecommunications and
data transmission systems or inside wire associated therewith in any manner that
interferes with the existing telecommunications and/or data transmission systems
or inside wire associated therewith of Landlord or other tenants in the
Building. Landlord's consent to any work by Tenant or approval of Tenant's plans
or specifications shall not be deemed a certification that such work complies
with applicable building codes, laws or regulations, nor shall it impose any
liability whatsoever upon Landlord.

          (b) Alteration Requirements. All of Tenant's approved work shall be
done in accordance with Landlord's Supplemental Rules and Regulations for
Contractors (as promulgated and amended by Landlord from time to time) and shall
be done by duly qualified, licensed and bonded contractors in accordance with
all applicable laws, codes, ordinances, rules and regulations, and Tenant shall
obtain (or give) at its cost any required permits, licenses, registrations,
notices, or inspections for performance of its work. Notwithstanding the
aforesaid, if any mechanic's or materialman's lien shall at any time, whether
before, during or after the Lease Term, be filed against any part of the
Building or other property of Landlord by reason of work, labor, services or
materials performed for or furnished to or on behalf of Tenant, Tenant shall
forthwith cause the lien to be released of record by being discharged or bonded
off to Landlord's satisfaction within ten (70) days after being notified of the
filing thereof. If Tenant shall fail to cause such lien to be released of record
within said ten (10) day period, then, in addition to any other right or remedy
of Landlord, Landlord may bond off or discharge the lien by paying the amount
claimed to be due. Any amount paid by Landlord, whether as bond premium or
payment of the lien amount, and all costs and expenses, including reasonable
attorneys' fees incurred by Landlord in procuring the same and its release from
the appropriate land records, shall be due from Tenant to Landlord as Additional
Rent, and shall be payable on the first day of the next following month, or if
the Lease Term has expired, upon demand.

          (c) Removal of Leasehold Improvements and Tenant's Property. All
Leasehold Improvements within the Demised Premises shall, subject to Landlord's
right to require Tenant to remove all or any portion of the Leasehold
Improvements and restore the Demised Premises to its condition as of the date
this Lease is fully executed and delivered by Landlord and Tenant, remain at the
expiration or earlier termination of the Lease Term without disturbance,
molestation or injury. Should Landlord elect that Leasehold Improvements be
removed upon the expiration or earlier termination of the Lease Term, then
Landlord shall notify Tenant in writing of such election when Landlord approves
Tenant's Improvements. Should Tenant fail to remove all or any portion of
Tenant's Property in accordance with the provisions of this Lease, Tenant hereby
agrees that Landlord shall have the right to cause all or any portion of the
Leasehold Improvements and/or Tenant's Property to be removed at Tenant's sole
cost and expense. Tenant hereby agrees to reimburse Landlord for the cost of
such removal together with the reasonable cost of repairing any damage resulting
therefrom, and the cost of restoring the Demised Premises to its condition as of
the date this Lease is fully executed and delivered by Landlord and Tenant.
Approximately sixty (60) days prior to Tenant's scheduled vacation of the
Demised Premises, Landlord and Tenant shall meet to review any items that shall
be removed and what items shall remain as required here under. Landlord shall
provide its estimate to Tenant of the costs of such removal and the costs of any
repairs to or restoration of the Demised Premises as herein provided. In the
event Tenant fails to remove the Leasehold Improvements designated by Landlord
for removal prior to the expiration of the Lease Term and/or fails to remove
Tenant's Property as aforesaid and/or fails to make such repairs and/or
restoration as aforesaid, Landlord shall cause the removal, repair and/or
restoration to be performed at Tenant's sole expense, which expense shall not be
limited by the amount of the estimate referred to herein. Tenant shall provide
for the transfer or disposal of all items removed, failing which Landlord is
hereby authorized to dispose of same in any manner deemed appropriate,
including, but not limited to, disposal into the trash, without liability to
Tenant, and at Tenant's sole cost and expense, and Tenant shall indemnify,
defend and hold harmless Landlord, Landlord's Agent and their respective
employees and agents from and against all claims, damages, costs and expenses,
including reasonable attorneys' fees, arising from or in connection with the
disposal of all or any items removed by Landlord hereunder.

          (d) Compliance with Laws. In the event that during the Lease Term
either Landlord or Tenant shall be required by the order or decree of any court,
or any other governmental authority, or by law, code or ordinance (including but
not limited to the ADA), to repair, alter remove, reconstruct, or improve any
part of the Demised Premises or of the Building, then Tenant agrees, at its sole
cost and expense, to comply with such requirements imposed on Demised Premises
or Tenant and shall perform, at its expense, or Tenant shall permit Landlord to
perform, at Tenant's expense, such repairs, alterations, removals,
reconstructions, or improvements. Notwithstanding the foregoing, any required
work, which is generally applicable to landlords similarly situated shall be
Landlord's responsibility. Within ten (10) days after receipt, Tenant shall
advise Landlord in writing, and provide the Landlord with copies of (as
applicable), (i) any notices alleging violation of any law, code or ordinance
(including the ADA) relating to any portion of the Demised Premises or the
Building, (ii) any claims made or threatened in writing regarding noncompliance
with any law, code or ordinance and relating to any portion of the Building or
of the Demised Premises, or (iii) any governmental or regulatory actions or
investigations instituted or threatened regarding noncompliance with any law,
code or ordinance and relating to any portion of the Building or the Demised
Premises. No such order or decree or the compliance required therewith shall
have any effect whatsoever on the obligations or covenants of Tenant herein
contained. Tenant hereby waives all claims for damages or abatement of Base
Annual Rent and Additional Rent because of such repairing, alteration, removal,
reconstruction, or improvement. Notwithstanding anything in Section 6.4(d) to
the contrary, Landlord will comply with all final orders of any government
agency to conform the common areas of the Building with the requirements of The
Americans with Disabilities Act (ADA). Tenant shall be responsible at its
expense for compliance of the Demised Premises with the ADA.

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     6.5  Maintenance by Landlord.

          (a) Landlord Repairs and Maintenance. Except to the extent that Tenant
is required to maintain and repair pursuant to Sections 5.4, 6.4, 6.7, 6.8,
6.10, 6.11, 9 and 21, Landlord shall maintain and repair, in a first-class
manner consistent with similar buildings in Northern Virginia, all public or
common areas located within the Building, including external landscaping,
walkways and parking areas, and, except to the above extent, Landlord shall make
repairs to structural roofs, walls, standard heating, air conditioning, plumbing
and electrical systems and equipment. Except as otherwise expressly provided in
this Lease, such maintenance shall be provided without cost to Tenant, except
that (i) such expenses may be included in calculating the Additional Rent
pursuant to the provisions of Sections 2.2 and 2.3; and (ii) if such expenses
are incurred by Landlord in making repairs attributable to acts or omissions of
Tenant or Tenant's employees, agents, contractors or invitees, then Tenant shall
reimburse Landlord for all such expenses within ten (10) days after Landlord
submits a bill for such costs to Tenant. Tenant hereby waives all claims for
damages or abatement of Base Annual Rent and Additional Rent because of such
repairing, alteration, removal, reconstruction, or improvement.

          (b) Use of Demised Premises by Landlord. Landlord reserves the right
to erect, use, maintain, repair and replace all pipes, ducts, conduits, wiring,
fluids, gases, components, and similar materials and structures in and through
the Demised Premises, including any changes, additions or replacements as
Landlord may from time to time make thereto. Landlord may install any and all
materials, equipment, pipes, ducts, conduits, wires, and related fluids, gases,
components and mechanical equipment serving other portions, tenants and
occupants of the Building, in, through, under or above the Demised Premises that
Landlord deems desirable and shall have the right to locate, both vertically and
horizontally, utility lines, wiring, air ducts, flues, duct shafts, drains,
sprinkler mains and valves, and such other facilities within the Demised
Premises as may be deemed necessary by engineering design and/or code and/or
other legal requirements and to repair, alter, replace or remove these items.
These shall be located so as to cause minimum interference with Tenant's use of
the Demised Premises and shall, if possible, be located above Tenant's suspended
ceiling, if any, or as close to the concrete slab as possible, below the floor,
along column lines or in storage areas. Landlord shall have the right to remove
or abate any hazardous materials located in the Demised Premises and Tenant
shall fully cooperate with Landlord in this regard. Landlord's right to locate
facilities within the Demised Premises shall include facilities required by
tenants or occupants in levels above or below the Demised Premises as well as on
the same level as the Demised Premises. None of the above conduct by Landlord
shall be deemed to constitute an interference with Tenant's quiet enjoyment or
an actual or constructive eviction of Tenant. Tenant shall be entitled to no
abatement of Base Annual Rent or Additional Rent whatsoever on account of such
installation, location, construction, use, entry, removal, repair, maintenance
or other conduct as aforesaid provided, however, if the Demised Premises are
rendered untenantable thereby for five (5) consecutive business days due to
Landlord's negligence or willful misconduct, then Tenant may abate paying Base
Annual Rent from said fifth (5th) day until the Demised Premises are again
tenantable.

     6.6  Signs and Publications. No sign, advertisement or notice shall be
inscribed, painted or affixed on any part of the outside of the Building, except
as otherwise provided hereinafter, or in the common areas of the Building, or
inside the Demised Premises where it may be visible from the public areas of the
Building, except on the directories and doors of offices, and then only in such
size, color, method of attachment and style as Landlord shall reasonably
approve. Landlord shall have the right to prohibit any signage or publication of
Tenant on the Demised Premises which in Landlord's opinion tends to impair the
reputation or character of the Building, Complex, Landlord or Landlord's Agent.
Tenant shall refrain from and discontinue such signage or publication upon
receipt of written notice from Landlord.

     6.7  Excessive Floor Load. Landlord shall have the right to prescribe the
weight and method of installation of safes, non-personal and non-network
computer equipment, and other heavy fixtures or equipment. Tenant will not
install in the Demised Premises any item of Tenant's Property or fixtures that
will place a load upon the floor exceeding the designed floor load capacity of
the floor and the Building. Landlord may prescribe the placement and positioning
of all such objects within the Demised Premises and/or Building, and, if
necessary, such objects shall be placed upon platforms, plates or footings of
such size as Landlord shall prescribe. All damage done to the Building or the
Demised Premises by installing or removing a safe or any other article of
Tenant's Property or fixtures, or due to its being in the Demised Premises,
shall be repaired at the expense of Tenant.

     6.8  Moving and Deliveries.

          (a) Prohibitions/Notices. Moving in or out of the Building is
prohibited on days and hours specified in Section 1.7. Tenant shall only use
freight elevators and loading areas, if provided in the Building, for all moving
and deliveries. Tenant shall provide Landlord with forty-eight (48) hours
advance written notice of any move and obtain Landlord's approval therefor in
order to facilitate scheduling use of freight elevators and loading areas.

          (b) Coordination with Landlord. No freight, furniture or other bulky
matter of any description shall be received into the Building or carried in the
elevators, except as authorized by Landlord. All moving of furniture, material
and equipment shall be under the direct control and supervision of Landlord, who
shall, however, not be responsible for any damage to or charges for moving same.
Deliveries from lobby and freight areas requiring use of hand carts shall be
restricted to freight elevators. All hand carts shall be equipped with rubber
tires and side guards. Any control exercised by Landlord hereunder shall be
deemed solely for the benefit of Landlord and the Building, and shall not be
deemed to make any of Tenant's employees, agents or contractors the agent or
servant of Landlord. Tenant shall promptly remove from the public areas in or
adjacent to said Building any of Tenant's property delivered or deposited there.

          (c) Moving Damages. Any and all damage or injury to the Demised
Premises or the Building caused by moving the property of Tenant into or out of
the Demised Premises shall be repaired at the sole cost of Tenant. In
conjunction with the foregoing, Tenant shall indemnify, defend and hold Landlord
harmless with respect to any and all damages and injuries to the Demised
Premises or the Building, and with respect to any property damage and injury to
others. Without releasing Tenant from any liability hereunder, Tenant shall
cooperate with Landlord to identify delivery contractors and movers causing
damage to the Building or Demised Premises or causing property damage or injury
to others.

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     6.9  Rules and Regulations. Tenant shall, and shall use commercially
reasonable efforts to cause Tenant's agents, employees, invitees and guests,
faithfully keep, observe and perform the Building Rules and Regulations set
forth in Exhibit C, attached hereto and made a part hereof, and such amendments,
modifications and additions thereto as Landlord may promulgate from time to time
(provided such changes do not materially interfere with Tenant's rights under
this Lease), unless waived in writing by Landlord. Any other such rules and
regulations shall not substantially interfere with the intended use of the
Demised Premises, but Tenant acknowledges that the Building Rules and
Regulations, which, in Landlord's judgment, are needed for the general
well-being, operation and maintenance of the Demised Premises, the Building and
the Complex, together with their appurtenances, are reasonable. Landlord shall
have the right to specifically enforce all Building Rules and Regulations. In
addition to any other remedy provided for herein, Landlord shall have the right
to collect from Tenant a fine of $200 per incident for each violation of said
Building Rules and Regulations which is not cured within three (3) days after
written notice to Tenant. Nothing contained in this Lease shall be construed to
impose upon Landlord any duty or obligation to enforce such Building Rules and
Regulations, or the terms, conditions or covenants contained in any other lease,
as against any other tenant, and Landlord shall not be liable to Tenant for
violation of the same by any other tenant, its employees, agents, invitees,
licensees, customers, clients, family members or guests. Further, it shall be in
Landlord's reasonable judgment as to whether Tenant is in compliance with the
Building Rules and Regulations. Landlord shall use reasonable efforts to enforce
the Rules and Regulations equitably.

     6.10 Tenant Maintenance and Condition of Demised Premises Upon Surrender.
At all times during the Lease Term, Tenant will keep the Demised Premises and
the Leasehold Improvements and Tenant's Property therein in good order and
condition, will suffer no waste or injury to the Demised Premises and Leasehold
Improvements, and will, subject to the provisions of Section 6.4(c), at the
expiration or other termination of the Lease Term, surrender and deliver up the
Demised Premises and Leasehold Improvements in like good order and condition as
they shall be at the Commencement Date, ordinary wear and tear and, subject to
the provisions of Section 9, damage by casualty excepted.

     6.11 Tenant Property and Leasehold Improvements. Maintenance and repair of
Tenant's Property and any Leasehold Improvements within or related to the
Demised Premises shall be the sole responsibility of Tenant, and Landlord shall
have no obligation in connection therewith.

     6.12 Landlord's Right to Perform Tenant's Duties. In the event that repairs
required to be made by Tenant pursuant to this Lease become critical by reason
of Tenant's failure to maintain the Demised Premises, Tenant's Property and
Leasehold Improvements in good order and condition and in compliance with all
applicable laws, orders and regulations, Landlord may, but shall not be
obligated to, make repairs at Tenant's expense. Within ten (10) days after
Landlord renders a bill for the cost of said repairs, Tenant shall reimburse
Landlord.

     6.13 Medical Waste. In addition to Tenant's obligations with respect to
Hazardous Substances set forth in Section 21, Tenant shall be solely responsible
for and shall solely provide, at Tenant's sole cost and expense, for the proper
treatment, handling, removal and disposal from the Demised Premises, the
Building, the property of Landlord and the Complex, of all infectious and/or
hazardous medical waste as the same may be determined from time to time by
applicable federal, state or local laws or regulations. Landlord and Landlord's
Agent shall not be responsible for the treatment, handling, removal or disposal
of same, nor shall Landlord incur any liability to Tenant or any other parties,
or any governmental agency or division thereof, relating to same. Tenant hereby
agrees to indemnify, defend and hold Landlord and Landlord's Agent harmless with
respect to any suits, debts, expenses, liabilities, alleged violations or
non-compliance with any federal, state or local law or regulation, and any other
demands of any nature whatsoever, for any violation by Tenant of the provisions
of this Section 6.13 and for any harm to others caused or alleged to have been
caused by Tenant's medical waste.

7.   ACCESS

     7.1  Landlord's Access. Landlord, Landlord's Agent, and their agents and
employees, shall have the right to enter the Demised Premises at all reasonable
times after reasonable notice (except in emergencies) (a) to make inspections or
to make such repairs and maintenance to the Demised Premises or repairs and
maintenance to other premises as Landlord may deem necessary; (b) to exhibit the
Demised Premises to prospective tenants during the last six (6) months of the
Lease Term; and (c) for any purpose whatsoever relating to the safety,
protection or preservation of the persons or property of the other tenants, the
public, the Demised Premises, the Building, the Complex or other surrounding
properties.

     7.2  Restricted Access. No additional locks, other devices or systems which
would restrict access to the Demised Premises shall be placed upon any doors
without the prior consent of Landlord. Landlord's consent to installation of
anti-crime warning devices or security systems shall not be unreasonably
withheld; provided Landlord shall not be required to give such consent unless
Tenant provides Landlord with a means of access to the Demised Premises for the
purposes outlined in Section 7.1 above. Unless access to the Demised Premises is
provided during the hours when cleaning service is normally rendered, Landlord
shall not be responsible for providing such service to the Demised Premises or
to those portions thereof which are inaccessible during said hours. Such
inability by Landlord to provide cleaning services to inaccessible areas shall
not entitle Tenant to any adjustment in Base Annual Rent, Additional Rent or
other sums due hereunder.

     7.3  Tenant's Access. Subject to the provisions of Sections 5.2 and 5.5,
Tenant, its employees and agents shall have access to the Demised Premises, via
at least one (1) operable elevator (except in emergencies), twenty-four (24)
hours per day, 365 days per year, and, for the purpose of access to the Demised
Premises only, shall have the right in common with all other tenants, Landlord
and Landlord's agents and employees to use public corridors, elevators and
lobbies. Landlord may at any time and from time to time during the Lease Term
exclude and restrain any person from access, use or occupancy of any or all
mechanical and auxiliary spaces, roofs, public corridors, elevators and lobbies,
excepting, however, Tenant and other tenants of Landlord and bona fide invitees
of either who make use of said public facilities in accordance with the rules
and regulations established by Landlord from time to time with respect thereto.
Landlord may at any time and from time to time close all or any portion of said
public facilities to make repairs or changes, to prevent a dedication to any
person or the public, and to do and perform such other acts in and to said
public facilities as in the exercise of good business judgment Landlord shall
determine to be advisable. It shall be the duty of Tenant to keep all of said
public facilities free and clear of any obstructions created or permitted by
Tenant or resulting from Tenant's operation. In order to protect the integrity
of telephone service in the Building, Landlord may, at its option, supervise or
restrict Tenant's access to any or all equipment rooms, inside wire space and/or
conduits or the demarcation point.

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8.   LIABILITY

     8.1  Tenant's Property. All of Tenant's Property, the Leasehold
Improvements and the personal property of Tenant's employees, agents,
contractors, visitors and invitees in the Demised Premises or in the Building
shall be at their sole risk. Landlord, Landlord's Agent, and their respective
agents and employees shall not be liable for any damage to Tenant's Property
provided, however, the foregoing provision shall not apply (a) if the loss was
caused by the negligence of Landlord, Landlord's Agent or their agents or
employees, and (b) the Tenant has not otherwise waived and released its claims
pursuant to Section 8.5(f).

     8.2  Criminal Acts of Third Parties. Landlord, Landlord's Agent and their
respective agents and employees shall not be liable in any manner to Tenant, its
agents, employees, invitees or visitors for any injury or damage to Tenant,
Tenant's agents, employees, invitees or visitors, or their property, caused by
the criminal or intentional misconduct of third parties or of Tenant, Tenant's
employees, agents, invitees or visitors on or about the Demised Premises,
Building and/or Complex (including any parking garages and parking areas). All
claims against Landlord, Landlord's Agent and their respective agents and
employees for any such damage or injury are hereby expressly waived by Tenant.

     8.3  Public Liability. Landlord, Landlord's Agent and their respective
agents and employees assume no liability or responsibility whatsoever with
respect to the conduct and operation of the business to be conducted upon the
Demised Premises. Landlord, Landlord's Agent and their respective agents and
employees shall not be liable for any accident or injury to any person or
persons or property in or about the Demised Premises which are caused by the
conduct and operation of said business or by virtue of equipment or property of
Tenant in said Demised Premises.

     8.4  Construction on Contiguous Property. Landlord, Landlord's Agent and
their respective agents and employees shall not be liable for damages, nor shall
this Lease or any Base Annual Rent, Additional Rent or other sums due hereunder
be affected, for conditions arising or resulting from construction within or
around the Demised Premises or Building or Complex or on contiguous or
neighboring properties and which affect the Complex, the Building and/or the
Demised Premises unless the Demised Premises are rendered untenantable thereby
for five (5) consecutive business days due to Landlord's negligence or willful
misconduct, in which event Tenant may abate paying Base Annual Rent from said
fifth (5th) day until the Demised Premises are again tenantable.

          (a) Comprehensive general liability insurance (including automobile
liability) on a per occurrence basis with a combined single limit of One Million
Dollars ($1,000,000.00) per occurrence and endorsed to insure the contractual
liability assumed by Landlord and covering Landlord as insured.

          (b) All risk property damage insurance (including theft) covering
Landlord's real and personal property in the Building in a minimum amount that
is commercially reasonable for first-class office buildings in the Washington,
D.C. metropolitan area.

     8.5  Tenant Insurance.

          (a) Liability Insurance. During the Lease Term, Tenant at its sole
cost shall maintain public liability and property damage insurance which
includes coverage for personal injury and death, property damage, advertising
injury, completed operations and products coverage, and shall further maintain
comprehensive automobile liability insurance covering automobiles owned by
Tenant, with at least a single combined liability and property damage limit of
$1,000,000.00 insuring against all liability of Tenant and its authorized
representatives arising out of or in connection with Tenant's use or occupancy
of the Demised Premises and the business conducted therein. Landlord and
Landlord's Agent shall be named as additional insureds. All public liability
insurance and property damage insurance shall insure Landlord and Landlord's
Agent with coverage no less in scope than that necessary to meet Tenant's
obligations outlined in the indemnity provisions set forth in Sections 8.1, 8.2
and 8.3 and elsewhere in this Lease. The policy shall contain an assumed
contractual liability endorsement that refers expressly to this Lease.

          (b) Fire and Casualty Insurance. During the Lease Term, Tenant at its
cost shall maintain fire and extended coverage insurance on all special or above
building standard work (as defined in Exhibit B, if applicable), all alterations
and all other contents of the Demised Premises, including any Leasehold
Improvements and Tenant's Property, in an amount sufficient so that no
coinsurance penalty will be applied in case of loss.

          (c) Increases in Coverage. Tenant shall increase its insurance
coverage as required if in the reasonable opinion of the mortgagee on the
Building, Landlord or Landlord's insurance agent such insurance coverage at that
time is not adequate.

          (d) Policy Requirements. All insurance required under this Lease shall
be issued by insurance companies authorized to do business in the jurisdiction
where the Building is located. Such companies shall have a policyholder rating
of at least "A" and be assigned a financial size category of at least "Class X"
as rated in the most recent edition of "Best's Key Rating Guide" for insurance
companies. If at any time during the Lease Term the rating of any of Tenant's
insurance carriers is reduced below the rating required pursuant to the terms
hereof, Tenant shall promptly replace the insurance coverage(s) maintained with
such carrier with coverage(s) from a carrier whose rating complies with the
foregoing requirements. If the Best's Key Rating Guide is discontinued or
revised without substitution of a comparable rating system, Landlord shall
reasonably determine its satisfaction with the insurance company issuing
Tenant's policies. Each policy shall contain an endorsement requiring thirty
(30) days written notice from the insurance company to Landlord before
cancellation or any change decreasing coverage, scope or amount of such policy
and an endorsement naming Landlord and Landlord's Agent as additional insureds.
Each policy, or a certified copy of the policy, and a certificate showing it is
in effect, together with evidence of payment of premiums, shall be deposited
with Landlord at the commencement of the Lease Term and thereafter upon any
policy changes or substitutions, and renewal certificates and copies of renewal
policies shall be delivered to Landlord at least thirty (30) days prior to the
expiration date of any policy.

          (e) No Limitation of Liability. Notwithstanding the fact that any
liability of Tenant to Landlord may be covered by Tenant's insurance, Tenant's
liability shall in no way be limited by the amount of its insurance recovery or
the amount of insurance in force or required by any provisions of this Lease.

          (f) Waiver of Subrogation. Notwithstanding anything to the contrary
contained herein, Landlord and Tenant hereby mutually waive and release their
respective rights of recovery against each other for any loss of its property
(in excess of a reasonable deductible amount) capable of being insured against
by fire and extended coverage insurance or any insurance policy providing
property damage

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<PAGE>

coverage, whether carried or not. Each party shall apply to its insurer to
obtain said waiver and obtain any special endorsement, if required by its
insurer to evidence compliance with the aforementioned waiver, and shall bear
the cost therefor.

          (g) Business Interruption. Landlord, Landlord's Agent and their
respective agents and employees shall have no liability or responsibility for
any loss, cost, damage or expense arising out of or due to any interruption of
business (regardless of the cause therefor), increased or additional cost of
operation of business or other costs or expenses, whether similar or dissimilar,
which are capable of being insured against under business interruption
insurance, whether or not carried by Tenant.

     8.6  Incident Reports. Tenant shall promptly report to Landlord's Agent all
accidents and incidents occurring on or about the Demised Premises, the Building
and/or the Complex which involve or relate to the security and safety of persons
and/or property.

     8.7  Landlord's Insurance. At all times during the term of this Lease and
during such other time that Tenant occupies the Premises or any part thereof,
Landlord shall at its cost and expense, but nevertheless to be included in
Operating Expenses, obtain and maintain (or cause to be obtained and maintained)
insurance policies providing at least the following coverages:

9.   DAMAGE

     9.1  Damages Caused by Tenant. Subject to the provisions of Sections 8.5(f)
and 9.2, in the event of damage to the Demised Premises or other portions of the
Building caused by the negligent acts or omissions of Tenant, its agents,
employees, invitees or visitors, the Landlord, after written notice to Tenant
and a reasonable opportunity to cure, may, but shall not be obligated to, repair
such damage at the expense of Tenant, or, at Landlord's option, such damages
shall be repaired by Tenant, at Tenant's expense, with Landlord's approval in
accordance with Section 6.4. At Landlord's option, Tenant shall either (a) pay
to Landlord the estimated cost of such repairs and/or maintenance within ten
(10) days of Tenant's receipt of Landlord's estimate, or (b) upon completion of
such repairs and/or maintenance by Landlord, pay to Landlord the actual cost of
such repairs and/or maintenance (or the difference between the actual cost and
the estimated costs previously paid by Tenant) within ten (10) days of receipt
of invoice from Landlord. Landlord's recovery shall not be limited to the
diminution in the value of the Demised Premises or leasehold notwithstanding
that such repairs and maintenance may occur prior to the expiration of the Lease
Term. All such costs shall be deemed Additional Rent. This provision shall be
construed as an additional remedy granted to Landlord and not in limitation of
any other rights and remedies which Landlord has or may have in said
circumstances.

     9.2  Fire or Casualty Damage. In the event of damage or destruction of the
Demised Premises or a portion thereof by fire or any other casualty not due to
the negligent acts or omissions of Tenant, its agents, employees, invitees or
visitors, then, except as otherwise provided in Section 9.3, this Lease shall
not be terminated, but structural damage to the Demised Premises, including
demising partitions and doors, shall be promptly and fully repaired and restored
as the case may be by Landlord at its own cost and expense. Due allowance,
however, shall be given for reasonable time required for adjustment and
settlement of insurance claims, and for such other delays as may result from
government restrictions, and controls on construction, if any, and for strikes,
national emergencies and other conditions beyond the control of Landlord.
Restoration by Landlord shall not include replacement of Tenant's Property or
that portion of the Leasehold Improvements provided by Landlord as of the
Commencement Date above the building standard items as of the Commencement Date.
If the items which Landlord provides as building standard items have changed
since the Commencement Date, then, at Landlord's election, such restoration
shall not include restoration of Leasehold Improvements in excess of those
provided by Landlord as building standard as of the date of such restoration.
Tenant shall, at its expense, repair, restore and replace Tenant's Property and
all elements of the Demised Premises excluded from the scope of Landlord's duty
to restore pursuant to this Section 9.2. Tenant's restoration, replacement and
repair work shall comply with Section 6 hereof and Tenant shall maintain
adequate insurance on all such replacements, restoration and property pursuant
to Section 8.5. In the event of fire or casualty damage to the Demised Premises
caused by the fault, act or omission or neglect of Tenant, its agents,
employees, invitees or visitors, Landlord may, but shall not be obligated to,
restore all or any portion of the damage described herein (which may or may not
include the Demised Premises). It is agreed that in any of the aforesaid events,
this Lease shall continue in full force and effect.

     9.3  Untenantability.

          (a)  Restoration Requirements.

               (i)   If the condition referred to in Section 9.2 is such that
the Demised Premises are partially damaged or destroyed and provided that the
condition was not due to the acts or omissions of Tenant, its agents, employees,
invitees or visitors, then during the period that Tenant is deprived of the use
of the damaged portion of the Demised Premises, Tenant shall be required to pay
Base Annual Rent and Additional Rent covering only that part of the Demised
Premises that Tenant is able to occupy, based on the ratio between the square
foot area remaining that can be occupied and the total square foot area of the
entire Demised Premises covered by this Lease. Any unpaid or prepaid installment
of Base Annual Rent and Additional Rent for the month in which the condition
referred to in Section 9.2 occurs shall be prorated.

               (ii)  (1) If the condition referred to in Section 9.2 is such so
as to make the entire Demised Premises untenantable and provided that the
condition was not due to the acts or omissions of Tenant, its agents, employees,
invitees or visitors, then, subject to the rights set forth in Section
9.3(a)(ii)(2) below, the installment(s) of Base Annual Rent and Additional Rent
which Tenant is obligated to pay hereunder shall abate as of the date of the
occurrence until the restoration of the Demised Premises has been substantially
completed by Landlord to the extent of Landlord's obligations as described in
Section 9.2. Any unpaid or prepaid installment of Base Annual Rent and
Additional Rent for the month in which the condition referred to in Section 9.2
occurs shall be prorated.

                     (2) In the event (x) the Demised Premises are substantially
or totally destroyed by fire or other casualty so as to be entirely
untenantable, (y) a substantial portion of the Building is destroyed or damaged
to such an extent that, in the sole judgment of Landlord, the Building cannot be
operated as a functional unit or an economically viable unit, or (z) the damage
to the Demised Premises and/or the Building is due to an uninsured risk or
insurance proceeds are otherwise unavailable to cover the expenses of
restoration or repair of the damage (less any applicable deductible), then
Landlord shall have the unconditional right to cancel this Lease in its sole
discretion, in which case Base Annual Rent and Additional Rent shall be
apportioned and paid to the date of said fire or other casualty. If Landlord
elects not to cancel this Lease, then Landlord shall determine and notify Tenant
in writing, within sixty (60) days following the fire or other casualty, of the
date by which the Demised Premises can be restored by Landlord in accordance
with the provisions of Section 9.2. If the date determined by Landlord as
aforesaid for completion of restoration of the Demised Premises is more than one

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<PAGE>

hundred twenty (120) days after such fire or other casualty, then Tenant shall
have the right, to be exercised by giving written notice to Landlord within
thirty (30) days following receipt of such notice from Landlord, to cancel and
terminate this Lease. In the event the date by which Landlord determines it can
complete restoration of the Demised Premises as herein provided is less than 120
days following such fire or other casualty, or Tenant fails to terminate this
Lease as herein provided following notification from Landlord that completion of
restoration will require more than 120 days, then this Lease shall remain in
full force and effect and Landlord shall commence restoration of the Demised
Premises to the extent of Landlord's obligations as described in Section 9.2.
Due allowance, however, shall be given for reasonable time required for
adjustment and settlement of insurance claims, for Landlord to reasonably be
able to determine the time necessary for completion of the restoration and for
other such delays as may result from government restrictions, and controls on
construction, if any, and for strikes, national emergencies and other conditions
beyond the control of Landlord. Any delays as a result of the foregoing shall
operate to postpone Landlord's obligation to complete restoration of the Demised
Premises by one day for each day of any such delay. Tenant shall commence any
restoration to be performed by Tenant as required in Section 9.2 and Tenant
shall reoccupy the Demised Premises when restored.

               (iii) Except as expressly provided in this Section 9.3, no
compensation, or claim, or diminution of Base Annual Rent or Additional Rent
will be allowed or paid by Landlord, by reason of inconvenience, annoyance, or
injury to business, arising from any fire or other casualty suffered by Tenant
or the necessity of repairing or restoring the Demised Premises or any portion
of the Building.

          (b) Casualty Near Expiration of Lease Term. In addition to any other
right of Landlord or Tenant to terminate this Lease pursuant to the provisions
of this Section 9, in the event the Demised Premises are damaged in whole or in
part by fire or other casualty during the last twelve (12) months of the Lease
Term, then Landlord or Tenant, upon ten (10) days prior written notice to the
other given within sixty (60) days of the date of the fire or casualty, may
terminate this Lease, in which case the Base Annual Rent and Additional Rent
shall be apportioned and paid to the date of said fire or other casualty;
provided, however, Tenant shall have no right to terminate this Lease hereunder
if prior to receipt of Tenant's notice Landlord has commenced to repair or
restore the Demised Premises.

 10. CONDEMNATION

     10.1 Landlord's Right to Award. Tenant agrees that if any of the Demised
Premises or the Building shall be taken or condemned for public or quasi-public
use or purpose by any competent authority, Tenant shall have no claim against
Landlord and shall not have any claim or right to any portion of the amount that
may be awarded as damages or paid as a result of any such condemnation. All
rights of Tenant to damages therefor, if any, are hereby assigned by Tenant to
Landlord. If (a) the whole or a substantial part of the Demised Premises or the
Building is taken or condemned or if (b) less than a substantial portion of the
Building or the Demised Premises is taken or condemned and the remainder of
either in Landlord's opinion can not be operated as a functional unit or as an
economically viable unit, the Lease Term shall cease and terminate from the date
of such governmental taking or condemnation and Landlord shall notify Tenant of
the termination of this Lease effective as of the date of such governmental
taking or condemnation. In the event of any termination of this Lease by reason
of any taking or condemnation, Tenant shall have no claim against Landlord or
Landlord's Agent for the value of any unexpired portion of the Lease Term. If
less than a substantial part of the Demised Premises or of the Building is taken
or condemned by any governmental authority for public or quasi-public use or
purpose and the remainder of both in Landlord's opinion can be operated as a
functional unit or as an economically viable unit, the rent shall be equitably
adjusted on the date when title vests in such governmental authority and the
Lease shall otherwise continue in full force and effect. For the purposes of
this Section 10, a substantial part of the Demised Premises shall be considered
to have been taken if more than fifty percent (50%) of the Demised Premises are
unusable by Tenant.

     10.2 Tenant's Right to File Claim. Nothing in Section 10.1 shall preclude
Tenant from filing a separate claim against the condemning authority for the
value of its Leasehold Improvements not then depreciated (excluding those
Leasehold Improvements paid for by Landlord) and relocation expenses, provided
that any award to Tenant will not result in a diminution of any award to
Landlord.

11.  BANKRUPTCY

     11.1 Events of Bankruptcy. The following shall be Events of Bankruptcy
under this Lease:

          (a) Tenant's becoming insolvent, as that term is defined in Title 11
of the United States Code, entitled Bankruptcy, 11 U.S.C. Sec. 101 et seq. (the
"Bankruptcy Code"), or under the insolvency laws of any State, District,
Commonwealth or Territory of the United States ("Insolvency Laws");

          (b) The appointment of a receiver or custodian for any or all of
Tenant's Property or assets, or the institution of a foreclosure action upon any
of Tenant's real or personal property;

          (c) The filing of a voluntary petition under the provisions of the
Bankruptcy Code or Insolvency Laws;

          (d) The filing of an involuntary petition against Tenant as the
subject debtor under the Bankruptcy Code or Insolvency Laws, which is either not
dismissed within sixty (60) days of filing, or results in the issuance of an
order for relief against the debtor, whichever is earlier; or

          (e) Tenant's making or consenting to an assignment for the benefit of
creditors or a common law composition of creditors.

     11.2 Landlord's Remedies.

          (a) Termination of Lease. Upon occurrence of an Event of Bankruptcy,
Landlord shall have the right to terminate this Lease by giving written notice
to Tenant; provided, however, that this right to terminate shall have no effect
while a case in which Tenant is the subject debtor under the Bankruptcy Code is
pending, unless Tenant or its Trustee is unable to comply with the provisions of
Sections 11.2(d) and (e) below. At all other times this Lease shall
automatically cease and terminate, and Tenant shall be immediately obligated to
quit the Demised Premises upon the giving of notice pursuant to this Section
11.2(a). Any other notice to quit, or notice of Landlord's intention to re-enter
is hereby expressly waived. If Landlord elects to terminate this Lease,
everything contained in this Lease on the part of Landlord to be done and
performed shall cease without prejudice, subject, however, to the rights of
Landlord to recover from Tenant all Base Annual Rent and Additional Rent and any
other sums accrued up to the time of termination or recovery of possession by
Landlord, whichever is later, and any other monetary damages sustained by
Landlord.

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<PAGE>

          (b) Suit for Possession. Upon termination of this Lease pursuant to
Section 11.2(a), Landlord may proceed to recover possession of the Demised
Premises under and by virtue of the provisions of the laws of any applicable
jurisdiction, or by such other proceedings, including reentry and possession, as
may be applicable, or by direct order from any Court having jurisdiction over
Tenant/Debtor, including any Bankruptcy Court.

          (c) Non-Exclusive Remedies. Without regard to any action by Landlord
as authorized by Sections 11.2(a) and (b) above, Landlord may at its discretion
exercise all the additional provisions set forth below in Section 12.

          (d) Assumption or Assignment by Trustee. In the event Tenant becomes
the subject debtor in a case pending under the Bankruptcy Code, Landlord's right
to terminate this Lease pursuant to Section 11.2(a) shall be subject to the
rights of the Trustee in Bankruptcy to assume or assign this Lease. In addition
to all other objections Landlord may raise to assumption and/or assignment, and
in addition to all other requirements of any Bankruptcy Court and the Bankruptcy
Code, the Trustee shall not have the right to assume or assign this Lease unless
the Trustee (i) has timely performed all Lease obligations of the Tenant/Debtor
arising from and after the filing of any voluntary bankruptcy petition by Tenant
or, in the case of an involuntary petition, the date of entry of the Order for
Relief, (ii) promptly cures all defaults under this Lease, (iii) promptly
compensates Landlord for monetary damages incurred as a result of such default,
and (iv) provides adequate assurance of future performance on the part of Tenant
or on the part of the assignee of Tenant or the Trustee.

          (e) Adequate Assurance of Future Performance. Landlord and Tenant
hereby agree in advance that adequate assurance of future performance, as that
term is used in Section 11.2(d) above, shall mean that all of the following
minimum criteria must be met: (i) Tenant's gross revenues in the ordinary course
of business during the thirty (30) day period immediately preceding the
initiation of the case under the Bankruptcy Code must be at least two (2) times
greater than the next installment of Base Annual Rent and Additional Rent due
under this Lease; (ii) both the average and median of Tenant's gross revenues in
the ordinary course of business during the six (6) month period immediately
preceding the initiation of the case under the Bankruptcy Code must be at least
two (2) times greater than the next six (6) installments of Base Annual Rent and
Additional Rent due under this Lease; (iii) Tenant must pay (and continue to pay
on a timely basis throughout the Lease Term) Base Annual Rent, Additional Rent
and all other sums payable by Tenant hereunder in advance and as a condition
precedent to the performance of Landlord's obligations hereunder; (iv) the
Trustee must agree that Tenant's business shall be conducted in a first class
manner, and that no liquidating sales, auctions, or other non-first class
business operations shall be conducted on or about the Demised Premises,
Building and/or Complex; (v) the Trustee must agree that the use of the Demised
Premises as stated in this Lease will remain unchanged and that no prohibited
use shall be permitted; and (vi) the Trustee must agree that the assumption or
assignment of this Lease will not violate or affect the rights of other tenants
in the Building and/or Complex.

          (f) Failure to Provide Adequate Assurance. In the event the Trustee or
Tenant is unable to (i) comply with the requirements of Section 11.2(d) above,
or (ii) meet the criteria and obligations imposed by Section 11.2(e) above,
Tenant 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 11.2(a) above.

     11.3 Guarantors. For purposes of this Section 11, any action or
adjudication by or on behalf of, or against, or with respect to the property or
affairs of, any guarantor or guarantors (if any) of this Lease, or any of them,
which, if taken by, against or with respect to Tenant, Tenant's Property or
affairs, would entitle Landlord to exercise any remedy specified herein, may be
treated, at Landlord's sole option and discretion, as though it were taken by,
against or with respect to the Tenant.

     11.4 Damages. In the event of cancellation and termination of this Lease;
pursuant to Section 11.2 above, Landlord shall, notwithstanding any other
provisions of this Lease to the contrary, be entitled to promptly recover
damages from Tenant determined in accordance with the provisions set forth in
Section 12.2 of this Lease as provided for in the case of default by Tenant.

12.  DEFAULTS AND REMEDIES

     12.1 Default. If any one or more of the following events occur, said event
shall be deemed a material default of this Lease:

          (a) Tenant's failure to complete, within the time periods required by
this Lease, any tasks required for the preparation or approval of plans for the
construction and/or completion of the Demised Premises prior to the Commencement
Date;

          (b) Tenant's failure to accept possession of the Demised Premises when
tendered by Landlord;

          (c) Tenant's failure to pay any installment of Base Annual Rent,
Additional Rent or other sum required to be paid by Tenant when the same shall
be due and payable, all without demand unless demand is necessary under the
express terms of this Lease (in which case a material default shall be deemed to
occur if such payment is not made strictly within the time period provided for
such payment following the demand);

          (d) Tenant's failure to perform or observe any other term, covenant or
condition of this Lease;

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<PAGE>

          (e) Any event expressly designated or deemed a default elsewhere in
this Lease;

          (f) Any execution, levy, attachment or other legal process of law
shall occur upon Tenant's Property, Tenant's interest in this Lease or the
Demised Premises which is not removed within sixty (60) days;

          (g) Tenant's abandonment or surrender of the Demised Premises prior to
the expiration of the Lease Term and the suspension of rent payments as the same
may become due and payable; and/or

          (h) Tenant's committing or permitting waste to occur to the Demised
Premises.

Notwithstanding anything to the contrary in Sections 12.1 and 12.2, if Tenant
defaults in the payment of Base Annual Rent, Additional Rent or any other sum
required to be paid by Tenant, or if Tenant defaults in the performance of or
compliance with any other covenant, condition, agreement, rule or regulation
herein contained, Landlord shall give Tenant written notice of such default. If
Tenant fails to cure any default in the payment of Base Annual Rent, Additional
Rent or any other sum required to be paid by Tenant within ten (10) days after
the effective date of such notice, or fails to cure any other default within
twenty (20) days after the effective date of such notice (or if such other
default is of such nature that it cannot be completely cured within said twenty
(20) days, if Tenant fails to commence to cure within said twenty (20) days and
thereafter proceed with reasonable diligence and in good faith to complete the
cure), then Landlord shall be entitled to all rights and remedies available to
Landlord pursuant to Section 12 in the event of Tenant's default. Nevertheless,
in the event Tenant defaults in the payment of Base Annual Rent, Additional Rent
or any other sum required to be paid by Tenant or if Tenant otherwise defaults
in the performance of or compliance with any other covenant, condition,
agreement, rule or regulation herein contained, two (2) times in any twelve (12)
month period, Landlord shall not be required during the remainder of that Lease
Year to send notice of any default hereunder before proceeding with its remedies
under Section 12. Tenant acknowledges that the purpose of the preceding sentence
is to prevent repetitive defaults by Tenant under this Lease, which work a
hardship upon Landlord and deprive Landlord of the timely performance by Tenant
of its obligations hereunder this Lease.

     12.2 Remedies. In each and every such event set forth in Section 12.1
above, from the date of any such default, which has not been cured within the
applicable time period, and at all times thereafter, at the option of Landlord,
Tenant's right of possession shall thereupon cease and terminate. Landlord shall
be entitled to all rights and remedies now or later allowed at law or in equity,
all of which shall be cumulative to the extent that the exercise of any one or
more rights or remedies shall not be deemed to constitute a waiver of the
Landlord's right to exercise any one or more other rights and remedies herein
provided or provided at law or in equity. Landlord shall be entitled to obtain
possession of the Demised Premises whether or not Landlord elects to terminate
this Lease, and to re-enter the same without demand of rent or demand of
possession of the Demised Premises and may forthwith proceed to recover
possession of the Demised Premises by any lawful means or process of law whether
or not Landlord elects to terminate this Lease, any notice to quit being hereby
expressly waived by Tenant. In the event of such re-entry by process of law or
otherwise, Tenant nevertheless agrees to remain liable for all Base Annual Rent,
Additional Rent and other sums due under this Lease, and shall pay the same as
and when it accrues and is payable hereunder. Landlord may (but shall not be
obligated to) declare the entire balance (or any portion thereof) of Base Annual
Rent, Additional Rent and all other sums payable by Tenant hereunder for the
remainder of the Lease Term to be immediately due and payable in full, which
shall be recoverable pursuant to Section 12.4 below. Tenant further agrees to
remain liable for any and all damage, deficiency, and loss of Base Annual Rent,
Additional Rent and other sums herein specified, and all other damages which
Landlord may sustain by such re-entry, including reasonable attorneys' fees and
costs. If under the provisions hereof, a seven (7) days summons or other
applicable summary process shall be served, and a compromise or settlement
thereof shall be made, such action shall not constitute a waiver of any breach
of any covenant, term, condition or agreement herein contained.

     12.3 Landlord's Right to Relet. Should this Lease be terminated before the
expiration of the Lease Term, by reason of Tenant's default as provided in
Sections 11 or 12, or if Tenant shall abandon the Demised Premises before the
expiration or termination of the Lease Term and without paying the rent due as
the same may become due and payable (whether or not Landlord elects to terminate
this Lease), the Demised Premises may be relet by Landlord, on Tenant's behalf
or for the account of Landlord, as Landlord so chooses, for such rent and upon
such terms as are reasonable under the circumstances. If the full rent reserved
under this Lease (and any of the costs, expenses or damages indicated below)
shall not be realized by Landlord, Tenant shall be liable for all damages
sustained by Landlord, including, without limitation, deficiency in Base Annual
Rent, Additional Rent, unamortized Landlord Concessions (hereinafter defined),
reasonable attorneys' fees, other collection costs, brokerage fees, expenses
incurred by Landlord to remove Tenant's Property and (at Landlord's option)
Leasehold Improvements, and expenses of placing the Demised Premises in
first-class rentable condition. Landlord, in putting the Demised Premises in
good order or preparing the same for reletting may, at Landlord's option, make
such alterations, repairs or replacements in or relating to the Demised Premises
as Landlord, in Landlord's sole judgment, considers advisable and necessary for
the purpose of reletting the Demised Premises, and the making of such
alterations, repairs or replacements shall not operate or be construed to
release Tenant from liability hereunder as aforesaid. Landlord shall in no event
be liable in any way whatsoever for failure to relet the Demised Premises, or in
the event that the Demised Premises are relet, for failure to collect the rent
thereof under such reletting. However, Landlord shall endeavor to mitigate its
damages. For the purpose of calculating Landlord's damages as set forth in
Section 12.4 below, if the Building has other available space at the time of
such Lease termination or Tenant's abandonment or vacating of the Demised
Premises, or anytime thereafter, the Demised Premises shall be deemed the last
space rented in the Building even though the Demised Premises may be re-rented
by Landlord prior to such other vacant space. In no event shall Tenant be
entitled to receive any excess, if any, of rent (if any) collected over the sums
payable by Tenant to Landlord hereunder.

12.4 Recovery of Damages.

     (a) Quantification of Damages. Any damage, deficiency, loss of Base Annual
Rent, Additional Rent or other sums payable by Tenant hereunder, unamortized
Landlord Concessions as described hereinafter, and all other damages may be
recovered by Landlord, at Landlord's option, upon default by Tenant, beyond
applicable notice and cure periods, in separate actions, from time to time, as
said damage shall have periodically accrued, or, at Landlord's option, may be
deferred until the expiration of the Lease Term (in which event Tenant hereby
agrees that the cause of action shall not be deemed to have accrued until the
date of expiration of said Lease Term), or, at Landlord's option, in a single
action in the event Landlord shall have declared the entire balance of Base
Annual Rent, Additional Rent and other sums due under this Lease immediately due
and payable pursuant to Section 12.2. In the event Landlord shall have declared
the entire balance of Base Annual Rent, Additional Rent and other sums due under
this Lease immediately due and payable, then in lieu of the Base Annual Rent and
Additional Rent which would have been payable for the period after the date of
any judgment obtained in any action by Landlord against Tenant to recover
damages, Tenant shall pay a sum representing liquidated damages, and not
penalty, in

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<PAGE>

an amount equal to the excess of (i) the sum of the Base Annual Rent and
Additional Rent provided for in this Lease for the unexpired portion of the
Lease Term after the date of judgment discounted at a rate of five percent (5%)
per annum to present value, over (ii) the rental value of the Leased Premises,
at the time of termination of this Lease, for the unexpired portion of the Lease
Term, discounted at a rate of five percent (5%) per annum to present value. In
determining the rental value of the Leased Premises, the rent realized by any
reletting accomplished or accepted by Landlord within a reasonable time after
termination of this Lease, shall be deemed, prima facie, to be the rental value.
In addition to all of the rights of the Landlord to recover damages herein
provided, Tenant shall immediately reimburse Landlord for, and Landlord may
recover, the unamortized portion of all contributions and other concessions
(hereinafter "Landlord Concessions"), if any, provided by Landlord to Tenant as
an inducement to enter into this Lease and any amendment, modification or
extension hereof and/or pursuant to the terms of this Lease or any amendment,
modification or extension hereof, including, but not limited to, (i) any
abatements or waivers of Base Annual Rent, Additional Rent or other sums due
under this Lease, (ii) costs incurred by Landlord in making the Demised Premises
ready for Tenant's occupancy, including the cost of the Construction
Improvements, any monetary contribution by Landlord for any Leasehold
Improvements and any other contributions by Landlord with respect to any
construction within or relating to the Demised Premises, (iii) moving expenses,
(iv) brokerage fees, (v) allowances for telephone and computer systems and other
office equipment and supplies, (vi) design, architectural and engineering fees
and expenses, and (vii) any other direct or indirect expenses incurred by
Landlord in conjunction with obtaining and/or entering into this Lease and any
amendment, modification and extension hereof, and placing and/or retaining
Tenant in possession of the Demised Premises. For purposes hereof, the amount of
any Landlord Concessions provided in connection with the initial Lease Term
shall be deemed to be amortized (using a straight-line method) on a monthly
basis over the initial Lease Term (excluding any extension or renewal terms) in
which Tenant is required to pay all or any portion of any installment of Base
Annual Rent under the terms of this Lease. The amount of any Landlord
Concessions provided in connection with any amendment or modification of this
Lease during the initial Lease Term shall be deemed to be amortized (using a
straight-line method) on a monthly basis over the remaining months in the
initial Lease Term (excluding any extension or renewal terms) in which Tenant is
required to pay all or any portion of any installment of Base Annual Rent under
the terms of this Lease. The amount of any Landlord Concessions provided in
connection with any renewal or extension of the Lease Term shall be deemed to be
amortized (using a straight-line method) on a monthly basis over the months in
the extension period (excluding any subsequent extension or renewal terms) in
which Tenant is required to pay all or any portion of any installment of Base
Annual Rent under the terms of said extension or renewal of the Lease Term.

          (b) Non-Exclusive Rights. The provisions contained in this Section
12.4 shall be in addition to and shall not prevent the enforcement of any claim
Landlord may have against Tenant for anticipatory breach of the unexpired Lease
Term. All rights and remedies of Landlord under this Lease shall be cumulative
and shall not be exclusive of any other rights and remedies provided to Landlord
under applicable law. In the event Tenant becomes the subject debtor in a case
under the Bankruptcy Code, the provisions of this Section 12.4 may be limited by
the limitations of damage provisions of the Bankruptcy Code.

     12.5 Waiver. If under the provisions hereof Landlord shall institute
proceedings and a compromise or settlement thereof shall be made, the same shall
not constitute a waiver of any agreement, covenant, condition, rule or
regulation herein contained nor of any of Landlord's rights hereunder. No waiver
by Landlord of any breach of any agreement, covenant, condition, rule or
regulation herein contained, on one or more occasions, shall operate as a waiver
of such agreement, covenant, condition, rule or regulation itself, or of any
subsequent breach thereof. No provision of this Lease shall be deemed to have
been waived by Landlord unless such waiver shall be in writing signed by
Landlord. Receipt and acceptance by Landlord of any Base Annual Rent, Additional
Rent or other charges, or the performance of any obligation by Tenant hereunder,
with knowledge of the breach of any agreement, covenant, condition, rule or
regulation of this Lease by Tenant shall not be deemed a waiver of such breach.
Failure of Landlord to enforce any of the rules and regulations against Tenant
or any other tenant in the Building or Complex shall not be deemed a waiver of
any such rule or regulation. No payment by Tenant or receipt by Landlord of a
lesser amount than the Base Annual Rent and Additional Rent herein stipulated
shall be binding upon Landlord, nor shall the same be deemed to be other than on
account of the stipulated Base Annual Rent and Additional Rent. No endorsement
or statement on any check, letter or other transmittal accompanying any check or
payment of Base Annual Rent, Additional Rent or other sum due from Tenant shall
be deemed a settlement of a legal dispute or an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to Landlord's right
to recover the balance of such Base Annual Rent, Additional Rent and other sums
or to pursue any other remedy provided in this Lease. Landlord's consent to, or
approval of, any act by Tenant requiring Landlord's consent or approval shall
not be deemed to waive or render unnecessary Landlord's consent to or approval
of any subsequent act by Tenant.

     12.6 Intentionally Deleted.

     12.7 Tenant Abandonment of Demised Premises.

          (a) Abandonment. If the Demised Premises or a substantial portion
thereof shall be deserted or vacated by Tenant for thirty (30) consecutive days
or more and Tenant shall be in default, beyond the applicable notice and cure
periods, in the payment of any Base Annual Rent, Additional Rent or other sums
due under this Lease, or in the performance of any of Tenant's other obligations
hereunder, Landlord may deem the Tenant to have abandoned the Demised Premises,
notwithstanding the fact that Tenant may have left all or some part of Tenant's
Property thereon, and Landlord may consider Tenant in default under this Lease
and may pursue all remedies available to it under this Lease or otherwise as may
be available in equity or at law.

          (b) Landlord Right to Enter and to Relet. If Tenant abandons the
Demised Premises as set forth in subsection (a) above, Landlord may, at its
option, enter into the Demised Premises without being liable for any prosecution
therefor or for damages by reason thereof. In addition to any other remedy
elsewhere provided in this Section 12 or at law or in equity, Landlord, as agent
of Tenant, may relet the whole or any part of the Demised Premises for the whole
or any part of the then unexpired Lease Term. For the purposes of such
reletting, Landlord may make any alterations or modifications of the Demised
Premises considered desirable in its sole judgment.

     12.8 Tenant's Property If Tenant abandons the Demised Premises, as defined
in Section 12.7(a) above, any property that Tenant leaves within or related to
the Demised Premises shall be deemed to have been abandoned and, without
liability to Tenant, may be disposed of in the trash or retained by Landlord as
the property of Landlord or disposed of at public or private sale, or placed at
the use of another occupant in the Building or the Complex or any subsequent
occupant in the Demised Premises, as Landlord sees fit in its sole discretion,
all at no cost or expense to Landlord or such other person permitted to use all
or a portion of Tenant's Property hereunder, or Landlord may store Tenant's
Property at a location selected by Landlord in its sole discretion at Tenant's
sole cost and expense. The proceeds of any public or private sale of Tenant's
Property shall be applied by Landlord against (i) the expenses of Landlord for
removal, storage or

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sale of the property; (ii) the arrears of Base Annual Rent, Additional Rent or
other sums then or thereafter payable under this Lease; and (iii) any other
damages to which Landlord may be entitled hereunder. At Landlord's option, at
any time during the Lease Term after default by Tenant, beyond the applicable
notice and cure periods, Landlord may require Tenant to forthwith remove
Tenant's Property from the Demised Premises. If Tenant vacates or abandons the
Demised Premises, as defined above, Landlord may transfer any of Tenant's
Property to creditors of Tenant, on presentation of evidence of a claim valid on
its face of ownership or of a security interest in any of Tenant's Property
abandoned in the Demised Premises or the Building, and Landlord may recover any
costs incurred by Landlord in doing so, all without incurring any liability to
Tenant.

     12.9  Intentionally Deleted.

     12.10 Injunctive Relief. In the event of a default by Tenant, beyond the
applicable notice and cure periods, of any of the covenants or provisions
hereof, Landlord shall have the right of injunction and the right to invoke any
remedy allowed at law or in equity as if re entry, summary proceedings and other
remedies were not herein provided; and in such event Landlord shall be entitled
to recover from Tenant, payable as Additional Rent hereunder, any and all
reasonable expenses as Landlord may incur in connection with its efforts to
secure such injunctive relief or other remedy at law or in equity, including all
costs and reasonable attorneys' fees.

     12.11 Independent Covenants. If Landlord shall commence any proceeding
based upon non-payment of Base Annual Rent, Additional Rent or any other sums of
any kind to which Landlord may be entitled or which it may claim hereunder,
Tenant will not interpose any counterclaim, set-off, recoupment or other defense
of any nature or description in any such proceeding. The parties hereto
specifically agree that Tenant's covenants to pay Base Annual Rent, Additional
Rent and any other sums required hereunder are independent of all other
covenants and agreements of Landlord herein contained; provided, however, that
this shall not be construed as a waiver of Tenant's right to assert such a claim
in any separate action brought by Tenant. Tenant further waives any right or
defense which it may have to claim a merger.

     12.12 Waiver of Redemption. Tenant hereby expressly waives any and all
rights of redemption granted by or under any present or future laws in the event
of Tenant being evicted or dispossessed for any cause, or in the event of
Landlord obtaining possession or a judgment for or other right to possession of
the Demised Premises and/or Tenant's Property by reason of the violation by
Tenant of any of the covenants and conditions of this Lease, or otherwise.

13.  SUBORDINATION

     13.1 Subordination. This Lease is subject and subordinate to all ground or
underlying leases and to all mortgages and/or deeds of trust and/or other
security interests (individually and collectively "mortgage") which may now or
hereafter affect the real property of which the Demised Premises form a part,
including all renewals, modifications, consolidations, replacements and
extensions thereof. This clause shall be self-operative and no further
instrument of subordination shall be required to effect this subordination.
Notwithstanding the foregoing, in confirmation of such subordination, Tenant
shall at Landlord's request execute and deliver to Landlord within ten (10)
business days after Landlord's request, any requisite or appropriate
certificate, subordination agreement or other document that may be reasonably
requested by Landlord or any other party requiring such certificate,
subordination agreement or document. If Tenant fails to execute such
certificate, subordination agreement or other document requested by Landlord or
other party within said ten (10) day period, Tenant by such failure irrevocably
constitutes and appoints Landlord as its special attorney-in-fact to execute
such certificate, subordination agreement or other document on Tenant's behalf,
the foregoing power-of-attorney being deemed to be coupled with an interest.
Notwithstanding the foregoing, any lessor under any ground or underlying lease
and the party secured by any mortgage affecting the real property of which the
Demised Premises are a part, or any renewal, modification, consolidation,
replacement or extension thereof, shall have the right to recognize this Lease
and, in the event of any cancellation or termination of such ground or
underlying lease, or any foreclosure under any mortgage, or any sale of the real
property at foreclosure sale, or any transfer of the real property by a deed in
lieu of foreclosure, this Lease shall continue in full force and effect at the
option of the lessor under such ground or underlying lease or, as applicable,
the party secured by such mortgage, or the purchaser at any foreclosure sale, or
the party taking the real property under a deed in lieu of foreclosure, such
party being hereby authorized by Tenant to exercise such option to cancel or
continue this Lease in such party's reasonable or unreasonable discretion.
Tenant hereby consents to the right of such party to effect the survival of this
Lease. Tenant agrees that neither the cancellation nor termination of any ground
or underlying lease, nor the foreclosure under any mortgage, nor the sale at
foreclosure, nor the transfer by a deed in lieu of foreclosure, shall, by
operation of law or otherwise, result in cancellation or termination of this
Lease or the obligations of Tenant hereunder, except in the sole option of the
party herein granted such option, which option may be exercised in said party's
reasonable or unreasonable discretion.

     13.2 Estoppel Certificates. Tenant shall execute and return within ten (10)
business days any certificate that Landlord may request from time to time,
stating that this Lease is unmodified and in full force and effect, or in full
force and effect as modified, and stating the modification. The certificate also
shall state (a) the amount of the monthly installment of Base Annual Rent and
Additional Rent and the dates to which such rent has been paid in advance; (b)
the amount of any security deposit or prepaid rent; (c) that, if true, there is
no present default on the part of Landlord nor is there in existence any
condition, event, act or omission which with the giving of notice and/or the
passage of time will constitute a default on the part of Landlord, or attach a
memorandum stating in detail the factual circumstances of such default and/or
the basis under the Lease for such default; (d) that, if true, Tenant has no
right to set-off or recoupment and no defense or counterclaim against
enforcement of its obligations under this Lease; (e) that, if true, Tenant has
no other notice of any sale, transfer or assignment of this Lease or of the
rentals; (f) that, if true, all Construction Improvements and other work and
improvements required of Landlord has been completed and that the Construction
Improvements and other work and improvements are complete and satisfactory; (g)
that, if true, Tenant is in full and complete possession of the Demised
Premises; (h) the date on which Tenant's rental obligations commenced (excluding
any periods of abatement) and the date to which such rent has been paid; (i)
that, if true, Tenant has not advanced any amounts to or on behalf of Landlord
which have not been reimbursed; j) that Tenant understands that this Lease has
been collaterally assigned to Landlord's mortgagee as security for a loan to
Landlord; (k) that Base Annual Rent and Additional Rent may not be prepaid more
than one (1) month in advance without the prior written approval of Landlord's
mortgagee; and (1) such other items as Landlord may reasonably request. Failure
to deliver the certificate within the aforesaid ten (10) business day period
shall be conclusive upon Tenant for the benefit of Landlord and any successor to
or mortgagee or assignee of Landlord that this Lease is in full force and effect
and has not been modified except as may be represented by the party requesting
the certificate. If Tenant fails to deliver the certificate within the aforesaid
ten (10) business day period, Tenant by such failure irrevocably constitutes and
appoints Landlord as its special attorney-in-fact to execute and deliver the
certificate to any third party, the foregoing power of attorney being deemed to
be coupled with an interest.

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     13.3 Attornment. Tenant covenants and agrees that, in the event any ground
lessor, lessor of any underlying lease or subsequent purchaser of the Building
so requests or in the event of any foreclosure under any mortgage, or any
renewal, modification, consolidation, replacement or extension thereof, or in
the event of a sale at foreclosure, or in the event of any acceptance of any
deed in lieu of foreclosure, which may now or hereafter affect the real property
of which the Demised Premises are a part, Tenant shall attorn to any ground
lessor, lessor of any underlying lease or subsequent purchaser of the Building
or to the party secured by such mortgage, or any renewal, modification,
consolidation, replacement or extension thereof, and to any purchaser at any
foreclosure sale or party taking a deed in lieu of foreclosure, and at the sole
option of such party, which option may be exercised in said party's reasonable
or unreasonable discretion, this Lease shall continue as a direct lease between
Tenant herein and such landlord or its successor. In any case, such landlord or
successor under such ground or underlying lease or such secured party or
purchaser at foreclosure sale or party taking a deed in lieu of foreclosure
shall not be bound by any prepayment on the part of Tenant of the Base Annual
Rent or Additional Rent for more than one month in advance, so that Base Annual
Rent and Additional Rent shall be payable under this Lease in accordance with
its terms, from the date of the termination or transfer of the ground or
underlying lease or the foreclosure under such mortgage, or the date of
foreclosure sale or transfer by deed in lieu of foreclosure, as if such
prepayment had not been made. Further, such landlord or successor in interest
shall not be liable for damages for any act or omission of Landlord or any prior
landlord or be subject to any recoupments, offsets, counterclaims or defenses
which Tenant may have against Landlord or any prior landlord. Tenant shall, upon
request of such landlord or successor landlord, execute and deliver an
instrument or instruments confirming Tenant's attornment.

     13.4 Mortgagee Rights.

          (a) Mortgagee Requirements. Tenant shall, at its own expense, comply
with all reasonable notices of Landlord's mortgagee or other financial
institution providing funds which are secured by a mortgage placed on the whole
or any part of the real property of which the Demised Premises are a part,
respecting all matters of occupancy, use, condition or maintenance of the
Demised Premises, provided the same shall not unreasonably interfere with the
conduct of Tenant's business nor materially limit or affect the rights of the
parties under this Lease. Tenant shall, if so directed by Landlord's mortgagee
or such other financial institution in writing, pay all Base Annual Rent,
Additional Rent and other sums owed to Landlord directly to such mortgagee or
other financial institution. Notwithstanding acceptance and execution of this
Lease by the parties hereto, the terms hereof shall be automatically deemed
modified, if so required, for the purpose of complying with or fulfilling the
reasonable requirements of any mortgagee or trustee named or secured by a
mortgage that may now or hereafter be placed upon or secured by the real
property of which the Demised Premises are a part or any part thereof, or any
other financial institution providing funds to finance or refinance the real
property of which the Demised Premises are a part; provided, however, that such
modification(s) shall not be in material derogation or diminution of any of the
rights of the parties hereunder, nor materially increase any of the obligations
or liabilities of the parties hereunder.

          (b) Notices to Mortgagee. Tenant agrees to give Landlord's mortgagee
and any trustee named or secured by a mortgage a copy of any notice of default
served upon Landlord by Tenant, provided that prior to such notice Tenant has
been notified in writing (by way of Notice of Assignment of Rents and Leases, or
otherwise) of the names and addresses of such mortgagees and trustees. Notice
shall be provided to the mortgagees and trustees in the manner prescribed in
Section 24. Tenant further agrees that if Landlord shall have failed to cure
such default within the cure period provided in this Lease, if any, then the
mortgagees and trustees shall have an additional thirty (30) days within which
to cure such default, or if such default cannot be cured within that time, then
such additional time as may be necessary if within such thirty (30) days such
mortgagee or trustee has commenced and is diligently pursuing the remedies
necessary to cure such default (including, but not limited to, commencement of
foreclosure proceedings if necessary to effect such cure), in which event Tenant
shall not pursue its remedies while such cure is being diligently pursued.

14.  TENANT'S HOLDOVER

     14.1 With Landlord Consent. If Tenant continues, with the knowledge and
written consent of Landlord obtained at least thirty (30) days prior to the
expiration of the Lease Term, to remain in the Demised Premises after the
expiration of the Lease Term, then Tenant shall, by virtue of said holdover
agreement, become a tenant from month-to-month at the rent stipulated by
Landlord in said consent, or if none is stipulated, at the monthly rate of Base
Annual Rent and Additional Rent last payable under this Lease (adjusted in
accordance with the provisions of this Lease as if the holdover period were
originally included herein), commencing said monthly tenancy with the first day
next following the end of the Lease Term. All other terms and conditions of this
Lease shall apply to any holdover period(s). Tenant shall give to Landlord at
least thirty (30) days written notice of any intention to quit the Demised
Premises. Tenant shall be entitled to thirty (30) days written notice from
Landlord to quit the Demised Premises, except in the event of nonpayment of the
monthly installment of Base Annual Rent and/or Additional Rent in advance or of
the breach of any other covenant, term or condition of this Lease by Tenant, in
which event Tenant shall not be entitled to any notice to quit, the usual thirty
(30) days notice to quit being hereby expressly waived by Tenant.

     14.2 Without Landlord Consent. In the event that Tenant, without the
written consent of Landlord, shall hold over beyond the expiration of the Lease
Term, then Tenant hereby waives all notice to quit and agrees to pay to Landlord
for the period that Tenant is in possession after the expiration of this Lease,
a monthly charge which is one and one-half times the total monthly installment
of Base Annual Rent and Additional Rent in effect during the last month of the
Lease Term. Tenant expressly agrees to reimburse, defend, indemnify and hold
Landlord and Landlord's Agent harmless from all direct loss and damages, which
Landlord or Landlord's Agent may incur in connection with or in defense of
claims by other persons or entities against Landlord, Landlord's Agent or
otherwise arising out of the holding over by Tenant, including without
limitation reasonable attorneys' fees which may be incurred by Landlord or
Landlord's Agent in defense of such claims. Acceptance of Base Annual Rent,
Additional Rent or any other sums due from Tenant hereunder or the performance
by Tenant of its obligations hereunder subsequent to the expiration of the Lease
Term, shall not constitute consent to any holding over. Landlord shall have the
right to apply all payments received after the expiration date of the Lease Term
toward payment for use and occupancy of the Demised Premises subsequent to the
expiration of the Lease Term and toward any other sums owed by Tenant to
Landlord, regardless of how such payment(s) may be designated by Tenant.
Landlord, at its option, may forthwith re-enter and take possession of the
Demised Premises by any legal process in force. Notwithstanding the foregoing,
if Tenant holds over, without Landlord's written consent, due to acts of God,
riot, or war, then such holdover shall be at the total monthly installment of
Base Annual Rent and Additional Rent applicable to the last month of the Lease
Term (adjusted in accordance with the provisions of this Lease as if

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the holdover period were originally included herein), for the duration of the
condition (but not to exceed ten (10) days), but such continued occupancy shall
not create any renewal of the term of this Lease nor shall it create a tenancy
from year-to-year, month-to-month, or otherwise, and Tenant shall be liable for
and shall indemnify, defend and hold harmless Landlord and Landlord's Agent
against any loss and damages suffered by Landlord or Landlord's Agent as
described above. Any holdover period during which the Landlord and Tenant are
negotiating the terms and conditions of any holdover tenancy, new lease or other
matter, and/or for which Landlord and Tenant have failed to reach an agreement
as to the rent to be paid during such holdover period, shall conclusively be
deemed to be a holdover without the consent of Landlord for the purpose of
determining the rental to be paid and the obligations to be performed by Tenant
during such period.

15.  SECURITY DEPOSIT

          Tenant shall deposit with Landlord or Landlord's Agent simultaneously
with the execution of this Lease, the amount stipulated in Section 1.6 as a
security deposit. Provided Tenant is not in default, beyond the applicable
notice and cure periods, in the payment of Base Annual Rent, Additional Rent or
any other charges due Landlord, and further provided the Demised Premises are
left in good condition, reasonable wear and tear excepted, as described in
Section 6.10, said deposit (which shall not bear interest to Tenant) shall be
returned to Tenant within thirty (30) days after the termination of this Lease.
Notwithstanding the foregoing, the full or partial return by Landlord to Tenant
of the security deposit shall at no time be deemed to constitute a waiver by
Landlord of any of Tenant's obligations under this Lease, nor an acknowledgment
by Landlord that any such obligations are limited to the amount, if any, of the
security deposit retained by Landlord. If Tenant is in default, beyond the
applicable notice and cure periods, or is otherwise indebted to Landlord
hereunder or if the Demised Premises are not left in good condition, or if
Tenant has failed or refused to remove Tenant's Property after Landlord's
request to do so, then the security deposit shall be applied to the extent
available on account of sums due Landlord or the cost of repairing damages to
the Demised Premises or to remove Tenant's Property. In the event the funds
deposited with Landlord as security are applied during the Lease Term on account
of sums due Landlord or to the cost of repairing damages or removing Tenant's
Property, then Tenant shall, within fifteen (15) days after demand by Landlord,
deposit with the Landlord additional funds to restore the security deposit to
its original amount. In the event of the sale or transfer of Landlord's interest
in the Building, Landlord shall transfer the security deposit to such purchaser
or transferee, and provided Landlord provides Tenant a receipt from the new
landlord acknowledging Tenant's security deposit. Tenant shall look only to the
new landlord for the return of the security deposit and Landlord shall thereupon
be released from all liability to Tenant for the return of such security
deposit.

16.  QUIET ENJOYMENT

          So long as Tenant shall observe and perform the covenants and
agreements binding on Tenant hereunder, Tenant shall at all times during the
term herein granted, peacefully and quietly have and enjoy possession of the
Demised Premises without any encumbrance or hindrance by, from or through
Landlord, except as provided for elsewhere under this Lease. Nothing in this
Section shall prevent Landlord from performing alterations, improvements or
repairs on other portions of the Building not leased to Tenant or from
performing alterations, improvements or repairs within the Demised Premises in
accordance with the provisions of this Lease, nor shall performance of
alterations, improvements or repairs by Landlord, Landlord's Agent or any other
tenant of the Building be construed as a breach of this covenant by Landlord.

17.  SUCCESSORS

          All rights, remedies and liabilities herein given to or imposed upon
either of the parties hereto, shall extend to their respective heirs, executors,
administrators, personal representatives, successors and assigns. This provision
shall not be deemed to grant Tenant any right to assign this Lease or to sublet
the Demised Premises.

18.  WAIVER OF JURY TRIAL AND STATUTE OF LIMITATIONS

          Landlord and Tenant (and any guarantors and other parties with
liability for the performance of any or all of Tenant's obligations hereunder,
as well as any subtenants, assignees and licensees of Tenant) hereby waive trial
by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other or in respect of any matter whatsoever arising
out of or in any way connected with this Lease, the relationship of Landlord and
Tenant hereunder, Tenant's use or occupancy of the Demised Premises, and/or any
claim of injury or damage. Tenant (and any guarantors and other parties with
liability for the performance of any or all of Tenant's obligations hereunder,
as well as any subtenants, assignees and licensees of Tenant) hereby agrees to
submit to the personal jurisdiction of any court of competent jurisdiction
within the state in which the Demised Premises are located.

19.  LIMITATION OF LANDLORD'S LIABILITY; NOTICE

     19.1 Intentionally Deleted.

     19.2 Individual Liability. Tenant acknowledges and agrees that the
liability of Landlord with respect to any claim arising out of, related to, or
under this Lease shall be limited solely to its interest in the Building. No
personal judgment shall lie against the Landlord nor any partner of a
partnership constituting Landlord (if Landlord is a partnership) nor any
shareholder of Landlord (if Landlord is a corporation), and none of the same
will be personally liable with respect to any claim arising out of or related to
this Lease. If the Landlord is a partnership, any deficit capital account of any
partner and any partner's obligation to contribute capital shall not be deemed
an asset of the partnership. In the event of sale or other transfer of the
Landlord's interest in the Demised Premises and/or Building, Landlord shall
thereupon and without further act by either party be deemed released from all
liability and obligations hereunder arising out of any act or omission relating
to the Demised Premises, the Building or this Lease, occurring subsequent to the
sale or other transfer. The provisions hereof shall inure to the benefit of
Landlord's successors and assigns, including any mortgagee or trustee under a
deed of trust. The foregoing provisions are not intended to relieve Landlord
from the performance of any of Landlord's obligations under this Lease, but only
to limit the personal liability of Landlord, and its partners or shareholders,
as the case may be; nor shall the foregoing be deemed to limit Tenant's rights
pursuant to this Lease to obtain injunctive relief or specific performance with
respect to any obligations of Landlord hereunder.

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     19.3 Notice in Event of Landlord's Default Notwithstanding anything to the
contrary in this Lease, in no event shall Landlord be deemed to be in default in
the performance of any covenant, condition or agreement herein contained unless
Tenant shall have given Landlord written notice of such default, and Landlord
shall have failed to cure such default within ten (10) days after such notice
(or if such default is of such nature that it cannot be completely cured within
said ten (10) days, if Landlord fails to commence to cure within said ten (10)
days and thereafter proceed with reasonable diligence and in good faith to
effect such cure).

20.  AUTHORITY

          Landlord and Tenant hereby covenant each for itself, that each has the
full right, power and authority to enter into this Lease upon the terms and
conditions herein set forth. If Tenant signs as a partnership, each of the
persons executing this Lease on behalf of Tenant does hereby covenant and
warrant that Tenant is a duly formed and validly existing partnership, qualified
to do business in the jurisdiction in which the Demised Premises are located,
and is in good standing, that the partnership has full right and authority to
enter into this Lease, and that each of the persons signing on behalf of the
partnership were authorized to do so.

21.  TENANT'S RESPONSIBILITY REGARDING HAZARDOUS SUBSTANCES

     21.1 Hazardous Substances. The term "Hazardous Substances", as used in this
Lease, shall include, without limitation, (a) "hazardous wastes", as defined by
the Resource Conservation and Recovery Act of 1976 as amended from time to time,
(b) "hazardous substances", as defined by the Comprehensive Environmental
Response Compensation and Liability Act of 1980, as amended from time to time,
(c) "toxic substances", as defined by the Toxic Substances Control Act, as
amended from time to time, (d) "hazardous materials", as defined by the
Hazardous Materials Transportation Act, as amended from time to time, (e) oil or
other petroleum products, (f) any substance whose presence could be detrimental
to the Building, its occupants or visitors, or the environment, (g) substances
requiring special handling, (h) flammables, explosives, radioactive materials,
asbestos, polychlorinated biphenlys (PCBs), chlorofluorocarbons, chemicals known
to cause cancer or reproductive toxicity, pollutants and contaminants, (i) any
infectious and/or hazardous medical waste as the same may be determined from
time to time, and (j) any other substances declared to be hazardous or toxic
under Laws (hereinafter defined) now or hereafter enacted or promulgated by any
Authorities (hereinafter defined).

     21.2 Tenant's Restrictions. Tenant shall not cause or permit to occur:

          (a) Violations. Any violation of any federal, state and local laws,
ordinances, regulations, directives, orders, notices and requirements now or
hereafter enacted or promulgated regulating the use, generation, storage,
handling, transportation, or disposal of Hazardous Substances ("Laws"), now or
hereafter enacted, related to environmental conditions on, under, or about the
Demised Premises, the Building and/or the Complex, or arising from Tenant's use
or occupancy of the Demised Premises, Tenant's Property, or Leasehold
Improvements, including, but not limited to, soil and ground water conditions;
and/or

          (b) Use. The use, generation, release, manufacture, refining,
production, processing, storage, or disposal of any Hazardous Substances on,
under, or about the Demised Premises, the Building and/or the Complex, or the
transportation to or from the Demised Premises of any Hazardous Substances,
without the prior written consent of Landlord, such consent to be granted or
withheld in Landlord's sole and absolute discretion, and, if granted, Tenant's
activities shall be in strict compliance with all Laws.

     21.3 Affirmative Obligations.

          (a) Compliance with Laws. Tenant shall, at Tenant's own expense,
comply with all Laws. Tenant shall, at Tenant's own expense, make all
submissions to, provide all information required by, and comply with all
requirements of all federal, state and local governmental and regulatory
authorities (the "Authorities") under the Laws. Tenant shall promptly provide
Landlord with a copy of all such submissions and information requests.

          (b) Clean-Up Plans. Should any Authority or any third party demand
that a removal or clean-up plan be prepared and that a removal or clean-up be
undertaken because of any deposit, spill, discharge, release, misuse,
prohibition on continued use, act or failure to act with respect to any
Hazardous Substances relating to, occurring on or arising out of Tenant's use or
occupancy of the Demised Premises, Tenant's Property or Leasehold Improvements,
then Tenant shall, at Tenant's own expense, prepare and submit the required
plans and all related bonds and other financial assurances, and Tenant shall
carry out all such removal and clean-up plans within the time limits set by any
Authority or other party. Tenant shall promptly provide Landlord with copies of
notices received from any Authority or third party, and of all removal and
clean-up plans, bonds, and related matters.

          (c) Information Requests. Tenant shall promptly provide all
information regarding the use, generation, storage, transportation or disposal
of Hazardous Substances that is required hereunder or is requested by Landlord.
If Tenant fails to fulfill any duty imposed under this Section 21 within a
reasonable time (or any shorter period of time if so required by any Authority),
Landlord may (but shall not be obligated to) do so and all costs associated
therewith shall constitute Additional Rent hereunder and shall be immediately
due and payable to Landlord, together with interest thereon calculated at the
rate of twelve percent (12%) per annum. In such case, Tenant shall cooperate
with Landlord in order to prepare all documents Landlord deems necessary or
appropriate to determine the applicability of the Laws to the Demised Premises,
Tenant's use thereof and Tenant's Property and Leasehold Improvements, and for
compliance therewith, and Tenant shall execute all documents promptly upon
Landlord's request. No such action by Landlord and no attempt made by Landlord
to mitigate damages under any Laws shall constitute a waiver of any of Tenant's
obligations under this Section 21.

     21.4 Intentionally Deleted.

     21.5 Survival of Obligations. Tenant's obligations and liabilities under
this Section 21, and the obligations of all guarantors and other parties with
liability for the performance of any or all of Tenant's obligations hereunder,
shall survive the expiration or earlier termination of this Lease.

22.  Intentionally Deleted.

                                       23

<PAGE>

23.  DEFINITIONS

     23.1 Pronouns. Feminine or neuter pronouns shall be substituted for those
of the masculine form, and the plural shall be substituted for the singular
number, in any place or places herein in which the context may require such
substitution or substitutions. Landlord and Tenant herein for convenience have
been referred to in the neuter form.

     23.2 Demised Premises. Wherever the word "premises" or the phrase "demised
premises" is used in this Lease, it shall refer to the Demised Premises
described in Section 1.1, unless the context clearly requires otherwise.

     23.3 Lease Term. Wherever the phrase "Lease Term" or the phrase "term of
this Lease" is used in this Lease, it shall refer to the Lease Term described in
Section 1.2(a) and any extensions and renewals thereof validly and timely
exercised by Tenant, unless the context clearly requires otherwise.

     23.4 Tenant's Property. "Tenant's Property" shall be defined to mean all of
Tenant's trade fixtures and all of Tenant's personal property, including, but
not limited to, all goods, wares, merchandise, inventory, furniture, machinery,
equipment, telecommunications and data transmission systems (and all their
components exclusive of wiring), business records, accounts receivables and
other personal property of Tenant in or about the Demised Premises or that may
be placed or kept therein during the Lease Term.

     23.5 Leasehold Improvements. "Leasehold Improvements" shall be defined to
mean all improvements installed or constructed within the Demised Premises
whether by or on behalf of either Landlord or Tenant (exclusive of Tenant's
trade fixtures), and as repaired, replaced, altered or improved from time to
time during the Lease Term, including without limitation, any partitions, wall
coverings, floors, floor coverings, ceilings, lighting fixtures, and telephone,
computer and/or data system wiring or other improvements.

24.  NOTICE TO PARTIES

     24.1 Addresses for Notices. All notices required or desired to be given
hereunder by either party to the other shall be in writing and personally
delivered or given by overnight express delivery service or by certified or
registered mail (delivery and/or postage charges prepaid) and addressed as
specified in Section 1.9. Either party may, by like written notice, designate a
new address to which such notices shall be directed.

     24.2 Effective Date of Notice. Notices personally delivered shall be deemed
effective upon delivery; notices by Fed Ex or equivalent service shall be deemed
effective upon the date of receipt or rejection by the addressee; notices sent
by certified or registered mail shall be deemed effective upon the earlier of
(i) the date of receipt or rejection by the addressee, or (ii) three (3) days
following the date of mailing (excluding Sundays and holidays on which mail is
not delivered by the United States Postal Service). Notwithstanding the
foregoing, any notice pertaining to a change of address of a party shall be
deemed effective only upon receipt or rejection by the party to whom such notice
is sent.

25.  NOTICE TO MORTGAGEES

          In addition to any notices required by Section 13.4, if any mortgagee
shall notify Tenant that it is the holder of a mortgage affecting the Demised
Premises and that it is requesting Tenant to provide the mortgagee with copies
of notices sent by Tenant to Landlord, no notice, request or demand thereafter
sent by Tenant to Landlord shall be effective unless and until a copy of the
same shall also be sent to such mortgagee in the manner prescribed in Section 24
and to such address as such mortgagee or trustee shall designate.

26.  SPECIAL PROVISIONS; EXHIBITS

     26.1 Incorporation in Lease. It is agreed and understood that any Special
Provisions and Exhibits referred to in Sections 1.10 and 1.11, respectively,
and attached hereto, form an integral part of this Lease and are hereby
incorporated by reference.

     26.2 Conflicts. If there is a conflict between a Special Provision hereto
and the Exhibits, Specific Provisions or General Provisions of this Lease, the
Special Provision shall govern. If there is a conflict between a Specific
Provision and the Exhibits or General Provisions of this Lease, the Specific
Provision shall govern. If there is a conflict between the Exhibits and the
General Provisions, the Exhibits shall govern.

27.  CAPTIONS

          All section and paragraph captions herein are for the convenience of
the parties only, and neither limit nor amplify the provisions of this Lease.

28.  ENTIRE AGREEMENT; MODIFICATION

          This Lease, all Exhibits, and the Specific and Special Provisions
incorporated herein by reference are intended by the parties as a final
expression of their agreement and a complete and exclusive statement of the
terms thereof, all negotiations, considerations and representations between the
parties having been incorporated herein. No course of prior dealings between the
parties or their officers, partners, employees, agents or affiliates shall be
relevant or admissible to supplement, explain or vary any of the terms of this
Lease, the Exhibits and the Specific and Special Provisions. Acceptance of, or
acquiescence in, a course of performance rendered under this or any prior
agreement between the parties, their agents or their affiliates shall not be
relevant or admissible to determine the meaning of any of the terms of this
Lease, the Exhibits and the Specific and Special Provisions. Tenant hereby
acknowledges that Landlord, Landlord's Agent and their respective agents and
employees made no representations, warranties, understandings or agreements
pertaining to the condition of the Building or the Demised Premises, or
otherwise, which have induced Tenant to execute, or have been relied upon by
Tenant in the execution of this Lease, other than those specifically set forth
herein. This Lease can be modified only by a writing signed by both parties
hereto. The language of this Lease shall in all cases be construed as a whole
and according to its fair meaning, and not strictly for or against either
Landlord or Tenant. The interpretation or construction of this Lease shall be
unaffected by any argument or claim, whether

                                       24

<PAGE>

or not justified, that this Lease has been prepared, wholly or in substantial
part, by or on behalf of Landlord or Tenant. Tenant acknowledges that it has
had, or has had the opportunity to have, legal counsel of Tenant's choice to
negotiate on behalf of (and/or explain to) Tenant the provisions of this Lease.
Any consent or approval required or desired of Landlord, or any decision under
this Lease committed to the discretion of Landlord hereunder, may be withheld,
delayed, conditioned or exercised by Landlord in its sole, absolute and
arbitrary discretion unless the provision of this Lease requiring such consent
or approval, or decision under this Lease committed to the discretion of
Landlord, expressly states that Landlord shall not withhold, delay, condition or
exercise such consent, approval or discretion unreasonably.

29.  GOVERNING LAW; SEVERABILITY

          This Lease shall be governed by and construed in accordance with the
laws of the jurisdiction where the Building is located. The unenforceability,
invalidity, or illegality of any provision herein shall not render any other
provision herein unenforceable, invalid, or illegal.

30.  BINDING EFFECT OF LEASE

          The submission of an unsigned copy of this document to Tenant for
examination or signature shall not constitute an option, reservation or offer to
lease space in the Building. This Lease shall become effective and binding only
upon execution and delivery by both Landlord and Tenant, and shall be
enforceable in accordance with its terms from and after the date this Lease is
fully executed and delivered by Landlord and Tenant.

31.  FORCE MAJEURE

          If Tenant is in any way delayed or prevented from performing any
non-monetary obligation due to fire, act of God, governmental act or failure to
act, labor dispute, inability to procure materials or any cause beyond Tenant's
reasonable control (whether similar or dissimilar to the foregoing named events)
(financial inability excepted), then the time for performance of such obligation
shall be excused for the period of such delay or prevention and extended for a
period equal to the period of such delay or prevention; provided, that this
Section shall not excuse Tenant from the prompt payment of any Base Annual Rent,
Additional Rent or any other charges payable by Tenant hereunder.

          If Landlord is in any way delayed or prevented from performing any
obligation due to fire, act of God, governmental act or failure to act, labor
dispute, inability to procure materials or any cause beyond Landlord's
reasonable control (whether similar or dissimilar to the foregoing named
events), then the time for performance of such obligation shall be excused for
the period of such delay or prevention and extended for a period equal to the
period of such delay or prevention.

32.  RECORDATION

          Neither this Lease nor a memorandum hereof shall be recorded by
Tenant. Any violation of this Section shall be a default hereunder and Tenant
agrees to pay all costs and expenses, including attorneys' fees, necessary to
remove this Lease or any memorandum hereof from record. Tenant irrevocably
constitutes and appoints Landlord as its special attorney-in-fact to prepare,
execute and record such instrument(s), the foregoing power of attorney being
deemed to be coupled with an interest.

33.  TIME OF ESSENCE

          Tenant acknowledges that time is of the essence in its performance of
any and all obligations, terms and provisions of this Lease.

34.  BROKERS AND COMMISSIONS

          Landlord and Tenant each hereby represents and warrants that, in
connection with this Lease, each did not retain, consult or deal with any broker
or real estate agent, salesperson or finder (other than Charles E. Smith Real
Estate Services L.P., Landlord's Agent, and Julien J. Studley, Inc., Tenant's
Agent), and there is no commission, charge, or other compensation due on account
thereof in regard thereto, excepting only Julien J. Studley, Inc. and Charles E.
Smith Real Estate Services L.P., both of whose commissions are the
responsibility of Landlord subject to a separate agreement. Each party hereto
shall indemnify and hold harmless the other (and Tenant shall also indemnify and
hold harmless Landlord's Agent) against and from any claims for brokerage or
other commissions by reason of a breach of the indemnifying party's foregoing
representation and warranty. Tenant shall pay, or upon demand reimburse Landlord
and Landlord's Agent for, all costs and expenses, including attorneys'fees,
necessary to remove from record any lien filed against the rents payable
pursuant to this Lease and/or against the Demised Premises and/or the Building,
by reason of a breach by Tenant of the foregoing representation and warranty.
The rights, obligations, warranties and representations in this Section shall
survive the expiration or sooner termination of the Lease Term.

35.  RELATIONSHIP OF LANDLORD AND TENANT

          Nothing in this Lease shall be interpreted or construed as creating
any partnership, joint venture, agency or any other relationship between the
parties, other than that of landlord and tenant.

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<PAGE>

36.  ACCRUAL OF RENT OBLIGATION

     36.1 Tenant shall be obligated for the payment of Base Annual Rent and
Additional Rent pursuant to Sections 1.3 and 1.5 on the Commencement Date,
regardless of any time required to construct, alter or redecorate the Demised
Premises to Tenant's requirements.

37.  REMODELING THE DEMISED PREMISES

     37.1 The Demised Premises shall be remodeled substantially in accordance
with plans to be approved by both Tenant and Landlord. Provided Tenant is not
then in monetary default of any of the terms or conditions of this Lease beyond
the applicable cure period, Landlord shall contribute to all costs of such
remodeling and the preparation of architectural, electrical and mechanical
working drawings, the sum of Three Hundred Ninety-Eight Thousand Two Hundred
Forty and 00/100 Dollars ($398,240.00) ("Landlord's Contribution"). Any costs in
excess thereof will be paid by Tenant. Provided Tenant is not then in monetary
default of any of the terms or conditions of this Lease, beyond the applicable
notice and cure periods, at Tenant's option, any unused portion of Landlord's
Contribution may be applied by Tenant toward the remodeling of space Tenant is
leasing in Reston Executive Center III or toward the cost of equipment,
furniture, moving or signs or toward Tenant's rent obligations hereunder,
apportioned equally and applied to monthly installments of Base Annual Rent over
the Lease Term. The reimbursement for non-construction costs will be as
described below. Any restriction on Landlord's contribution as a result of a
Tenant default shall be eliminated when such default is cured by Tenant.

     37.2 Tenant shall select its own contractors to remodel all of the Demised
Premises, subject to Landlord's reasonable approval of said contractors and the
working drawings. Smith Management Construction, Inc. shall be included among
the potential general contractors. Tenant shall submit to Landlord for
Landlord's approval the qualifications of Tenant's intended contractors and the
working drawings. Tenant's contractors' work shall be performed in accordance
with Section 6.4 and shall be under the supervision and control of Landlord or
its designated agent with respect to permitted use of elevators, approval of
plans, inspection by governmental authorities, and work that will or may affect
the Systems. Tenant shall provide Landlord with approved invoices for such
remodeling work from Tenant's contractors or vendors and all legally required
building inspection approvals and certificates of occupancy. Provided Tenant is
not then in monetary default of any of the terms or conditions of this Lease
beyond the applicable notice and cure periods, and provided that executed waiver
of lien forms have been received by Landlord from all of Tenant's contractors
and their subcontractors to the extent of invoices submitted, Landlord shall
then pay, within thirty (30) days, such Tenant-approved invoices, which payment,
when added to amounts payable to Landlord and/or its contractors, if any, does
not exceed Landlord's Contribution.

38.  PARKING

     38.1 Provided Tenant is not then in default, beyond the applicable notice
and cure periods, of any of the terms or conditions of this Lease, the Base
Annual Rent stipulated herein includes parking for up to one hundred thirty-five
(135) automobiles of Tenant or Tenant's employees in the garage of the Building,
of which seven (7), in locations as mutually agreed by Landlord and Tenant,
shall be marked "Reserved" for Tenant's use.

                                       26

<PAGE>

39.  RENEWAL OPTION

     39.1 Provided that Tenant has not been in default, beyond the applicable
notice and cure periods, of any of the terms and conditions of this Lease at any
time during the twelve (12) months before the date Tenant gives written notice
as provided below and thereafter through the commencement date of the extended
term, and further provided that Tenant gives nine (9) months prior written
notice to Landlord before the expiration of the existing term, time being of the
essence, Tenant shall have the right to extend the term of this Lease for a
further term of Five (5) years. Such extension shall be under the terms,
covenants and conditions, including the fair market value base annual rent then
in effect as of the commencement of the extended lease term, and an agreed-upon
formula for additional rent, both of which shall be agreed to by the parties.
Tenant's rights under this Section shall be contingent on Tenant occupying a
substantial portion (51% or more) of the Demised Premises on the date Tenant
gives written notice as provided above and on the commencement date of the
extended term.

     39.2 If Landlord and Tenant fail to agree on such new terms, covenants and
conditions, including the fair market value base annual rent and a formula for
additional rent for the extended term, within thirty (30) days after Tenant's
notice, each shall appoint, at its own expense, a member of the Washington D.C.
Association of Realtors who is knowledgeable in office rentals. These appointees
shall appoint a third person with the same qualifications. The cost of the third
appointee shall be borne equally by Landlord and Tenant. Each appointee shall
determine the fair market value base annual rent for the Demised Premises for
the extended Term. The average of the three figures arrived at by the appointees
for the fair market value base annual rent for the extended Term shall be used
as the base annual rent for the extended term. The appointees shall also agree
upon a formula for calculating additional rent payable during the extended term.
If they cannot agree on a formula by the time the base annual rent for the
extended term is determined, the formula for Additional Rent in this Lease for
the initial Lease Term shall be used.

40.  FAIR MARKET VALUE RENT

     40.1 For the purposes of determining the base annual rent rate and
additional rent rate for the Renewal Option and Right of First Offering in
Sections 39 and 43, respectively, "fair market value" shall be defined as the
rent stipulated in leases signed within twelve (12) months prior to beginning of
the renewal term (or, as applicable, the lease period for the additional space),
for a term comparable to that of the renewal term (or, as applicable, the lease
period for the additional space), for space of a size close to that of the
Demised Premises (or, as applicable, the additional space), with comparable
finish and quality, in buildings of comparable size, quality, age, and location
in Reston, Virginia. "Fair market value" shall reflect any landlord concessions
such as rent waivers, annual escalations, pass-throughs, limitations on
escalations and pass-throughs, cash contributions and brokerage commissions. In
determining the "fair market value", it shall be assumed that such concessions
are to be provided to Tenant in a manner consistent with the then-prevailing
practices in buildings managed by Landlord's Agent.

41.  BUILDING DIRECTORY

     41.1 Landlord shall maintain in the lobby of the Building a directory board
which shall include the name of Tenant and, subject to the limitations set forth
in Section 4.1, any other names reasonably requested by Tenant. Space on the
directory board shall be allocated to Tenant in proportion to the square footage
of office space leased by Tenant in the Building pursuant to this Lease.

                                       27

<PAGE>

42.  EXTERIOR SIGNAGE

     42.1 Provided Tenant is leasing, pursuant to a direct lease with Landlord,
a minimum of 39,824 square feet of office space in the Building at all times
during the Lease Term, and further provided Tenant is not in default of any of
the terms or conditions of this Lease, beyond the applicable notice and cure
periods, then Tenant shall have the right to install signage on the Building's
exterior bearing the name and/or logo of Tenant's organization. Tenant and
Landlord shall mutually agree on the specific location, size, design and manner
of installation of such signage. In addition, Tenant shall be allowed to post
elevator lobby signage on each floor occupied in part or in whole by Tenant. All
such signage shall comply with applicable law and be installed, maintained,
repaired, insured and, upon the expiration or earlier termination of the Lease
Term, removed at Tenant's sole expense. Landlord hereby approves Tenant's name
signage as currently installed on the exterior of the Building.

43.  RIGHT OF FIRST OFFERING

     43.1 If before the last twelve (12) months of the Lease Term, the existing
tenant(s) occupying space on any floor of the Building (a) elect(s) to vacate
such space and its (their) lease agreement(s) is (are) terminated, or (b) do(es)
not enter into a new lease agreement or (c) do(es) not exercise any extension or
renewal rights under its (their) existing lease(s), and (d) no other tenant(s)
in the Building shall have previously been granted an option or prior right of
first offering on such block of space, and such block of space thereby becomes
available, then within a reasonable period of time after Landlord is notified by
the existing tenant occupying such block of space that such block of space will
become available, Landlord shall first offer the entire block of space to Tenant
in writing at the fair market base annual rent and additional rent in effect at
the time such space becomes available, and on such other terms and conditions as
are acceptable to Landlord. Tenant shall have ten (10) days in which to accept
in writing Landlord's offer for the entire block of space, time being of the
essence. If Tenant fails to accept Landlord's offer within the time specified,
Landlord shall have no further obligation to Tenant with respect to any of such
space. In the event Tenant accepts Landlord's offer for the entire block of
space within the time specified, Tenant agrees to accept the space in its "as
is" condition at the time the previous occupant vacates and shall be obligated
for the payment of base annual rent and additional rent from the date following
the day such space is vacated, regardless of any time required to construct,
alter or redecorate the space to Tenant's requirements. Tenant shall execute an
amendment to this Lease evidencing the terms and conditions for the leasing of
this additional space. Landlord makes no representation that any carpeting or
special improvements present in the additional space prior to the time the
previous occupant vacates the space will remain for Tenant's use. This right of
first offering shall not apply to any block of space which is offered for sublet
or assignment by the existing tenant thereof, nor shall it apply to any block of
space re-leased by the existing tenant thereof by renewal, extension or
renegotiation. This right of first offering is contingent on Tenant not having
been in default, beyond the applicable notice and cure periods, of any of the
terms or conditions of this Lease at the time before the time of Landlord's
offer, Tenant's acceptance of Landlord's offer and thereafter through the date
on which the term of the additional space commences, and is further contingent
on Tenant being in substantial (51% or more) occupancy of the Demised Premises
at each such point in time. Notwithstanding the foregoing, Landlord shall have
no liability whatsoever for failing to notify or advise Tenant of the
availability of any space pursuant to this provision and Tenant hereby waives
all legal and equitable rights with respect hereto.

                                       28

<PAGE>

44.  NONDISTURBANCE

     44.1 Notwithstanding anything to the contrary in Section 13, Landlord
agrees to use reasonable efforts to obtain a nondisturbance agreement from
existing mortgagees and any trustee named or secured by a mortgage, and from any
existing ground lessor, granting unto Tenant, as long as Tenant is not in
default, beyond the applicable notice and cure periods, under this Lease, the
right to continue peacefully in possession of the Demised Premises in the event
of foreclosure under any existing mortgage or deed of trust, sale at
foreclosure, acceptance of any deed in lieu of foreclosure or termination of
any existing ground lease. Such agreement shall be contingent upon Tenant's
agreement to attorn to and recognize any purchaser at any foreclosure sale, any
party taking by deed in lieu of foreclosure, any subsequent ground lessor, and
their successors and assigns, as the successor-in-interest to Landlord in the
event of foreclosure, sale at foreclosure, acceptance of deed in lieu of
foreclosure or termination or transfer of such ground lease.

45.  LETTER OF CREDIT

     45.1 Notwithstanding anything to the contrary in Section 15 of the Lease,
the amount stipulated in Section 1.6 of this Lease as a security deposit less
Tenant's existing security deposit, which will be transferred to this Lease,
shall be in the form of an irrevocable and unconditional letter of credit from a
Washington, D.C., area bank and in a form reasonably acceptable to Landlord. If
the letter of credit would expire during the Lease Term, Tenant shall replace
the letter of credit at least thirty (30) days prior to its expiration. If
Tenant has not, at least thirty (30) days prior to the expiration of the letter
of credit, delivered a replacement letter of credit having an expiration date at
least six months later, Landlord may convert any letter of credit then held by
Landlord into a cash deposit in the full amount thereof. If Tenant is in
default, beyond the applicable notice and cure periods, or if the pre-conditions
set forth in Section 15 are not met, then the letter of credit shall be
converted into a cash deposit and applied to sums due Landlord. If Tenant is not
in default, beyond the applicable notice and cure periods, and the
pre-conditions set forth in Section 15 are met, any letter of credit then held
by Landlord shall be cancelled within thirty (30) days after the expiration or
earlier termination of this Lease.

                            Reduction Amount   Balance Remaining
                            ------------------------------------

Lease Execution                           --   $      440,000.00
End of First Lease Year     $      63,600.00   $      376,400.00
End of Second Lease Year    $      63,600.00   $      312,800.00
End of Third Lease Year     $      63,600.00   $      249,200.00
End of Fourth Lease Year    $      63,600.00   $      185,600.00
End of Fifth Lease Year     $      63,600.00   $      122,000.00
End of Sixth Lease Year     $           0.00   $      122,000.00
End of Seventh Lease Year   $           0.00   $      122,000.00
End of Eighth Lease Year    $           0.00   $      122,000.00
End of Ninth Lease Year     $           0.00   $      122,000.00
End of Tenth Lease Year     $           0.00   $      122,000.00

46.  EXCESS ELECTRICAL CONSUMPTION

     46.1 Landlord acknowledges that Tenant has three (3) Liebert air
conditioning units on the fifth (5/th/) floor which consume excess electricity.
Landlord will not separately charge Tenant for such consumption.

47.  EXECUTION OF DOCUMENT

     47.1 In the event Tenant does not execute and return this document by the
close of business on June 14, 2001, then Landlord may market the subject space
to others without further notice to Tenant.

                                       29

<PAGE>

                                    EXHIBIT C

                         BUILDING RULES AND REGULATIONS

1.   Tenant shall not obstruct or interfere with the rights of other tenants of
     the Building or the Complex, or of persons having business in the Building
     or the Complex, or in any way injure or annoy such tenants or persons.
     Tenant will not conduct any activity within the Demised Premises which will
     create excessive traffic or noise anywhere in the Building or the Complex.
     Tenant shall not bring or keep within the Building any animal, bicycle,
     motorcycle, or type of vehicle except as required by law.

2.   Tenant shall promptly report to Landlord's Agent all accidents and
     incidents occurring on or about the Demised Premises, the Building and/or
     the Complex which involve or relate to the security and safety of persons
     and/or property.

3.   Tenant shall use and occupy the Demised Premises only for the purposes
     specified in Section 1.8 of the Lease and for no other purpose whatsoever,
     and shall comply, and cause its employees, agents, contractors, invitees
     and other users of the Demised Premises to comply, with applicable zoning
     and other municipal regulations, including but not limited to smoking
     regulations. Canvassing, soliciting and peddling in the Building or
     anywhere in the Complex are prohibited, and Tenant shall cooperate to
     prevent such activities.

4.   All office equipment and any other device of any electrical or mechanical
     nature shall be placed by Tenant in the Demised Premises in settings
     approved by Landlord, so as to absorb or prevent any vibration, noise, or
     annoyance. Tenant shall not construct, maintain, use or operate within the
     Demised Premises or elsewhere in the Building or outside of the Building
     any equipment or machinery which produces music, sound or noise, which is
     audible beyond the Demised Premises. Tenant shall not cause objectionable
     noises, vibrations or odors within the Building.

5.   Tenant shall not deposit any trash, refuse, cigarettes, or other substances
     of any kind within or out of the Building, except in the refuse containers
     provided therefor. No material shall be placed in the trash boxes or
     receptacles if such material is of such nature that it may not be disposed
     of in the ordinary and customary manner of removing and disposing of office
     building trash and garbage without being in violation of the Lease or any
     law or ordinance governing such disposal. Tenant shall be charged the cost
     of removal for any items left by Tenant that cannot be so removed. All
     garbage and refuse disposal shall be made only through entry ways and
     elevators provided for such purposes and at such times as Landlord shall
     designate. Tenant shall not introduce into the Building any substance which
     might add an undue burden to the cleaning or maintenance of the Demised
     Premises or the Building. Tenant shall exercise its best efforts to keep
     the sidewalks, entrances, passages, courts, lobby areas, garages or parking
     areas, elevators, escalators, stairways, vestibules, public corridors and
     halls in and about the Building (hereinafter "Common Areas") clean and free
     from rubbish. Tenant shall not cause any unnecessary labor by reason of
     Tenant's carelessness or indifference in the preservation of good order and
     cleanliness.

6.   Tenant shall use the Common Areas only as a means of ingress and egress,
     and Tenant shall permit no loitering by Tenant's agents, employees,
     visitors or invitees upon Common Areas or elsewhere within the Building.
     Tenant shall comply, and cause its employees, agents, contractors, invitees
     and other users of the Demised Premises to comply, with all rules and
     regulations adopted by Landlord governing the use of the Common Areas. The
     Common Areas and roof of the Building are not for the use of the general
     public, and Landlord shall in all cases retain the right to control or
     prevent access thereto by all persons whose presence, in the judgment of
     Landlord, shall be prejudicial to the safety, character, reputation or
     interests of the Building and its tenants. Tenant shall not enter or
     install equipment in the mechanical rooms, air conditioning rooms,
     electrical closets, janitorial closets, or similar areas or go upon the
     roof of the Building without the prior written consent of Landlord. Tenant
     shall not install any radio or television antenna, loudspeaker, or other
     device on the roof or exterior walls of the Building. Tenant shall not, nor
     shall Tenant's agents, employees or contractors, enter or install equipment
     in or at the equipment room(s) or closet(s), inside telecommunications
     and/or data transmission wire space and/or conduits or the telephone wire
     demarcation point in the Building without Landlord's prior consent.

7.   Without limitation upon any of the provisions of the Lease, Tenant shall
     not mark, paint, drill into, cut, string wires within, or in any way deface
     any part of the Building, without the prior written consent of Landlord,
     and as Landlord may direct. Upon removal of any wall decorations or
     installations or floor coverings by Tenant, any damage to the walls or
     floors shall be repaired by Tenant at Tenant's sole cost and expense.
     Tenant shall not lay linoleum or similar floor coverings so that the same
     shall come into direct contact with the floor of the Demised Premises and,
     if linoleum or other similar floor covering is to be used, an interlining
     of builder's deadening felt shall be first affixed to the floor, by a paste
     or other materials soluble in water. The use of cement or other similar
     adhesive material is expressly prohibited. Floor distribution boxes for
     electric and telephone wires must remain accessible at all times.

8.   Tenant shall not install or permit the installation of any awnings, shades,
     mylar films or sunfilters on windows. Tenant shall cooperate with Landlord
     in obtaining maximum effectiveness of the cooling system of the Building by
     closing drapes and other window coverings when the sun's rays fall upon
     windows of the Demised Premises. Tenant shall not obstruct, alter or in any
     way impair the efficient operation of the Systems, nor shall Tenant tamper
     with or change the setting of any thermostat or temperature control valves
     in the Building (this is not applicable in VAV buildings). Tenant shall not
     cover induction units.

                                    Exh. C-1

<PAGE>

9.   Tenant shall not use the washrooms, restrooms and plumbing fixtures of the
     Building, and appurtenances thereto, for any purpose other than the purpose
     for which they were constructed, and Tenant shall not deposit any
     sweepings, rubbish, rags, or toxic or flammable products, or other improper
     substances, therein. Tenant shall not waste water by interfering or
     tampering with the faucets or otherwise. If Tenant or Tenant's employees,
     agents, contractors, jobbers, licensees, invitees, guests or visitors cause
     any damage to such washrooms, restrooms, plumbing fixtures or
     appurtenances, such damage shall be repaired at Tenant's expense, and
     Landlord shall not be responsible therefor.

10.  Subject to applicable fire or other safety regulations, all doors opening
     onto Common Areas and all doors upon the perimeter of the Demised Premises
     shall be kept closed and, during non-business hours, locked, except when in
     use for ingress or egress. If Tenant uses the Demised Premises after
     regular business hours or on non-business days, Tenant shall lock any
     entrance doors to the Building or to the Demised Premises used by Tenant
     immediately after using such doors. Tenant shall cooperate with energy
     conservation by limiting use of lights to areas occupied during
     non-business hours.

11.  Employees of Landlord shall not receive or carry messages for or to Tenant
     or any other person, nor contract with nor render free or paid services to
     Tenant or Tenant's employees, contractors, jobbers, agents, invitees,
     licensees, guests or visitors. In the event that any of Landlord's
     employees perform any such services, such employees shall be deemed to be
     the agents of Tenant regardless of whether or how payment is arranged for
     such services, and Tenant hereby indemnifies and holds Landlord harmless
     from any and all liability in connection with any such services and any
     associated injury or damage to property or injury or death to persons
     resulting therefrom.

12.  All keys to the exterior doors of the Demised Premises shall be obtained by
     Tenant from Landlord, and Tenant shall pay to Landlord a reasonable deposit
     determined by Landlord from time to time for such keys. Tenant shall not
     make duplicate copies of such keys. Tenant shall, upon the termination of
     its tenancy, provide Landlord with the combinations to all combination
     locks on safes, safe cabinets, and other key-controlled mechanisms therein,
     whether or not such keys were furnished to Tenant by Landlord. In the event
     of the loss of any key furnished to Tenant by Landlord, Tenant shall pay to
     Landlord the cost of replacing the same or of changing the lock or locks
     opened by such lost key if Landlord shall deem it necessary to make such a
     change. The word "key" as used herein shall refer to keys, keycards, and
     all such means of obtaining access through restricted access systems.

13.  No signs, advertisements or notes shall be painted or affixed on or to any
     windows, doors or other parts of the Building visible from the exterior
     (other than as expressly permitted by the terms of the Lease), or to any
     Common Area or public area of the Building.

14.  Landlord will provide and maintain a directory board for the Building, in
     the main lobby of the Building, and no other directories shall be allowed.

15.  All contractors, contractors' representatives and installation technicians
     tendering any service to Tenant shall be referred by Tenant to Landlord for
     Landlord's supervision, approval and control before the performance of any
     contractual service. This provision shall apply to all work performed in
     the Building.

16.  After initial occupancy, movement in or out of the Building of furniture or
     office equipment, or dispatch or receipt by Tenant of any bulky material,
     merchandise or material which requires use of elevators shall be restricted
     to the use of freight elevators only. Absolutely no carts or dollies are
     allowed through the main entrances or on passenger elevators. All items not
     hand carried must be delivered via the appropriate loading dock and freight
     elevator, if any.

17.  No portion of the Demised Premises shall at any time be used or occupied as
     sleeping or lodging quarters.

18.  Landlord shall have the power to prescribe the weight and position of safes
     and other heavy equipment, which shall in all cases, to distribute weight,
     stand on supporting devices approved by Landlord. All damages done to the
     Building by taking in or putting out any property of Tenant, or done by
     Tenant's Property while in the Building, shall be repaired at the expense
     of Tenant.

19.  For purposes hereof, the terms "Landlord", "Landlord's Agent", "Tenant",
     "Complex", "Building", "Demised Premises", "Tenant's Property" and
     "Systems" are defined in the Lease to which these rules and regulations are
     attached. Wherever these terms appear in the rules and regulations they
     shall have the same meaning as defined in the Lease.

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

                                    Exh. C-2

<PAGE>

                                   EXHIBIT "D"
                      MINIMUM CLEANING SERVICES BY LANDLORD
                      -------------------------------------

A.   DAILY - Monday through Friday, except legal holidays.

     1.   Empty waste baskets, clean ashtrays.

     2.   Dust accessible areas of desk tops.

     3.   Vacuum carpet in all areas of the Demised Premises.

     4.   Mop spillages on tile floors.

     5.   Clean lavatories and replace supplies.

     6.   Dust and mop kitchens within the Demised Premises, provided that
          Tenant shall be responsible for the cleaning of any dishes, glasses or
          utensils in the kitchen areas. Tenant shall maintain any coffee pots
          and utensils located in the Demised Premises.

B.   WEEKLY

     1.   Dust accessible areas of furniture, convectors and other furnishings.

     2.   Clean glass in doors and partitions.

C.   MONTHLY

     1.   Mop and buff tile floors.

     2.   Dust venetian blinds, window frames and exterior of lighting fixtures.

     3.   Spot clean walls.

     4.   Clean telephones.

D.   QUARTERLY

     1.   Clean and refinish tile floors where necessary.

     2.   Clean baseboards.

E.   SEMI-ANNUALLY

     1.   Wash windows.

F.   ANNUALLY

     1.   Wash light fixtures and lenses.

     2.   Clean venetian blinds.

NOTE:     Cleaners will not move papers or other materials from surfaces to be
          cleaned, dusted or vacuumed. Trash not in wastebaskets should be
          clearly marked "TRASH". Cleaning of private kitchens and baths is the
          responsibility of the Tenant.

<PAGE>

                                   EXHIBIT "G"
                                   -----------

     The "Rentable Area" of the Building and the Demised Premises shall be
determined by Landlord's architect and as used herein shall refer to

     (a)  in the case of a single tenancy floor, all floor area measured from
the inside dominant surface of the opposite outer wall excluding outer glass or
finished column wall of the Building to the inside dominant surface of the
opposite outer wall excluding only the areas ("service areas") within the
outside walls which are major vertical penetrations used for building stairs,
fire towers, elevator shafts, flues, vents, stacks, pipe shafts and vertical
ducts but including columns or projections necessary to the Building and any
such service area penetrations under 64 square inches and any such service areas
which are for the specific use of the particular tenant such as special stairs,
dumbwaiters, lifts, or elevators plus any areas exclusively serving only that
floor or tenant, such as elevator lobbies, public corridors, toilets, janitors'
closets, electrical closets, mechanical spaces, telephone closets, etc., plus an
allocation of the square footage of the Building's elevator rooms and main
mechanical and electrical rooms, management office, atriums, the main floor
lobby areas, and other areas necessary to provide customary services to the
Building. And

     (b)  in the case of a floor to be occupied by more than one (1) tenant, all
floor areas within the inside dominant surface of the outer glass or finished
column walls enclosing the Demised Premises and measured to the mid-point of the
wall separating areas leased by or held for lease to other tenants or from areas
devoted to corridors, elevator lobbies, rest rooms, mechanical rooms, janitors'
closets, and other similar facilities for the use of all tenants on the
particular floor (hereinafter called "common areas"), but including a
proportionate part of the common areas located on such floor based upon the
ratio which the tenant's Rentable Area (excluding common areas) on such floor
bears to the aggregate Rentable Area (excluding common areas) on such floor plus
an allocation of the square footage of the Building's elevator rooms and main
mechanical and electrical rooms, management office, atriums, the main floor
lobby areas, and other areas necessary to provide customary services to the
Building. No deductions from Rentable Area shall be made for columns or
projections necessary to the Building or for service area penetrations under 64
square inches within the Demised Premises, or for any such service areas which
are for the specific use of the particular tenant such as special stairs,
dumbwaiters, lifts or elevators, or for any areas serving exclusively that
tenant, such as toilets, janitors' closets, electrical closets, mechanical
spaces, telephone closets, etc.