<PAGE>
                                                                    EXHIBIT 10.3

                   [LETTERHEAD OF ALLIANCE BUSINESS CENTERS]

                          LEASE AND SERVICE AGREEMENT

This Agreement is made this 14th day of November, 1997, by and between ALLIANCE 
Business Centers, 2 Wisconsin, Inc., d/b/a ALLIANCE Business Centers ("Lessor")
                                     -------------------------------
having offices known and numbered as Suite 700 (the "Facility") in the building 
located at 2 Wisconsin Circle, Chevy Chase, MD 20815 (the "Building") and 
Affiliate Enterprises, Inc., ("Lessee") a Delaware corporation, with an address 
of 2 Wisconsin Circle, Suite 700, Chevy Chase, MD 20815. The parties for 
themselves, their heirs, legal representatives, successors and assigns, agree as
follows:

     1. Demise and Description of Property.
        -----------------------------------

     a. Lessor leases to Lessee and Lessee leases from Lessor, the             
"Premises" (defined below), being a subpart of Lessor's total leased Facility 
space, for the term and subject to the conditions and covenants hereinafter set 
forth and to all encumbrances, restrictions, zoning laws, regulations or 
statutes affecting the Building, Facility or Premises.

     b. The Premises consists of Facility office space number(s) #725, 
726A/B, 727/728, 729 and 730 as shown in the floor plan annexed hereto. Lessor 
hereby grants Lessee the privilege to use in common with other lessees and 
parties that Lessor may designate certain office amenities located in the 
Facility; the use of all of which are subject to such reasonable rules and 
regulations as Lessor currently has in place and may adopt from time to time. 
The amenities are more particularly described in attached Exhibit "A." "The 
Operating Standards" as presently in place and governing the use of the Premises
and the Facility are attached in Exhibit "B".

     2. Use.
        ----

     a. The Premises shall be used by Lessee solely for Media Development and 
such other normally incident uses and for no other purpose, in strict accordance
with the Operation Standards. Additionally, Lessee shall not offer at the 
Premises any services which Lessor provides to its lessees, including, but not 
limited to those amenities or services described in attached Exhibit "A". In the
event Lessee breaches any provision of this paragraph, Lessor shall be entitled 
to exercise any rights or remedies available to the Lessor pursuant to this 
Agreement together with such other rights and remedies as the Lessor may 
otherwise have and choose to exercise.

     b. Lessee shall not make nor permit to be made any use of the Premises 
which would violate any of the terms of this Agreement or which, directly or 
indirectly, is forbidden by statute, ordinance or government regulations, which 
may be dangerous to life, limb or property, which may invalidate or increase the
premium of any policy of insurance carried on the Building or on the Facility, 
which will suffer or permit the Premises to be used in any manner or anything to
be brought into or kept there which, in the sole judgment of Lessor, shall in 
any way impair or tend to impair the high quality character, reputation or 
appearance of the Building or the Facility, or which may or tend to impair or 
interfere with any services performed by Lessor for Lessee or for others.

     3. Term.
        -----

     a. The term of this Agreement shall be for a period of twelve months, 
commencing 9:00 a.m. on the 1st day of January, 1998, and ending 5:00 p.m. on 
the 31st day of December, 1998, unless renewed as provided in paragraph "3(b)" 
herein.

     b. Upon the ending term date set forth herein or any extension thereof, the
Agreement shall be extended for the same period of time as the initial term and 
upon the same terms and conditions as herein contained except for the amount of 
base rental charges, which shall each be increased by ten percent (10%), unless 
either party notifies the other in writing by certified or registered mail, 
return receipt requested, or delivered by hand that the Agreement shall not be 
extended within the period hereinafter specified or automatically renewed. If 
Lessee has less than three offices, such notice shall be given at least 60 days 
prior to the expiration date of this Agreement. If Lessee has three or more 
offices, such notice shall be given at least 90 days prior to the expiration 
date of this Agreement.

     c. In the event the entire Premises or the Facility are damaged, destroyed 
or taken by eminent domain or acquired by private purchase in lieu of eminent 
domain so as to render the Premises fully untenantable and unrestorable in 
Lessor's sole judgment, then within 90 days thereafter by written notice to the 
other party, either party shall be able to terminate this Agreement, which will 
terminate as of the date thereof.

     4. Rent.
        -----

     a. For and during the term of this Agreement, Lessee shall pay Lessor as 
rent for the Premises a annual total rental of $101,304.00, payable in equal 
monthly installments of $8442.00, each payable in advance of the first day of 
each calendar month after the commencement of the term, or a daily prorated 
amount for any partial calendar month during the term. If any payment of rent or
other charges due under this Agreement is not received within five (5) calendar 
days after its due date, the Lessee will also pay, as additional rent, a late 
payment charge which shall be an amount equal to 10% of any amount owed to 
Lessor or $50 whichever is greater.

b.      It is additionally specifically covenanted and agreed that the financial
terms of this Agreement are strictly confidential and Lessee agrees not to 
knowingly or willfully divulge this information to or any other Lessee or 
potential Lessee of Lessor. Any such disclosure by the Lessee of the financial 
terms of this Agreement as set forth herein above, shall constitute a material 
breach of this Lease.

        c. The first such payment of rental as well as the payment of the 
Deposit as set forth in below shall be paid by Lessee simultaneously with 
execution of this Agreement. Should the Lessee fail to make such payment prior 
to the commencement of the term of


                                       1      /s/RJW Initials    /s/RJW Initials
                                              -------            -------
                                                       /s/ LS
                                                       ------
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     c.   The first such payment of rental as well as the payment of the Deposit
as set forth in below shall be paid by Lessee simultaneously with execution of 
this Agreement. Should the Lessee fail to make such payment prior to the 
commencement of the term of this Agreement, then, at Lessor's sole option, the 
Agreement shall be null and void and of no further effect.
     d.   The rental payable during the term of this Agreement shall be 
increased on the first day of the month following notification of any rental 
increase (however designated) which the Lessor might receive from the Lessor's 
over-landlord ("Building"). The term "direct expenses" as used herein shall 
refer to the same items and costs as are used by the Building in its 
determination of expenses and costs passed on to Lessor. Lessor shall
immediately notify Lessee in writing of any such increase, and shall bill Lessee
for its pro rata share thereof, which bill Lessee shall pay promptly upon such
notification for each and every month thereafter for the balance of the term.
     e. Rent charges are based on the value of the rental Premises and services
to be used by one person(s) per office and two persons for Office #730 only. If
more than said number of person(s) habitually use the Premises or services, the
Fixed Monthly Rental Charges will be increased by a factor of $100 for each
additional person who habitually uses the Premises.
     f.   If a Lessee check is returned for any reason, Lessee will pay an 
additional charge of $100.00 per returned check and, for the purpose of 
considering default and/or late charges, it will be as if the payment 
represented by the returned check had never been made.

     5.   Security Deposit.
          ----------------

     a.   Lessee shall deposit with Lessor $16,884.00, or the equivalent of two 
months rent, in good or certified funds with a domestic bank, as a non-interest 
bearing security deposit. Lessor may use the security deposit to cure any 
default of Lessee under this Agreement, restore the Premises including any and 
all furniture, fixtures and equipment provided by Lessor and vendors at the 
Premises to their original condition and configuration, reasonable wear and tear
excepted, to pay for repairs to any damage to the Premises, Executive Suite or 
Building, caused by Lessee or Lessee's guests, to pay any rent or other charges 
which Lessee owes Lessor at or prior to the expiration of this Agreement, and to
reimburse Lessor for costs or expenses arising from any other obligation of 
Lessee which Lessee has failed to perform. If Lessor transfers control or 
ownership of the Premises and Lessor transfers the security deposit to such 
purchaser, Lessee will look solely to the new Lessor for the return of the 
security deposit, and the Lessor named in this Agreement shall be released from 
all liability for the return of the security deposit.
     b.   The security deposit (less any sums used by Lessor in accordance with 
the terms and conditions of this Agreement) will be returned within sixty (60) 
days after the termination of any services rendered or expiration of the term 
hereof. The security deposit shall not under any circumstance be applied in lieu
of be the final payment(s) of Fixed Monthly Rental charges or service charges
under this Agreement.
     c.   In the event that, by reason of the Lessee's default in its 
obligations pursuant to this Agreement or otherwise, including but not limited 
to the payment of the Fixed Monthly Rental Charge, any amounts due by reason of 
the Lessee's use of additional services hereto and/or by reason of the Lessee's 
use of telephone services as supplied pursuant to this Agreement, Lessor shall 
be entitled to apply any of the security deposited pursuant to this Agreement to
any outstanding sums due or owing to the Lessor, and Lessor shall have the right
to charge the Lessee, as additional rent, such sums as are necessary to 
replenish any and all amounts applied so as to cause the security to be returned
to its entire amount. The failure to pay such amounts as are necessary to 
replenish the security shall be considered a breach of this Agreement and shall 
entitle the Lessor to exercise any of its rights pursuant to this Agreement or 
otherwise.

      6.   Delivery of Possession.
           ----------------------

      If, for any reason whatsoever, Lessor cannot deliver possession of the 
Premises to Lessee at the commencement of the term, this Agreement shall not be 
void nor voidable nor shall Lessor be liable to Lessee for any loss or damage 
resulting therefrom, but there shall be an abatement of rent for the period 
between the stated term commencement and the time when Lessor does deliver 
possession of the Premises.

     7.   Services.
          --------

     a.   So long as Lessee is not in default hereunder, Lessor shall make 
available certain amenities to Lessee as more particularly described in Exhibit 
"A." Such services shall be offered to Lessee, in conjunction with such services
being offered by Lessor to its other lessees, without charge for the reasonable 
use of the same.
     b.   In addition, provided Lessee is not in default hereunder and provided 
the cost thereof does not exceed the Security Deposit, Lessor shall make 
available to Lessee certain other services the cost of which shall be billed to 
the Lessee as additional rent and the payment of which shall be subject to the 
same terms and conditions as those governing the payment of the Fixed Monthly 
Rental Charge herein regardless of when such charges are billed to the Lessee.

     8.   Telephone Services.
          ------------------

     a.   Provided Lessee is not in default of any of the terms, covenants, 
conditions or provisions of this Agreement, Lessor will make available to 
Lessee, a telecommunications package which will consist of some combination of 
telephone equipment, numbers, lines, conference calling, voice mail, local, long
distance and international service, and directory listing. All components of the
telecommunications package including any telephone numbers used by Lessee will 
remain at all times the property of Lessor and Lessee will acquire no rights in 
the components beyond the term specified by Lessor.
     b.   Upon Lessee's written request, Lessee shall be entitled to appoint 
Lessor as its exclusive agent for the sole purpose of procuring and arranging 
Lessee's local "white pages" listings. Lessor shall have no involvement nor 
responsibility for any "yellow pages" listings desired by Lessee.
     c.   Lessor shall not be liable for any interruption or error in the 
performance of its services to Lessee under this Section. Lessee waives any 
recourse as against the Lessor for any claimed liability arising from the 
provision of telecommunication services including, but not limited to, injuries 
to persons or property arising out of mistakes, omissions, interruptions, 
delays, errors or defects in transmissions occurring in the course of furnishing
telecommunications services provided same are not caused by the willful acts of
the Lessor, as well any claim for business interruption and for consequential
damages.
     d.   Lessor shall use reasonable efforts to provide Telephone Services to 
Lessee in a first-class, professional manner. Telephone service charges shall be
as per Lessor's then scheduled rates for the same, or as the same may be amended
by Lessor from time to time

[LOGO OF ALLIANCE]                     2               Initials         Initials
                                                  ----             ----
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fraud including, but not limited to, unauthorized use of calling cards or 
telephone lines.
     f. It is expressly acknowledged and agreed that Lessor shall be the sole 
and exclusive provider of telecommunication services to Lessee. Lessee hereby 
agrees and covenants that it will not use any other telephone service or 
telephone carrier to provide it service in the Premises. In the event that  
Lessee uses or acquires any other telephone service at the Premises, such use 
and/or installation shall constitute a material default in the Lessee's 
obligations hereunder.

     9. Furniture and Fixtures.
        ----------------------

     At its own cost and expense, Lessor shall furnish and install furniture,
fixtures and equipment as are in Lessor's sole opinion necessary to provide
suitable office accommodations for Lessee, upon such terms and conditions
routinely applicable to the Facility. All such furniture, fixtures and equipment
shall remain Lessor's property.

     10. Insurance: Waiver of Claims.
         ---------------------------

     a. Lessor has no obligation to and will not carry insurance for Lessee's 
benefit. Lessor will not be liable to Lessee or to any other person for damages 
on account of loss, damage or theft, to any business or personal property of 
Lessee. Lessee hereby waives any claims against Lessor from any loss, cost, 
liability or expense (including reasonable attorneys' fees) arising from 
Lessee's use of the Premises or any common areas made available to Lessee by 
Lessor or from the conduct of Lessee's business, or from any activity, work, or 
thing done in the Premises or common areas by Lessee or Lessee's agents, 
contractors, visitors or employees. To the extent that Lessor has any liability 
for any of the forgoing pursuant to any law, ordinance or statute, Lessee shall 
seek recovery for such loss(es)/or damage(s) from its own insurance company as 
provided for in subparagraph (c) herein prior to making any claims against 
Lessor.
     b. The Lessor shall not be liable or responsible to the Lessee for any
injury or damage resulting from the acts or omissions of Lessor, its employees,
persons leasing office space or obtaining services from the Lessor, or other
persons occupying any part of the Premises or Building, or for any failure of
services provided such as water, gas or electricity, HVAC or for any injury or
damage to person or property caused by any person except for such loss or damage
arising from the willful or grossly negligent misconduct of the Lessor, its
agents, servants, or employees or from the Lessor's failure to make repairs
which it is obligated to make hereunder. Neither Lessor or any of its agents,
employees, officers or directors shall be responsible for damages resulting from
any error, omission or defect in any work performed or provided as part of the
services rendered, whether uncompensated services or compensated services.
     c. Lessee shall provide Lessor with a certificate of insurance evidencing 
General/Public Liability coverage with liability limits of not less than One 
Million Dollars ($1,000,000) per occurrence for Bodily Injury and/or Property 
Damage Liability and One Hundred Thousand Dollars ($100,000) per occurrence for 
Fire/Legal Liability. Said insurance coverage shall remain in force during the 
term of this Agreement and renewals thereof. The Lessor, Alliance National, 
Inc, and Alliance Business Centers, Inc., shall be named as an additional named
insured on each of these policies. Lessee's failure to provide or maintain such 
Insurance shall not reduce or otherwise alter Lessee's liability or 
responsibility to pay any judgment rendered against Lessee for such Liability 
and Damages Failure to maintain such Insurance and/or to name the Lessor and its
designees, as set forth above, shall constitute a material breach of this 
Agreement.
     d. Both parties hereby agree to defend, indemnify and hold the other 
harmless from and against any and all claims, damages, injury, loss and expenses
to or of any person or property resulting from the acts or negligence of their 
agents, employees, invitees and/or licensees while in the Building, Executive
Suite and/or Premises.
     e. Any fire and extended risk casualty insurance that Lessee maintains 
shall include a waiver of subrogation in favor of Lessor and Building Landlord, 
and any fire and extended risk insurance carried on the Facility by Lessor shall
likewise contain a waiver of subrogation in favor of Lessee.

     11. Waiver of Breach.
         ----------------

     Should Lessor not insist upon the strict performance of any term or 
condition of this Agreement or to exercise any right or remedy available for a 
breach thereof, and no acceptance of full or partial payment during the 
continuance of any such breach shall constitute a waiver of any such breach or 
any such term or condition. No term or condition of this Agreement required to 
be performed by Lessee and no breach thereof, shall be waived, altered or 
modified, except by a written instrument executed by Lessor. No waiver of any 
breach shall affect or alter any term or condition of this Agreement, and each 
term or condition shall continue in full force and effect with respect to any 
other then existing or subsequent breach thereof.

     12. Operating Standards.
         -------------------

     The Operating Standards attached to this Agreement as Exhibit "B" are 
hereby made an integral part of this Agreement. Lessee, its employees, agents, 
guests, invitees, visitors and/or any other persons caused to be present in and 
around the Premises by the Lessee shall perform and abide by the rules and 
regulations and any amendments or additions to said rules and regulations as 
Lessor may make. In addition, Lessee, its employees and agents shall abide by 
all applicable governmental rules, regulations, statutes and ordinances relating
in any way to the Premises or the Facility or Lessee's use or occupancy of the 
Premises or the Facility; failing which Lessee shall be in default hereunder and
shall pay any fines or penalties imposed for such violation(s) directly to the 
appropriate governmental authority or to Lessor, if Lessor has paid such amount 
on behalf of Lessee. Such remedy shall not be exclusive. It is hereby further 
explicitly agreed and understood that full compliance with the Operating 
Standards as set forth constitutes a material obligation of this Agreement, and 
that the failure to so comply shall constitute a violation of this Agreement 
entitling the Lessor to exercise any of its remedies pursuant to this Agreement 
or otherwise.

     13. Employment of Lessor's Employees.
         --------------------------------

     a. Lessee agrees that it will not, during the term of this Agreement and
any renewals thereof, or for a period of one year after the expiration or sooner
termination of this Agreement, hire or issue an offer to employ any person who
is or has been an employee of Lessor or Lessor's agent without prior consent
from Lessor. If Lessee either hires an employee of Lessor or Lessor's agent;
or hires any person who has been an employee of Lessor or its agent within six
months prior to the time they are hired by Lessee, Lessee will, at Lessors sole 
option, be liable to Lessor for liquidated damages equal to six months wages of 
the employee, at the rate last paid that employee by Lessor.
     b. If Lessor assists in hiring an employee for Lessee, Lessee shall pay to
the Lessor a commission equal to 20% of that employee's

[LOGO OF ALLIANCE BUSINESS CENTERS]  

                                 /s/RJW   Initials     /s/LS    Initials
                                 ------                -----
                                       3









<PAGE>

of Lessor or Lessor's agent without prior consent from Lessor. If Lessee either 
hires an employee of Lessor or Lessor's agent, or hires any person who has been 
an employee of Lessor or its agent within six months prior to the time they are 
hired by Lessee, Lessee will, at Lessors sole option, be liable to Lessor for 
liquidated damages equal to six months wages of the employee, at the rate last 
paid that employee by Lessor.
     b. If Lessor assists in hiring an employee for Lessee, Lessee shall pay to 
the Lessor a commission equal to 20% of that employee's annual salary. The 
provisions hereof shall survive the expiration or sooner termination of the 
term thereof.

     14. Alteration.
         ----------

     If Lessee requires any special wiring or office alterations for 
extraordinary business machines or other purposes not consistent with the 
current wiring, extraordinary telephone equipment or computer equipment. Such 
alteration shall be done (i) only with the express written permission of the 
Lessor, and if said permission is granted, then (ii) by an agent designated by 
Lessor at Lessee's cost. The electrical current shall be used for ordinary
lighting purposes only, unless written permission to do otherwise shall first
have been obtained from Lessor at an agreed cost to Lessee. Lessor further
reserves the sole and exclusive right to limit the number and type of lines and
telephone equipment Lessee can install in the leased Premises.

     15. Re-Entry.
         --------

     Lessor and its agents shall have the right to enter the Premises at any 
time for the purpose of making any repairs, alterations, inspections which it 
shall deem necessary for the preservation, safety or improvements of said 
Premises, without in any way being deemed or held to have committed an eviction 
(constructive or otherwise) of or trespass against Lessee.

     16. Relocation.
         ----------

     a.  Lessee agrees that the Lessor may, in its sole discretion, relocate the
lessee from its present Premises to a like or similar office space within the 
same facility upon thirty (30) days notice to the Lessee. In the event that the 
Lessor requires the Lessee to relocate, the Lessor hereby agrees to bear the 
reasonable cost of any such relocation, which cost shall be limited to the cost 
associated with the physical transfer of the Lessee's property to any different 
office, which the Lessor may designate.
     b.  In the event that any such relocation is effected, the Lessee hereby 
acknowledges that, unless otherwise agreed in writing, that all of the terms and
conditions of this Agreement shall remain in full force and effect.

     17. Assignment and Subletting.
         -------------------------

     No assignment or subletting of the Premises, this Agreement or any part 
thereof shall be made by Lessee without Lessor's prior written consent, which 
consent may be withheld for any or no reason in Lessor's sole discretion. 
Neither all nor any part of Lessee's interest in the Premises or this Agreement 
shall be encumbered, assigned or transferred, in whole or in part, either by act
of the Lessee or by operation of law.

     18. Surrender.
         ---------

     a.  On expiration of the term, any extended term, or sooner termination of 
this Agreement, Lessee shall promptly surrender and deliver the Premises to 
Lessor, without demand, and in as good condition as when let, ordinary wear and 
tear excepted.
     b.  Upon Lessee serving a notice of cancellation as provided in 3b herein 
Lessor shall have the right to show Lessee's Premises during the 60 day period
(for one or two offices) or 90 day period (for three or more offices) as the
case may be.
     c.  Without prior written approval of Lessor, Lessee shall not remove any 
of its property from the Premises upon termination of this Agreement or at any 
other time, except during Lessor's normal business hours. In the event Lessor 
consents to Lessee's removing property before or after normal business hours, 
any expenses incurred by Lessor as a result, including but not limited to 
expenses for personnel, security, elevator, utilities and the like shall be 
paid by Lessee in advance, to the extent determinable by Lessor, by certified 
and/or bank check.
     d.  If Lessee vacates the Premises and leaves behind any property, 
whatsoever, same will be deemed abandoned by Lessee and may be disposed of by 
Lessor at Lessee's expense. If Lessee defaults in the payment of sums due to 
Lessor, and Lessor changes the locks, removes Lessee's property, or otherwise 
denies access to Lessee, Lessor shall not be liable for conversion or partial, 
actual and/or constructive eviction.

     19. Holding Over.
         ------------

     a.  In the event that Lessee, should not renew this Agreement in accordance
with the terms and conditions hereof, and/or fail to surrender the Premises upon
the expiration of the term of the Agreement as provided herein, Lessee agrees to
pay Lessor, as liquidated damages, a sum equal to twice the monthly rent and all
additional charges for services provided by Lessor to Lessee, for each month 
that Lessee retains possession of the Premises or any part thereof, provided, 
however, that the acceptance of such sums, representing liquidated damages shall
not be deemed to be permission to Lessee to continue in possession of the 
Premises.

     20. Default and Remedies.
         --------------------

     a.  If the Lessee shall default in fulfilling any of its terms, conditions,
covenants or provisions of this Agreement, including but not limited to:

     1.  Payment of fixed Monthly Rental Charges and/or any other charges 
     hereunder within ten days of the date such charges become due;

     2.  Becomes comes insolvent, makes an assignment for benefit of creditors, 
     or files a voluntary petition under any bankruptcy or insolvency law, or 
     has filed against it an involuntary petition under any such law;

     3.  Defaults in fulfilling any of the terms, conditions, covenants or 
     provisions of this Agreement including but not limited to the breach of any
     of the terms and conditions set forth in the exhibits attached hereto;

     4.  The abandonment and/or vacatur of the Premises by the Lessee;
then, after five days notice of any such default(s), the Lessor may, at its sole
discretion, terminate this Agreement upon five days notice to the Lessee, and 
upon the expiration of such notice period, the Lessee

[LOGO OF ALLIANCE BUSINESS CENTERS]            _____ Initials   _____ Initials

                                       4
<PAGE>
 
sole discretion, may accept notwithstanding the foregoing. Lessor shall have no 
obligation, implied or otherwise, to mitigate its damage(s) under such 
circumstances.
     b.  Should Lessor be unable to re-let the Premises, or should each monthly 
re-rental be less than the rental, Lessee is obligated to pay under this 
Agreement or any renewal thereof, at Lessor's option Lessee shall pay the amount
of such deficiency, plus the expenses of reletting, immediately in one lump sum 
(if allowable under law) to Lessor upon demand and/or as such obligations 
accrue.
     c.  If Lessee shall default in the observance or performance of any term or
covenant on Lessee's part to be observed or performed under or by virtue of any 
of the terms or provisions in any article of this lease, then, unless otherwise 
provided elsewhere in this lease, Lessor may immediately or at any time 
thereafter and with notice perform the obligation of Lessee thereunder, and if 
Lessor, in connection therewith or in connection with any default by Lessee in 
the covenant to pay rent hereunder, makes any expenditure [ILLEGIBLE]
[ILLEGIBLE PORTION]

     21.  Mail & Telephone Forwarding.
          ---------------------------

     a.  After termination or expiration of the [ILLEGIBLE] Agreement, Lessee 
hereby agrees that it will take all reasonable steps to notify all parties of 
Lessee's new address and phone numbers. Lessor shall have no obligation, to 
notify any person or entity of Lessee's new address and/or phone numbers, except
as expressly provided herein.
     b.  Lessor will, unless otherwise instructed by Lessee in writing, hold 
mail for Lessee at its new address and give out new telephone number via a voice
mail message for a period of three (3) months at the rate of $125.00 per month, 
which sums shall be deducted from any amounts deposited with the Lessor as 
security hereunder and paid to the Lessor in advance. In the event that there is
not sufficient security remaining on deposit to pay for the charges set forth 
herein, unless the Lessee shall pay the charges set forth herein to the Lessor 
in advance, Lessor shall have no obligation to provide the services set forth 
herein.

      22.  Notices.
           ------

     Any notice under this Agreement shall be in writing and shall be either 
delivered by hand or by first class mail to the party at the address set forth 
below. Lessor hereby designates its address as:

           ALLIANCE BUSINESS CENTERS
           2 Wisconsin Circle, Suite 700
           Chevy Chase, MD 20815

           Attn: Management
           with a copy by regular first class mail to:
           ALLIANCE Business Centers
           122 East 42nd Street, Suite 2707
           New York, NY 10168
           Attn: Legal Department

Lessee hereby designates its address (which address must be an address within 
the United States), as
           Affiliate Enterprises, Inc.
           Attn: Mr. Robert Wussler/Mr. Wade Hargrove
           Brooks, Pierce, McLendon (Other Than 2 Wisconsin)
           150 Fayeteville St. Mall, Suite 1
           Phone:______________________________
           Fax:________________________________
           Raleigh, NC 27601
 
If such mail is properly addressed and mailed, as above, it shall be deemed 
notice for all purposes, given when sent or delivered, even if returned as 
undelivered.

     23.  Landlord's Election Under This Agreement.
          ----------------------------------------

     Upon early termination of the main Building lease, this Agreement shall 
terminate unless the Building Landlord under the main lease elects to have this 
Agreement assigned to the Building Landlord or to such other entity as is 
designated in such notice by the Building Landlord, (ii) the Building Landlord 
shall be deemed to be the Lessor under this Agreement and shall assume all 
rights and responsibilities of Lessor under this Agreement, and (iii) Lessee 
shall be deemed to have attorned to the Building Landlord as Lessor under this 
Agreement.

     24.  Time of Essence.
          ---------------

     Time is of the essence as to the performance by Lessee of all covenants, 
terms and provisions of this Agreement.

     25.  Severability.
          ------------

     The invalidity of any one or more of the sections, subsections, sentences, 
clauses or words contained in this Agreement or the application thereof to any 
particular set of circumstances, shall not affect the validity of the remaining 
portions of this Agreement or of their valid application to any other set of 
circumstances. All of said sections, subsections, sentences, clauses and words 
are inserted conditionally on being valid in law; and in the event that one or 
more of the sections, subsections, sentences, clauses or words contained herein 
shall be deemed invalid, this Agreement shall be construed as if such invalid 
sections, subsections, sentences, clauses or words had not been inserted. In the
event that any part of this Agreement shall be held to be unenforceable or 
invalid, the remaining parts of this Agreement shall nevertheless continue to be
valid and enforceable as though the invalid portions had not been a part hereof.
In addition, the parties acknowledge (i) that this Agreement has been fully 
negotiated by and between the parties in good faith and is the result of the 
joint efforts of both parties, (ii) that both parties have been provided with 
the opportunity to consult with legal counsel regarding its terms, conditions 
and provisions and (iii) that regardless of whether or not either party has 
elected to consult with legal counsel, it is the intent of the parties that in 
no event shall the terms, conditions or provisions of this Agreement be 
construed against either party as the drafter of this Agreement.

     26.  Execution by Lessee.
          -------------------

     The party or parties executing this Agreement on behalf of the Lessee 
warrant(s) and represent(s): (i) that such executing party (or parties) has (or 
have) complete and full authority to execute this Agreement on behalf of Lessee,
(ii) that Lessee shall fully perform its obligations hereunder.

                                       5

<PAGE>
 
     27.  Assumption Agreements and Covenants.
          -----------------------------------

     This Agreement is subject and subordinate to the main Building lease 
governing the Facility, under which Lessor is bound as tenant, and the 
provisions of the main lease, other than as to the payment of rent or other 
monies, are incorporated into this Agreement as if completely herein rewritten. 
Lessee shall comply with and be bound by all provisions of the main lease except
that the payment of rent shall be governed by the provisions of this Agreement, 
and Lessee shall indemnify and hold Lessor harmless from and against any claim 
or liability under the main lease of Lessor arising from Lessee's breach of the 
Main Lease or this Agreement. Lessor covenants and warrants that the use of the 
Premises as a business office is consistent with and does not violate the terms 
of the main lease.

     28.  Covenant and Conditions.
          -----------------------

     Each term, provision and obligation of this Agreement to be performed by 
Lessee shall be construed as both a covenant and condition.

     29.  Entire Agreement.
          ----------------

     This Agreement embodies the entire understandings between the parties 
relative to its subject matter, and shall not be modified, changed or altered in
any respect except in writing signed by all parties.

     30.  Counterparts.
          ------------

     This Agreement may be executed in two or more counterparts, each of which 
shall be deemed to be an original, but all of which together shall constitute 
one and the same instrument.

     IN WITNESS WHEREOF, Lessor and Lessee have executed this Agreement as of 
the date first above written.

LESSOR: ALLIANCE, 2 Wisconsin, Inc.

By:
   --------------------------------

LESSEE: Affiliate Enterprises, Inc.
(If a corporation)

By:
   --------------------------------

Title:
      -----------------------------
            (Corporate Seal)

LESSEE:
(If an individual or partnership)

By:
   --------------------------------

By:
   --------------------------------

EXHIBIT "A"
-----------

 .    Furnished Private Office

 .    Furnished, Decorated Reception Room with Professional Receptionist

 .    Personalized Telephone Answering During Office Hours

 .    24 hour Voicemail

 .    40 hours of Conference Room or private furnished offices, subject to prior 
     scheduling and use by other lessees

 .    Corporate Identity on Lobby Directory where Available

 .    Complete Mail Room Facility

 .    Receipt of Mail and Packages

 .    Complete Kitchen Facilities with Coffee Machine

 .    Utilities and Maintenance

 .    HVAC During Normal Business Hours

 .    Janitorial Services

 .    8 hours per month courtesy use of other Alliance Business Centers 
     affiliated facilities. Locations subject to current affiliation and 
     availability.

[LOGO OF ALLIANCE]                     6
                                                       Initials         Initials
                                                  ----             ----
<PAGE>
 
                          LEASE AND SERVICE AGREEMENT
                          REBATE RIDER


RE:  Lease and Service Agreement between ALLIANCE 2 Wisconsin, Inc., and 
Affiliate Enterprises, Inc. ("Agreement").

DATE: November 14, 1997

CENTER: 2 Wisconsin Circle, Chevy Chase, M.D.

WHEREAS The agreement in Paragraph "4a" provides that the lessor shall pay, as 
rent for the premises, a annual total rent of $101,304.00 payable in equal 
monthly installments of $8442.00, and

WHEREAS the parties agree and understand that the said sum reflects the market 
rent for the Premises, and

WHEREAS the parties have agreed, that in consideration of entering into the 
Agreement, that the Lessor shall accept instead and in place of the rent 
described in paragraph "4a" the annual total sum of $84,144.00 payable in 
monthly installments of $7012.00 which reflects a monthly abatement in the 
amount of $1430.00.

It is hereby agreed as follows:

1.  Paragraph "4a" is hereby modified so that, upon expiration of the term of 
    the Agreement and upon the renewal thereof, whether by operation of the
    Agreement or otherwise, the Lessee agrees to pay and shall pay rent as set 
    forth in Paragraph "4a" of the Agreement.

2.  Upon the expiration of any such renewal term, Lessee hereby agrees and
    understands that Paragraph "3b" of the Agreement shall apply to any such
    renewals.

3.  Lessor agrees to increase Lessee's monthly complimentary conference room 
    allowance from 12 hours per month to 40 hours per month.

All other terms and conditions of the Agreement shall remain in full force and
effect.



ACCEPTED BY LESSOR:                         ACCEPTED BY LESSEE:
ALLIANCE 2 Wisconsin, Inc.                  Affiliate Enterprises, Inc.

By: /s/ Lori Shackleton                     By: /s/ Robert J. Wussler
    ---------------------------                 --------------------------

Date: 11/17/97                              Title: CEO & President
     --------------------------                    -----------------------

                                            Date:  11/17/97
                                                   ----------------------- 

<PAGE>

                                                              2 Wisconsin Circle
Floor Plan                                                             Suite 700
                                                                 Chevy Chase, MD
                                                             Phone: 301.961.1500

                                             [LOGO OF ALLIANCE BUSINESS CENTERS]



                            [DIAGRAM OF FLOOR PLAN]


Notes:

------------------------------------------

--------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
<PAGE>
 
                                   Exhibit C
                                   ---------
                             SCHEDULE OF SERVICES


<TABLE>
<S>                                                                                     <C>       <C> 
A.   ACCOUNTING
     1)   Establishing a second account for Tenant's convenience                         $25.00              each time
     2)   Clerical fee for processing payment using MC/VISA/American Express             $10.00              each time
     3)   Fax or send duplicate statement or records (plus postage and faxing             $5.00              each copy
          costs)
     4)   Research, collection calls or processing (plus postage, faxing and             $22.00               Per hour
          telephone incurred charges) Actual time billed as Clerical service                               Actual time
                                                                                                         Clerical Rate
B.   ADMINISTRATIVE
     1)   Credit authorization and set up fee
          .      New Full-Time Tenants                                                  $100.00             Per Office
          .      Identity                                                               $100.00           Per Contract
     2)   Moving a Tenant from one suite to another, switching phone, keys,              $50.00             per person
          and cards
     3)   Additional employee initial set up                                            $100.00        one-time charge
          Recurring Monthly Charge - Extra People Fee                                   $100.00                  Month
     4)   Painting and cleaning fee for a lease of less than six (6) months             $200.00             Per office
          including administrative coordination
     5)   Lost security card, lost key                                                   $25.00               Per Item
     6)   Tenant Storage: boxes, other items (if available)                              $40.00           Month/closet
C.   ANSWERING SERVICE (8:30AM THRU 5:30PM -- MON. THRU FRI)
     1)   Full-time Tenant                                                                        Included in Contract
     2)   Flex Time Plan Answering Service/Voice Mail Only                               $85.00      Includes 1 person
                                                                                                    One voice mail box
     3)   Hand written messages (based on clerical rate of $22.00 per hour for            $2.20            Per Message
          .10 of an hour)
D.   CLERICAL SERVICE*
     1)   Standard Clerical Rate                                                          $2.20     Per .10 of an hour
          Clerical Service billed in 6 minute increments (i.e. .10 = 6 minutes)

                Clerical Services Available
     .      Bank Deposits                        .      Ordering Office Supplies
     .      Bill Paying                                 Photocopying for Tenants
     .      Check Reconciliation                        or Visitors
     .      Computer Maintenance                 .      Outgoing Calls for Tenants
     .      Arrange Conference Calls and         .      Payroll
            Meetings                             .      Preparation of Expense
     .      Extensive Fax Transmission Travel           Reports
     .      Filing                               .      Project Coordination
     .      Invoicing (Bookkeeping)              .      Proofreading/editing
     .      Light Accounting                     .      Research
                                                 .      Typing Forms

     2)   Normal Turnaround Time = 24 hours                                              $22.00               Per hour
                                                                                                        .10 hr minimum
</TABLE>


                                                                Initials /s/ LS
                                                                         ------
                                                                         /s/ RJW
                                                                         -------

                                      10
<PAGE>
 
                             Exhibit C (Continued)
                             ---------------------

<TABLE>
<S>                                                                                        <C>               <C>
D.   Clerical Service (Continued)

     3)   Rush Turnaround Time = 1-8 hours                                                 $44.00                   Per hour
          Clerical services will be billed at 200% of the normal Clerical rate                                .10 hr minimum
          if performed before or after scheduled working hours, or requested
          as a rush job

     4)   Notary                                                                            $2.00                   Per seal
                                                                                                              .10 hr minimum
     5)   Patching a call through to a seven-digit number not set up with a                 $2.20            Per call + call
          patch service

E.   Concierge Services

     1)   Arrangement for Business Supplies, Catering, Meal order taking, etc.             $22.00                   Per hour
                                                                                                              .10 hr minimum
F. Conference Rooms

     1)   Rental

          .   Full-Time Tenants                                                          Included             up to 12 Hours

          .   Hourly                                                                       $25.00                   Per Hour

          .   Daily (1 to 12 people)                                                      $150.00                    Per Day

     2)   Seminar Room (allowance at twice the time)

          .   Full-Time Tenants                                                          Included           accumulated with
                                                                                                      Conference Room rental
          .   Hourly                                                                       $50.00                   Per Hour

          .   Daily (up to 40 people)                                                     $300.00                    Per Day

     3)   Cancellation, if not within 24 hours for conference room.                                          Billable at 50%
                                                                                                            of time reserved

     4)   Set-up/clean-up after Tenant in conference room                                  $22.00                   Per Hour
                                                                                                              .10 hr minimum
                                                                                                               Clerical rate

G.   Directory Listing -- Building Lobby

     1)   Full-time/Flex time Tenant                                                     Included

     2)   Additional Listings                                                              $40.00                   Per line
                                                                                                             one time charge

H.   Furniture

     1)   Moves/adds/changes including administrative coordination and                     $25.00                  Per piece
          moving of furniture places

     2)   Standard Furniture Set                                                           $50.00                  Month/set

     3)   Additional Furniture Rental - Various Pieces                                                       Varies based on
                                                                                                             Piece Requested

I.   Kitchen Facilities 
     (Coffee, tea, etc)

     1)   Tenants/Clients per cup service                                                  $20.00           Month/Per Person

     2)   Pots for Conference Room - Set-up                                                $22.00                   Per hour
                                                                                                                 Actual time
                                                                                                               Clerical rate

J.   Mail Services

     1)   Deliver parcel to Tenants office. All parcels are called to                      $22.00                   Per hour
          tenant. If not picked up by 5:00pm. we will deliver to office.                                      .10 hr minimum
</TABLE>

                                                                Initials /s/ RJW
                                                                         -------
                                                                         /s/ LS
                                                                         -------

                                      11
<PAGE>
 
                    Exhibit C (Continued)
                    --------------------
<TABLE> 
<S>                                                                     <C>                <C> 
J.  Mail Services

    2)  Prepare Certified, Express, or Courier                                 $22.00                       Per hour 
                                                                                                      .10 hr minimum

    3)  Check mailbox/review mail by phone                                     $22.00                       Per hour
                                                                                                      .10 hr minimum

    4)  Prepare packages, such as label/wrap                                   $22.00                       Per hour
                                                                                           .10 hr minimum + supplies

    5)  Trace Shipments (Fed Ex, UPS, etc.)                                     $2.20                  Per call+call

    6)  Mass mailings (folding, stuffing, posting, etc.)                       Varies           Upon size of mailing

K.  Message Handling

    1)  Message taking for visitors or conference room use                     $22.00                       Per hour
                                                                                                      .10 hr minimum

    2)  Tenant advertisements - recording messages                             $22.00                       Per hour
                                                                                                      .10 hr minimum

    3)  Relaying Tenant voice mail messages over the phone                     $22.00                       Per hour
                                                                                                      .10 hr minimum

L.  Office Supplies

    1)  Minimum supplies are available on site through ALLIANCE or         Cost + 20%
        may be ordered (See a clerical assistant for requests)

    2)  Weekly orders may be placed directly for tenant                        $22.00                       Per hour
                                                                                                      .10 hr minimum
M.  Parking
    1)  Surface                                                                            By Time

    2)  Covered Parking Garage                                          $100.00/month

N.  Postage Fees
    (Landlord shall serve as postal agent to all tenants and clients.)

    1)  U.S. Mail/UPS

        .  25 pieces                                                    Complimentary                        Per day

        .  Additional (after 25 pieces)                                         $2.20             Per 25 pieces+cost

    2)  Courier Service                                                                                     Cost+20%

    3)  Federal Express                                                                               Standard Rates

O.  Production & Copying
    (a medium volume copy machine is available for Tenants)

    1)  Binding, copying & transparencies (production time only)               $22.00                       Per hour
                                                                                           .10 hr minimum + supplies

    2)  Photocopies

        .  up to 1000                                                           $0.15                           Each

        .  Production rate (after 1000)                                         $0.10                           Each

    3)  Binding (includes spine, cover & backing)                               $3.50                           Each
</TABLE> 

                                                              Initials  /s/ RJW
                                                                        -------
                                                                        /s/ LS
                                                                        ------
                                      12
<PAGE>
 
                             Exhibit C (Continued)
                             ---------------------
<TABLE> 
<S>                                                                      <C>          <C> 
P.  Telecommunications
    1)  Standard Phone Equipment                                             $95.00              Per Set, Per Month
        (Installation fee and set up not included)

        .  Phone with built in Speaker phone,
        .  DID Phone Number with 2 roll over lines
        .  1 line Directory Listing
        .  Other basic features of telephone system.

    2)  Phone/ Fax or Data Line Installation                                $130.00                        Per line

    3)  Fax or Data Line (Additional recurring charge each month)            $40.00             Per line, Per month

    4)  Splitting a phone number for additional voice mail boxes             $10.00              Per box, Per month 

    5)  Voice mail; adding another personal box                              $10.00              Per box, Per month
                                                                             $25.00           Per box, installation

    6)  Programming voice mail to pager                                      $25.00                Programming fee,
                                                                                                          Per pager

    7)  Paging

        .  Voice Mail Paging(Available 7/1/97)                               $10.00                       Per pager
                                                                                      Per Month + call transfer fee

        .  Paging on Demand                                                   $2.20                        Per Page

    8)  Call Patching set up fee                                             $25.00                      Per number
                                                                                                  (one time charge)

    9)  Call Patching

        .  Up to 40 Patches                                                  $25.00   Per Month + call transfer fee
                                                                                        (based on distance of call)

        .  Additional Patches (after 40)                                      $0.50     Per Patch and Call transfer
                                                                                                                fee

        .  On Demand                                                          $2.20                       Per Patch

    10) Reconnect fee (after termination of service)                        $130.00          Per Phone or Data Line

Q.  Telecopy/Fax - Plain paper fax available
    (clerical charges may be incurred for faxes sent after normal
    business hours)

    1)  Outgoing                                                              $2.00                 Per Page + Call

    2)  Incoming                                                              $0.50                        Per Page

R.  Word Processing / Graphics*

    1)  Standard Word Processing Rate                                         $2.60                      Per .10 hr
        Word Processing Services billed in 6 minute increments

    2)  Normal Turnaround Time = 24 hours                                    $26.00                        Per hour
                                                                                                 .3 hr Minimum/Page

    3)  Rush Turnaround Time = 1-5 hours                                     $52.00                        Per hour
        The clerical services below will be billed at 200% of the normal                         .3 hr Minimum/Page
        Clerical rate if performed before or after scheduled working
        hours, or requested as a rush job

    4)  Resumes:

        Typing Only

        .  1st Page                                                          $40.00                   1st Page Only

        .  Each Additional Page                                              $20.00                        Per Page

        Resume Writing Consultation Services                                 $45.00                        Per Hour
</TABLE> 

                                                                Initials /s/ RJW
                                                                         -------
                                                                         /s/ LS
                                      13
<PAGE>
 
                             Exhibit C (Continued)
                             ---------------------
<TABLE> 
<S>                                                                       <C>              <C> 
R.  Word Processing / Graphics (Continued)

         Resumes supplied on diskette provided by Landlord                      $10.00             Per Disk

    5)   Letters typed for outside Tenants                                       $9.00             Per Page
         (including cover letters for resumes)

    6)   Letters, memos, proposals                                               $7.80             Per Page

    7)   Tables, charts                                                         $35.00             Per Hour
                                                                             to $80.00        .3 hr Minimum

    8)   Company Flyers, Pamphlets, Brochures                                   Varies     Scope of Project

    9)   Technical Design                                                        Varies     Scope of Project

    10)  Flow Charts                                                            Varies     Scope of Project

    11)  Logo Design                                                            Varies     Scope of Project

    12)  Business Cards                                                         Varies     Scope of Project
         (consultation with Tenant and includes 5 designs-does not
         include printshop charges)

    13)  Letterhead and/or envelope design                                      Varies     Scope of Project
         (consultation with Tenant and includes 5 designs--does not
         include printshop charges)

    14)  Spreadsheets                                                     $35.00-80.00     Scope of Project

    15)  Technical Assistance                                             $      65.00             Per Hour

S.  Flex Time Program

    1)   Telephone Answering Only                                         $      85.00            Per Month

    2)   Mail Service Only                                                $      50.00            Per Month

    3)   Flex Program - Basic - No Conference Room                        $     125.00            Per Month

    4)   Flex Program - Plus - 6 Hrs. Conf. Room                          $     175.00            Per Month

    5)   Flex Program - Premier - 12 Hrs. Conf. Room                      $     225.00            Per Month

    6)   Flex Program - Executive - 20 Hrs. Conf. Room                    $     350.00            Per Month
</TABLE> 

*Landlord shall bill in accordance with Industry Production Standards (IPS), 
published by the National Association of Secretarial Services and the Executive 
Suite Association. IPS are use for computing the time charged for document 
production and non-keyboarding services. IPS are based on the average time 
required to perform specific duties by a professional word processing operator. 
This allows the Tenant to know how much a project will cost regardless of how 
long it takes to complete it.

                                                               Initials /s/ RJW
                                                                        -------
                                                                        /s/ LS
                                                                        ------
                                      14
<PAGE>
 
[LETTERHEAD OF ALLIANCE BUSINESS CENTERS]       LEASE AND SERVICE AGREEMENT
                                                SECOND OFFICE RIDER


RE:        Lease and Service Agreement between ALLIANCE, 2 Wisconsin Inc., and 
           U.S. Digital, Inc., ("Agreement").

DATE:      July 27, 1998

CENTER:    2 Wisconsin Circle, Suite 700, Chevy Chase, MD 20817


Paragraph "1b" of the Agreement is hereby modified as follows:

In place and instead of facility office space number #726 A/B, #727/28 and #750,
Lessee shall now occupy facility office space number #721, #722, #725, #726 A/B,
#727/28. Lessee hereby agrees and understands that it no longer has a right to 
use and occupy facility office space #750.

In modifying Paragraph "4a", of the Agreement, Lessee shall pay Lessor as rent 
for the Premises a total rental of $39,180.00, payable in equal monthly 
installments of $7836.00 Lessee shall pay Lessor all start-up fee and increase 
to security deposits and installation fees, prior to moving into Office #721 and
#722.

All other terms and conditions of the Agreement shall remain in full force and 
effect.



ACCEPTED BY LESSOR:                                   ACCEPTED BY LESSEE:
ALLIANCE, 2 Wisconsin Circle, Inc.                    U.S. Digital, Inc.


By: /s/ Lori Shackleton                               By: /s/ Robert J. Wussler
   -----------------------------                          ---------------------
Date:  7/27/98                                        Title: Chairman
      --------------------------                             ------------------
                                                      Date: July 27, 1998
                                                            -------------------
<PAGE>
 
New Recurring Charges: (As of August 3, 1998)

Office #721                                  $1395.00
Office #722                                  $950.00
Office #725                                  $850.00
Office #726 A/B                              $1782.00
Office #727/28                               $2559.00
Furniture Rental (#721)                      $50.00
Furniture Rental (#722)                      $50.00
Furniture Rental (#725)                      $50.00
Furniture Rental (#726)                      $100.00
Furniture Rental (#727/28)                   $50.00
Telephone Equipment (7 sets)                 $665.00
Modem/Fax Lines (5)                          $200.00
Coffee Service                               $40.00

Total Monthly Recurring:                     $8741.00



Start-up Fees Due for Offices #721 & #722:

August Rent:                                 $2345.00
August Furniture                             $100.00
August Telephones (2)                        $190.00
Telephone Line Installation                  $300.00
Office Set-up Fee                            $300.00
Security Deposit Increase                    $2445.00

Total Due at Signing:                        $5680.00*


*Fees due are in addition to invoice dated July 20, 1998.
<PAGE>
 
Chevy Chase, MD
Wisconsin Circle . Suite 700 . Chevy Chase, MD 20815 . Phone: 301.961.1500

              [FLOOR PLAN OF WISCONSIN CIRCLE IN CHEVY CHASE, MD]

notes

                                             [LOGO OF ALLIANCE BUSINESS CENTERS]
<PAGE>
 
[LOGO OF ALLIANCE BUSINESS CENTERS]
                                       Lease and Service Agreement
                                       Office Rider #3

RE:     Lease and Service Agreement between ALLIANCE, 2 Wisconsin, Inc., and 
        Affiliate Enterprises ("Agreement"), dated November 14, 1997.

DATE:   June 4, 1998

CENTER: 2 Wisconsin Circle, Suite 700, Chevy Chase, MD 20815


Lessee shall be changed and named U.S. Digital, Inc.

Paragraph "1b" of the Agreement is hereby modified as follows:

In place and instead of facility office space numbers #726A/B, #727/28, as of 
June 5, 1998, Lessee shall now occupy facility office space numbers #726 A/B, 
#727/28 and #750. Lessee hereby agrees and understands that as of August 1, 
1998, the occupant in Office #750 will be relocated to Office #725, at Lessees'
expense.

In modifying Paragraph "4a" of the Agreement, Lessee shall pay Lessor as rent 
for the Premises a total rental of $37,737.00, payable in equal monthly 
installments of $5391.00.

Lessee shall pay start up charges of $2055.11, for Office #750, prior to move 
in. Charges to include, Office #750 rental (June 5-30, 1998), furniture rental, 
telephone line/equipment rental, telephone/line installation (1 set), 
administrative set up fees and state tax. (see attached)

All other terms and conditions of the Agreement shall remain in full force and 
effect.

ACCEPTED BY LESSOR:                   ACCEPTED BY LESSEE:
ALLIANCE, 2 Wisconsin, Inc.           U.S. Digital, Inc.

By:                                   By: /s/ Robert J. Wussler
   ------------------------               ---------------------

Date:                                 Title: CEO Chairman
     ----------------------                  ------------------

                                      Date: June 8, 1998
                                            -------------------
<PAGE>
 
Office #750 New Recurring Items:

Effective June 5, 1998:

<TABLE> 
<S>                         <C> 
Office #750 Rental:         $850.00

Furniture Rental:           $50.00

Telephone Set Rental:       $95.00

Total:                      $995.00
</TABLE> 

Start-up Charges:

<TABLE> 
<S>                                       <C> 
Office Rental (June 5-30, 1998)           $736.67
Furniture Rental (prorated)               $43.33
Telephone Rental (prorated)               $82.33
Installation Charges                      $130.00
Office Set-up                             $150.00
Security Deposit Increase                 $900.00
State Tax                                 $12.78

Total Due:                                $2055.11
</TABLE> 

<PAGE>
 
                                 [FLOOR PLAN]

                          Notes:

                          ------------------------------------------------------

                          ------------------------------------------------------

                          ------------------------------------------------------

                          ------------------------------------------------------

                          ------------------------------------------------------

                          ------------------------------------------------------