<PAGE>

                                                     Exhibit 10.10

FIRST AMENDMENT TO LEASE AGREEMENT

    THIS FIRST AMENDMENT TO LEASE AGREEMENT ("First Amendment") is made and 
entered into this 23 day of July 1997 by and between APA PROPERTIES NO. 6 
L.P. ("Lessor"), having an address c/o its Agents, Peter Lawrence of 
Virginia, Inc., 11440 Isaac Newton Square, Reston, Va 20190 ("Agent"), and 
STMS, INC. ("Lessee").

    WHEREAS, Lessor and Lessee have entered into a Lease Agreement dated 
February 7, 1997 (the "Lease Agreement:") for nineteen thousand one hundred 
ninety-five (19,195) square feet of space ("Demised Premises") in the 
building located at 11411 Isaac Newton Square, Reston, Virginia 20190 (the 
"Building"); and

    WHEREAS, Lessor and Lessee have agreed to modify the Lease Agreement to 
confirm the Lease Commencement Date and Lease Expiration Date for this Lease 
Agreement;

    NOW THEREFORE, Lessor and Lessee, intending legally to be bound, hereby 
agree as follows:

1.  Lease Commencement Date and Lease Expiration Date for the Demised 
    Premises:
    
    Notwithstanding anything to the contrary in the Lease Agreement, the 
    terms of the Lease Agreement shall commence on July 31, 1997 (the "Lease 
    Commencement Date") and expire on July 31, 2003 (the "Lease Expiration 
    Date"). Accordingly, (a) the first lease year of the term shall commence 
    on July 21, 1997 and expire on July 31, 1998 (and each lease year 
    thereafter shall commence on August 1 of each subsequent calendar year) 
    and (b) base rent shall be payable under the Lease Agreement (in 
    accordance with section 3(a) of the Lease Agreement) on the first day of 
    the second lease year (August 1, 1998) and on the first day of each 
    lease year thereafter.

2.  Ratification of Lease:

    Except as expressly modified by this Amendment, all terms and conditions 
    of the Lease Agreement shall continue in full force and effect.

    IN WITNESS WHEREOF, Lessor has caused this Amendment to be executed by 
its Agent, and Tenant has caused this Amendment to be executed by its fully 
authorized officer as of the date first above written.

WITNESS:                              LANDLORD:

                                      APA PROPERTIES NO. 6 L.P.

                                      by its Agent,
                                      Peter Lawrence of Virginia, Inc.


---------------------------------     ---------------------------------
                                      James J. Shapiro, President

Name:
     ----------------------------


WITNESS:                              TENANT:

                                      STMS, INC.


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

Name:                                 Name:
     ---------------------------           -----------------------------

                                      Title:
                                            ----------------------------


                                 -1-


<PAGE>

                                LEASE AGREEMENT

     THIS LEASE AGREEMENT made and entered into this 7th day of February 
1997, by and between APA PROPERTIES NO. 6, L.P., a Delaware limited 
partnership, having an address c/o Peter Lawrence of Virginia, Inc., 13440 
Isaac Newton Square, Suite 208, Reston Virginia 22090, hereinafter referred 
to as "Lessor", and STMS, Inc., a Virginia corporation having a pre-occupancy 
address of 44880 Falcon Place, Suite 100, Sterling VA 20166, and a 
post-occupancy address of 11411 Isaac Newton Square, Reston VA 20190, 
hereinafter referred to as "Lessee". 

                                  WITNESSETH:

     1.  PREMISES: Lessor hereby leases to Lessee, and Lessee hereby leases 
from Lessor, space on the First (1st) floor, known as Suite 100, as such 
space is shown on Exhibit A, attached hereto and made a part hereof, in a 
building (the "Building") having a mailing address of, 11411 Isaac Newton 
Square, Reston, VA 20190 and which space contains an "agreed upon" Nineteen 
Thousand, One Hundred Ninety-Five (19,195) square feet of gross rentable 
space and is hereinafter referred to as the "demised premises". The Building 
is located in an office park (the "Office Park") commonly known as Isaac 
Newton Square. Lessee's interest in this Lease is subject to all covenants 
and restrictions of record and all applicable zoning, municipal, county, 
state and federal laws, statutes, codes, ordinances, rules and regulations 
affecting the Office Park. The term "Land", as used in this Lease, shall 
mean the tax lot on which the Building is located and all appurtenances 
thereto. Lessor further grants a Lessee the non-exclusive right, with the 
other Building tenant(s), to use the volleyball court, basketball court, and 
park areas adjacent to and behind the Building. At Lessee's own risk.

     2.  TERM: The lease term of six (6) years shall commence on the date 
Lessor, tenders vacant possession of the demised premises to Lessee. Lessee 
hereby agrees to accept delivery of the demised premises in their then "as is" 
condition at such time as Lessor tenders the same to Lessee. If this Lease 
commences on other than the first day of calendar month or expires on other 
than the last day of calendar month, the installment of base rent for the 
applicable month will be prorated and paid on a per diem basis based on the 
actual number of days in the applicable calendar month. The lease term shall 
expire on April 30, 2003 (4/30/03), the fifth (5th) anniversary of the lease 
commencement date plus, if the commencement date is other than the first day 
of a calendar month, the number of days between the commencement date and the 
last day of the month in which the commencement date occurred. The lease term 
shall commence upon the substantial completion of Lessor's Work (as that 
term is defined below), but in no event earlier than May 1, 1997.

     3.  RENT:

         a.  As base for the demised premises, Lessee shall pay to Lessor Two
             Hundred Fifty-Nine Thousand One Hundred Thirty-Two and 50/100 
             Dollars ($259,132.50) per annum for the first lease year, and on 
             the first day of each lease year subsequent to the expiration of 
             the first lease year throughout the term of this Lease, the base 
             rent shall, as of the first day of each such lease year, be 
             increased by the amount equal to the product obtained by 
             multiplying (i) the base rent payable for the preceding lease
             year times (ii) three (3%) percent. The base rent schedule for 
             this Lease is attached hereto as Exhibit E. If the commencement 
             date occurs on a day other than the first day of the month, base 
             rent for the first month of the term shall be apportioned. The 
             first month's base rent shall, unless provided otherwise be abated.


                                       1

<PAGE>

         b.   Base rent stipulated for each of the applicable lease years 
              shall be paid in equal one-twelfth (1/12th) installments in 
              advance on the first day of each calendar month for the 
              applicable lease year. Base rent and all other items of rent or 
              payments due Lessor under this Lease shall be paid to Lessor at 
              the address of Lessor set forth above or at such other address 
              and/or to such other party as Lessor may, from time to time, 
              designate by written notice to Lessee in the manner hereafter 
              set forth.

         c.   Lessor hereby acknowledges receipt of Lessee's check, subject 
              to collection, in the amount of Twenty-One Thousand, Five 
              Hundred Ninety-Four and 38/100 Dollars ($21,594.38), 
              representing payment of the initial security deposit required 
              by paragraph 31 of this Lease.

         d.   Lessee shall, within fifteen (15) days of Lessee's execution of 
              this Lease, pay Lessor the amount of Twenty-One Thousand, Five 
              Hundred Ninety-Four and 38/100 ($21,594.38), representing 
              advance payment of one (1) month of base rent for the second 
              month of Lease.

         e.   Lessee covenants and agrees to pay all licenses, taxes, sales 
              taxes and assessments of every kind and character imposed by 
              any governmental body, on, against or in connection with the 
              operation of the business conducted on the demised premises, or 
              against Lessee's property in or on the demised premises or on 
              any installment of base rent or item of additional rent or 
              other charge payable by Lessee under this Lease.

    4.   REPAIR AND MAINTENANCE: Lessor shall (other than for any repairs or 
replacements required as a result of the acts or omissions or negligence of 
Lessee, its agents, officers and its and their employees or invitees) 
maintain in good condition the roof and structural portions of the Building, 
pipes, wires and other components of Lessor's equipment including 
electricity, heat, light, and air conditioning equipment, windows and doors 
that are within the demised premises or run through the demised premises, all 
landscaping, curbing, sidewalks, roads, parking areas, driveways and all 
interior and exterior common areas of the Building and systems used in common 
by the tenants of the Building and generally keep the same clean. Lessee will 
maintain in good order, condition and repair (including replacements) the 
entire demised premises, including all doors and door frames, windows, 
fixtures, machinery and equipment therein. Garbage and refuse shall be stored 
at such locations and in such containers as shall be approved by Lessor, and 
if required by Lessor or any municipal or governmental directive, Lessee 
shall sort and separate its trash and refuse as it shall be directed by 
Lessor or the applicable municipal or governmental authority, as the case may 
be. Lessee agrees that extraordinary waste, such as crates, cartons, boxes, 
etc. (the discarding of used furniture or equipment being deemed 
extraordinary waste) shall be removed from the Building and disposed of by 
Lessor, at Lessee's cost and expense, and that Lessee, upon Lessor's demand, 
will promptly reimburse Lessor for such removal and disposal. Lessee shall be 
responsible for repairs and restoration to the demised premises resulting 
from, occasioned by, or arising from, any break-ins, burglaries or attempted 
break-ins or burglaries in, on or to the demised premises.

    5.   COMPLIANCE WITH REQUIREMENTS OF LAW: Except as stated below, Lessee, 
at its sole cost and expense, shall promptly comply with all laws, statutes, 
ordinances, rules, orders, regulations and requirements of the Federal, 
State, County and local government and of any and all their departments and 
bureaus with jurisdiction over the demised premises, and with any directives 
of any public officer or officers which shall impose any violation, order or 
duty upon Lessor or Lessee with respect to the demised premises and/or relate 
to the correction, prevention and/or


                                       2


<PAGE>

abatement of nuisances or other grievances in, upon or connected with the 
demised premises during the term hereof unless said nuisances or grievances 
arise from the portion of the Building or Office park not within Lessee's 
control, or arise from the acts or omissions of Lessor or third persons, in 
which event Lessee shall not be responsible for correction, prevention, or 
abatement of same. Lessee shall, at Lessee's own cost and expense, also 
promptly comply with and obey all rules, orders and regulations of all 
Lessor's insurance carriers and any fire underwriting or rating authority. 
Any governmental or municipal permits, approvals or consents required in 
order for Lessee to be able to use the demised premises for the purposes for 
which Lessee intends, and is permitted hereunder, to use the demised 
premises, if necessary, shall be obtained by Lessee, at Lessee's sole cost 
and expense, and any failure of Lessee to obtain such permits, approvals or 
consents shall not relieve Lessee of its obligations hereunder.

      Lessor shall be responsible for any required alterations or 
improvements to the Building or Common Areas to the extent required by the 
County for the certificate of occupancy. Lessee shall be responsible for any 
required alterations or improvements to the demised premises to the extent 
required by any governmental body under American with Disabilities Act of 
1990 ("ADA") arising after Lessee shall have taken possession of the demised 
premises. Lessor shall be responsible for the correction, in any manner 
deemed appropriate by Lessor, of any violations of any environmental laws, 
ordinances and regulations as applicable to the Building and Common Areas, 
provided that such responsible governmental body has given Lessor notice of 
such violation and an opportunity to cure such violation in accordance with 
the applicable environmental laws, ordinances and regulations therefor. A 
phase I environmental report dated December 12, 1995, performed by SCS 
Engineering is available for Lessee's review.

     6.  BUILDING SERVICES:

         A.   Provided Lessee is not in default under this Lease, Lessor shall
provide the following services:

            a.  Lessor shall, through the heating, ventilating and 
                air-conditioning systems of the Building, furnish to the
                demised premises during the Regular Business Hours, as such 
                term is hereinafter defined, air-conditioning, ventilation and
                heat as Lessor shall deem appropriate for the season (not to 
                exceed temperatures prescribed by any energy conservation or 
                similar regulations or orders of any governmental authority 
                having jurisdiction thereof).

            b.  Lessor will, through the existing water pipes presently 
                serving the Building, supply the Building with an adequate 
                quantity of water for lavatory and drinking purposes. 

            c.  Lessor shall furnish Lessee with electricity for Lessee's 
                ordinary office lighting and office machinery purposes based
                on Lessee's consumption of electricity on the basis of no more
                than three (3) watts per square foot (connected load) for two 
                hundred fifteen (215) hours per month. Lessor shall at its 
                option, have the right, from time to time, to survey Lessee's
                electric energy usage to determine whether Lessee's electric
                usage exceeds the standards set forth in the preceding 
                sentence, and if Lessee's usage exceeds those standards, the 
                base rent shall be appropriately increased to reflect Lessee's
                excess electrical usage. Such increase to be determined by a 
                reputable electrical surveyor selected by Lessor, which 
                increases shall be retroactive to the increase in Lessee's 
                electric use (as determined by the surveyor). The findings of 
                the surveyor shall be conclusive and binding

                                      3
<PAGE>

                   upon Lessor and Lessee. Lessee shall not install or use 
                   any machinery, equipment or lighting in the demised 
                   premises that would require more than three (3) watts of 
                   electricity per square foot (connected load) in the 
                   aggregate or that would otherwise adversely affect the 
                   Building's electrical or HVAC systems.

              d.   Lessor will furnish the demised premises with the cleaning 
                   services listed on Exhibit D. Lessor shall not be liable 
                   to provide extra cleaning services occasioned by Lessee's 
                   use of the demised premises outside of Regular Business 
                   Hours nor shall Lessor be required to provide cleaning 
                   services on weekends or legal holidays. Lessor shall be 
                   responsible to replace light bulbs, as needed in the 
                   demised premises.

         B.   The performance by Lessor of its obligations under this paragraph 
              6 is subject to Lessee's compliance with the conditions of 
              occupancy including, without limitation, number of people and 
              arrangement of partitions and interior walls, and connected 
              electrical load established by Lessor. Lessor reserves the 
              right to stop services to the demised premises when necessary, 
              in the judgment of Lessor, for reasons of accident or emergency 
              or for repairs, alterations or improvements.

         C.   Lessor will not be responsible for the failure of the heating, 
              ventilating and air-conditioning systems to meet the 
              requirements hereinbefore specified, if such failure results 
              from the occupancy of the demised premises by more than an 
              average of one person for each one hundred fifty (150) square 
              feet of space, or if Lessee installs and operates machines and 
              appliances the total connected electrical load of which 
              exceeds three (3) watts per square foot of space, or if Lessee 
              arranges or rearranges partitioning so as to interfere with 
              the normal operation of the heating, ventilating and 
              air-conditioning systems; it being understood and agreed that 
              any changes required to rectify the situation, if the 
              situation is rectifiable, shall be done by Lessor, at Lessee's 
              cost and expense, and all increases in costs necessary to 
              operate said systems, if any, occasioned by, or resulting 
              from, Lessee's acts or omissions shall be chargeable to, and 
              paid by, Lessee. Lessee agrees to keep, and cause to be kept 
              closed, all the windows and the doors (except when ingress or 
              egress is required) into the demised premises at all times, 
              and Lessee agrees to cooperate fully with Lessor, and to abide 
              by all the regulations and requirements which Lessor may 
              reasonably prescribe for the proper functioning and protection 
              of said heating, ventilating and air-conditioning systems.

         D.   For the purposes of this Lease, the term (i) "Regular Business 
              Hours" shall mean the hours between 8:00 A.M. and 6:00 P.M. on 
              business days and (ii) "business days" shall exclude Saturdays, 
              Sundays and all days observed by the State or Federal 
              Government as holidays and such other days designated as legal 
              holidays by the applicable building service union employees' 
              service contract and/or by the applicable operating engineers' 
              contract. However, "Regular Business Hours" include Martin 
              Luther King Day, Columbus Day, Presidents' Day and Veteran's 
              Day.

         E.   In the event any one of the heat, ventilation, air conditioning 
              or electricity service are interrupted, Landlord will make 
              every effort to restore failing equipment as soon as possible, 
              subject to force majeure.

    7.   ALTERATIONS: Lessee shall make no additions, installations, 
alterations or changes in or to the demised premises without obtaining the 
prior written, permission of Lessor. In any event, all installations, 
alterations or work done by Lessee shall at all times comply with:

              a.   Laws, rules, orders and regulations of all governmental or 
                   municipal bodies, authorities, departments or agencies 
                   having

                                       4


<PAGE>

              jurisdiction thereof and such rules and regulations as Lessor 
              shall promulgate.

         b.   Plans and specifications prepared by and at the expense of 
              Lessee theretofore submitted to Lessor for its prior written 
              approval; no installations, alterations or any other work shall 
              be undertaken, started or begun by Lessee, its agents, servants 
              or employees, until Lessor has approved such plans and 
              specifications; and no amendments or additions to such plans 
              and specifications shall be made without the prior written 
              consent of Lessor not to be unreasonably delayed or withheld.

         c.   Lessee agrees to pay Lessor's costs and expenses of reviewing 
              any plans and specifications submitted for Lessor's review plus 
              an inspection fee of One Hundred and no/100 ($100.00) Dollars 
              per inspection.

    8.   ACCESS: Lessee shall permit Lessor and others authorized by Lessor 
to enter upon the demised premises at all reasonable times with reasonable 
notice (except in the event of emergencies) to examine the condition thereof 
and conditions of Lessee's occupancy, to make such repairs, additions or 
alterations therein as Lessor may deem necessary, for such other purposes as 
may be related to Lessor's ownership or to exhibit the same to prospective 
tenants, purchasers and/or mortgagees. Lessee shall permit Lessor to erect, 
use and maintain unexposed pipes, wires, ducts and conduits in and through 
the demised premises. Lessor or Lessor's agents shall have the right to enter 
the demised premises to facilitate the making of repairs and improvements to 
other portions of the Building, including other tenant's space, and to make 
such repairs or alterations as Lessor deems desirable for the proper 
operation of the Building. Lessor shall have the right to enter the demised 
premises at any time, to examine them, or when necessary for the protection 
of the demised premises and/or the Building. In connection, with the 
foregoing, Lessor shall be allowed to take all materials into and upon the 
demised premises that may be required for such repairs, improvements or 
alterations, without the same constituting an eviction of Lessee in whole or 
in part, and without any abatement or diminution of the Basic Rent or 
additional rent. In making of such repairs or alterations, Lessor, to the 
extent practicable and consistent with efficiency and economy, will exercise 
reasonable diligence so as to minimize the disturbance of or interference 
with the business of Lessee. Nothing herein contained however, shall be 
deemed or construed to impose on Lessor any obligation responsibility or 
liability whatsoever for the care, supervision or repair of the Building or 
any part thereof, other than as herein provided. Lessor shall also have the 
right, at any time, without the same constituting an actual or constructive 
eviction, and without incurring any liability to Lessee therefor, to change 
the arrangement and/or location of entrances or passageways, doors and 
doorways and corridors, elevators, stairs, toilets or other public parts of 
the Building, provided Lessor, at its expense, shall make such alterations, 
additions or changes which may be required to adapt the demised premises to 
such new conditions.

    9.   SIGNAGE: Lessee may not erect any sign in or on any portion of the 
demised premises visible form any point outside of the interior of the 
demised premises or the Building without Lessor's prior written approval, 
which will not be unreasonably withheld, or delayed. Lessee, at Lessee's 
expense, will be permitted to install a sign in the front of the Building 
during the lease term, which sign shall include Lessee's corporate logo, with 
said sign conforming to zoning and community association requirements 
including any required permits and approvals from any applicable governing 
authorities.

    10.  USE: Lessee shall use the demised premises solely for general office 
use purposes including computer sales and service in connection with the 
operation of its business and for no other use or purpose. Lessee shall not 
use, or permit the use of, the


                                      5

<PAGE>

demised premises contrary to any applicable statute, ordinance, law, rule or 
regulation or in violation of the certificate of occupancy.

     11.  LIABILITY:  Lessee shall save and hold Lessor harmless from all 
liabilities, charges, expenses (including counsel fees) and costs on account 
of all claims for damages and otherwise and/or suits for or by reason of any 
injury or injuries to any person or property of any kind whatsoever, whether 
the person or property of Lessee, its agents or employees or third persons, 
from any cause or causes whatsoever while on or upon or in proximity to said 
premises or due to any breach of a covenant herein by Lessee or to Lessee's 
use and occupancy of the demised premises. Lessor shall not in any manner be 
liable to Lessee for damages, losses or any other claim resulting from 
Lessor's delay or failure in delivery of the demised premises. Lessor shall 
indemnify, defend, protect, and hold Lessee harmless from and against any and 
all damage, claim, liability, cost or expense (including without limitation, 
reasonable attorneys' fees) of every kind and nature arising from any injury 
or damage to any person, property or business incurred by or claimed against 
Lessee arising directly from (i) Lessor's or its agents' ownership, 
management or control of the Building (excluding the demised premises) or the 
Common Area, (ii) Lessor's breach of any provision of this Lease, or (iii) 
any negligence or willful misconduct of Lessor or its agents.

     12.  SURRENDER AND TERMINATION:  All fixtures, equipment, improvements 
and appurtenances attached to or built into the demised premises prior to or 
during the term, whether by Lessor, at its expense or at the expense of 
Lessee, or by Lessee, shall be and remain part of the demised premises and 
shall not be removed by Lessee at the end of the term, unless Lessor, at 
least fifteen (15) days prior to the expiration of the term, notifies Lessee 
to remove the same. All of Lessee's removable trade fixtures and removable 
business equipment may be removed by Lessee upon condition that such removal 
does not materially damage the Building and that the cost of repairing any 
damage to the demised premises or the Building arising from such removal 
shall be paid by Lessee. Any property of Lessee or of any subtenant or 
occupant that Lessee has the right to remove or may hereunder be required to 
remove which shall remain in the Building after the expiration or termination 
of the term of this Lease shall be deemed to have been abandoned by Lessee, 
and either may be retained by Lessor as its property or may be disposed of in 
such manner as Lessor may see fit: provided, however, that, notwithstanding 
the foregoing, in the event of any failure of Lessee to promptly remove the 
items requested by Lessor to be removed and/or restore any damage to the 
Building or demised premises occasioned by such removal, Lessor, at Lessee's 
cost and expense, may remove the items Lessee failed to remove and/or effect 
all repairs to the Building and demised premises. If such property or any 
part thereof shall be sold, Lessor may receive and retain the proceeds of 
such sale and apply the same, at its option, against the expenses of the 
sale, the cost of moving and storage, any arrears of base rent, additional 
rent or other charge payable hereunder and any damages to which Lessor may be 
entitled hereunder or pursuant to law. Upon the expiration or other 
termination of the term of this Lease, Lessee shall quit and surrender to 
Lessor the demised premises, broom clean, in good order and condition, 
ordinary wear excepted, and Lessee shall (i) remove all of its property and 
other items that it is permitted or required hereunder to remove and (ii) 
repair all damage to the Building and/or the demised premises occasioned by 
such removal. Lessee's obligation to observe or perform this covenant shall 
survive the expiration or other termination of the term of this lease.

     13.  INDEMNITY:  (a) Lessor, its agents and its and their employees 
shall not be liable for any damage to property or Lessee or of any other 
party claiming by, through or under Lessee, nor for the loss or damage to any 
property of Lessee by theft or otherwise; (b) Lessee shall, at its own cost 
and expense, be responsible for the repairs or restoration due to, or 
resulting from, any theft or otherwise; (c) Lessor or its agent shall not be 
liable for any injury or damage to persons or property resulting from fire, 
explosion, falling plaster, steam, gas, electricity, electrical disturbance, 
water, rain or snow or leaks from any part of the Building or from the pipes, 
appliances or plumbing 


                                       6

<PAGE>
works or from the roof, street or sub-surface or from any other place or by 
dampness or by any other cause of whatsoever nature; (d) nor shall Lessor or 
its agents be liable for any such damage caused by other tenants or persons 
in the Building or caused by operations in construction of any private, 
public or quasi-public work. Lessee shall reimburse and compensate Lessor as 
additional rent for all expenditures made by, or damages or fines sustained 
or incurred by, Lessor due to non-performance or non-compliance with or breach 
or failure to observe any term, covenants or condition of this Lease upon 
Lessee's part to be kept, observed, performed or complied with.

   14. NO WAIVER. The failure of Lessor to seek redress for violation of, or 
to insist upon the strict performance of, any covenant or condition of this 
Lease shall not prevent a subsequent act, which would have originally 
constituted a violation from having all the force and effect of an original 
violation. The receipt by Lessor of rent with knowledge of the breach of any 
covenant of this Lease shall not be deemed a waiver of such breach. No 
provision of this Lease shall be deemed to have been waived by Lessor unless 
such waiver be in writing signed by Lessor. No surrender of this Lease shall 
be effective without Lessor's written agreement to accept such surrender. No 
payment by Lessee, or receipt by Lessor, of a lesser amount than the full rent, 
additional rent or payment obligation hereunder shall be deemed to be other 
than on account for the sum or sums stipulated hereunder, nor shall any 
endorsement or statement on any check or any letter accompanying a payment by 
Lessee be deemed an accord and satisfaction and Lessor may accept such check 
or payment without prejudice to Lessor's right to recover the balance of such 
rent, additional rent or other payment or pursue any other remedy available 
to Lessor. No waiver, on the part of Lessor, its successors or assigns, of 
any default or breach by Lessee of any covenant, agreement or condition of 
this Lease shall be construed to be a waiver of the rights of Lessor as to 
any prior or future default or breach by Lessee.

   15. SUBORDINATION:


       a. Provided that Lessee is granted a non-disturbance agreement on the 
          applicable lender's then standard form, this Lease is, or will be, 
          subject and subordinate to the lien of any and all mortgages, deeds 
          of trust or other security devices which may now or hereafter 
          affect or encumber all or any portion of the Building or the land 
          underlying the same and the land and other property appurtenant to 
          the use and enjoyment of the Building (collectively, the "Land"). 
          Notwithstanding such subordination, Lessee's right to quiet 
          possession of the demised premises shall not be disturbed if Lessee 
          is not in default and so long as Lessee shall pay the rent and 
          observe and perform all of the provisions of this Lease, unless 
          this Lease is otherwise terminated pursuant to its terms. This 
          clause shall be self-operative and no further instrument of 
          subordination shall be required by any mortgagee, or holder of 
          another security device or holder of a ground leasehold interest. In
          confirmation of such subordination, however, Lessee agrees to 
          execute and acknowledge any documents reasonably required to 
          effectuate an attornment, a subordination, or to make this Lease or 
          any option granted herein prior to the lien of any mortgage, deed 
          of trust or other security devices, as the case may be. Upon 
          Lessee's request, Lessor shall reasonably pursue a Non-Disturbance 
          Agreement from Lessor's Lender which shall be agreeable to Lender 
          and Lessor in its sole discretion.

       b. Notwithstanding the foregoing, in the event any such mortgagee or 
          the holder of any deed to secure debt, other security device or 
          ground leasehold interest shall elect to make the lien of this 
          Lease prior to the lien of its mortgage, deed to secure debt, other 
          security device or ground leasehold interest, then, upon such party 
          giving



                                       7

                   
<PAGE>


             Lessee written notice to such effect, this Lease shall be deemed 
             to be prior in lien to the lien of such mortgage deed to secure 
             debt, other security device or ground leasehold interest, 
             whether dated prior or subsequent thereto.

     16. INSURANCE: Lessee shall, during the term hereof, keep in full force 
and effect (i) public liability and property damage insurance with respect to 
the demised premises and the use and/or business operated by Lessee in the 
demised premises, in which the limits of public liability shall not be less 
than Two Million and no/100 ($2,000,000.00) Dollars on account of personal 
injury to or the death of any one or more persons, as a result of any 
accident or disaster, and One Million and no/100 ($1,000,000.00) Dollars on 
account of damage to property; (ii) fire and extended coverage insurance with 
VMM and sprinkler leakage coverage in an amount sufficient to cover the cost 
of replacing its property and fixtures, (iii) glass breakage and replacement 
insurance, (iv) worker's compensation and employer's liability insurance in 
accordance with the laws of the Commonwealth of Virginia and (v) when 
required by Lessor, such other insurance against other insurable hazards and 
in such amounts as may, from time to time, be commonly and customarily 
insured against and are generally available.

      a.     The limits of said insurance shall not, however, in any way limit 
             the liability of Lessee under this Lease.

      b.     All insurance policies which Lessee is required to secure and 
             maintain shall be in such form and by companies acceptable to 
             Lessor.

      c.     Lessee shall include in its fire and glass insurance policies 
             for the demised premises appropriate clauses pursuant to which 
             the insurance carriers (i) waive all rights of subrogation 
             against Lessor, Lessor's mortgagees and holders of any ground 
             lease, with respect to losses payable under such policies and/or 
             (ii) agree that such policies shall not be invalidated should 
             the insured waive, in writing, prior to a loss any or all right 
             of recovery against any party for losses covered by such 
             policies. If Lessee, at any time is unable to obtain such 
             inclusion of either of the clauses described in the preceding 
             sentence, Lessee shall have Lessor, Lessor's mortgagees and 
             holders of any ground lease named in such policies as insured. 
             Lessee hereby waives any and all right of recovery which it 
             might otherwise have against Lessor, its contractors, agents and 
             its and their employees, for loss or damage to Lessee's 
             furniture, furnishings, fixtures and other property and all other 
             losses covered by the insurance required to be carried by 
             Lessee. Lessee shall, concurrently with its execution of this 
             Lease (and thereafter, at least thirty (30) days prior to the 
             expiration of any policy) furnish Lessor with a duplicate 
             original of all insurance carried by Lessee at the demised 
             premises with evidence that the premiums therefor have been paid 
             current.

      d.     All public liability policies required by this Lease to be 
             obtained by Lessee shall name Lessor and such other parties as 
             Lessor shall designate as an insured thereunder.

     17. DEFAULT: Time is of the essence with regard to the performance of 
Lessee's obligations under this Lease. Any of the following constitutes a 
default of this Lease by Lessee:

                                      8

<PAGE>

          a. Failure to pay any installment of base rent, item of additional 
             rent or other charge payable under this Lease on the applicable
             payment date plus the five (5) day grace period.

             Lessee shall pay Lessor interest at the rate of eighteen (18%)
             percent simple interest per annum (or if such rate be illegal,
             at the maximum rate permitted by law, and any payment in excess
             of that which is permitted by law shall, and be deemed to be, an
             advance payment of base rent and shall be applied against the 
             installments of base rent next becoming due) on all payments due
             under this Lease that are not made on the date when due, calculated
             from the date when due until paid in full.

          b. Failure to cure any other default of Lessee's obligations under
             this Lease for a period of ten (10) days after notice specifying 
             the nature of the default. 

          c. Vacation or abandonment of the demised premises.

          d. Lessee files a voluntary petition in bankruptcy or is adjudicated
             insolvent or a bankrupt, or makes an assignment for the benefit 
             of creditors, or files a petition for relief under any applicable
             bankruptcy law, or consents to the appointment of a trustee or
             receiver of all or any substantial part of its property; or

          e. An involuntary petition under any applicable bankruptcy law is 
             filed against Lessee and is not vacated within thirty (30) days.


     16. LESSOR'S REMEDIES: Upon Lessee's default and the expiration of any 
applicable grace period, Lessor may (at Lessor's option and in addition to 
all other rights provided in this Lease, at law or in equity) take any one or 
more of the following actions without further notice or demand.

          a. Terminate this Lease and Lessee's right of possession 
             of the demised premises, and recover all damages to which Lessor is
             entitled under law, specifically including, but without limitation,
             all of Lessor's expenses of reletting (including, without 
             limitation, rental concessions to new tenants, repairs, 
             alterations, legal fees and brokerage commissions), unless Lessee 
             cures its default within ten (10) days after Lessor's written 
             notice of Lessor's intent to exercise this action as described in
             this Paragraph 18(a). If Lessor elects to terminate this Lease,
             every obligation of the parties shall cease as of the date of such
             termination, except that Lessees shall remain liable for payment of
             rent and performance of all other terms and conditions of this 
             Lease to the date of termination.

          b. Terminate Lessee's right of possession of the demised 
             premises without terminating this Lease, in which event Lessor 
             may, but shall not be obligated to, relet the demised premises, or
             any part thereof, for the account of Lessee, for such rent and term
             and upon such other conditions as are acceptable to Lessor unless 
             Lessee cures its default within ten (10) days after Lessor's 
             written notice of Lessor's intent to exercise this action as 
             described in this Paragraph 18(b). For purposes of such reletting, 
             Lessor is authorized to redecorate, repair, alter and improve the 
             demised premises to the extent necessary to Lessor's sole 
             discretion. Until Lessor relets the demised premises. Lessee shall 
             remain obligated to pay rent to Lessor as provided in this Lease. 
             If and when the demised premises are relet and if a sufficient sum 
             is not realized from such

                                       9
<PAGE>


               reletting after payment of all Lessor's expenses of reletting 
               (including, without limitation, rental concessions to new 
               tenants, repairs, alterations, legal fees and brokerage 
               commissions) to satisfy the payment of rent due under this 
               Lease for any month, Lessee shall pay Lessor any such 
               deficiency upon demand. Lessee agrees that Lessor may file 
               suit to recover any sums due Lessor under this paragraph 18b 
               from time to time and that such suit or recovery of any amount 
               due Lessor shall not be any defense to any subsequent action 
               brought for any amount not previously reduced to judgment in 
               favor of Lessor.

          c.   Terminate this Lease and Lessee's right of possession of the 
               demised premises, and recover from Lessee the net present value 
               of the rent due from the date of termination until the stated 
               expiration date, discounted at the lesser of the prime rate of 
               Citibank, N.A. as of the date of termination of five (5%) percent
               per annum, unless Lessee cures its default within ten (10) days
               after Lessor's written notice of Lessor's intent to exercise this
               action as described in this Paragraph 18(c).

          d.   Re-enter and repossess the demised premises and remove all 
               persons and effects therefrom, by summary proceeding, ejectment 
               or other legal action or by using such force as may be necessary.
               Lessor shall have no liability by reason of any such re-entry, 
               repossession or removal.

          e.   Pursue any other remedy now or hereafter available to Lessor 
               under the laws or judicial decisions of the state wherein the 
               demised premises are located. Unpaid installments of rent and 
               other unpaid monetary obligations of Lessee under the terms of 
               this Lease shall bear interest from the date due at the lesser 
               of thirteen (13%) percent per annum or the maximum rate then 
               allowable by law.

          f.   If Lessor takes possession pursuant to this paragraph 18, with 
               or without terminating this Lease, Lessor may, at its option, 
               enter unto the demised premises, remove Lessee's improvements, 
               signs, personal property, equipment and other evidences of 
               tenancy, and store or dispose of them, at Lessee's risk and 
               expense or as Lessor may see fit, and take and hold possession 
               of the demised premises, provided, however, that if Lessor 
               elects to take possession only without terminating this Lease, 
               such entry and possession shall not terminate this Lease or 
               release Lessee, in whole or in part, from the obligation to 
               pay the base rent and additional rent and other charges 
               payable under this Lease for the full term or from any other 
               obligation under this Lease.

          This Lease shall not be deemed to be terminated by Lessor's entry on 
the demised premises or by any other act unless Lessor specifically expresses 
its intent to terminate this Lease.

          Lessor's remedies in this paragraph 18 are cumulative and in addition 
to any other remedies available at law or in equity.

     19.  DESTRUCTION - FIRE OR OTHER CAUSE: If the demised premises shall be 
partially damaged by fire or other cause without the fault or neglect of 
Lessee or Lessee's servants, employees, agents, invitees or licensees, Lessor 
shall, upon Lessor's receipt of the insurance proceeds and to the extent such 
proceeds are allocable or attributable to the demised premises, repair the 
portions of the demised premises


                                       10

<PAGE>

covered by Lessor's insurance, and the rent until such repairs shall have 
been made shall be apportioned according to the part of the demised premises, 
which is usable by Lessee. But if such partial damage is due to the fault or 
neglect of Lessee or Lessee's servants, employees, agents, invitees or 
licensees, without prejudice to any other rights and remedies of Lessor and 
without prejudice to the rights of subrogation of Lessor's insurer, the 
damages shall be repaired by Lessor but there shall be no apportionment or 
abatement of rent. If the demised premises are totally damaged or are 
rendered wholly untenantable by fire or other cause and Lessor shall decide 
not to restore or not to rebuild the same, or if the Building shall be so 
damaged that Lessor shall decide to demolish it or not to rebuild it, or if 
the damage occurs in the last year of the then term of this Lease, or if the 
Building (whether or not the demised premises have been damaged) should be 
damaged to the extent of fifty (50%) percent or more of the then monetary 
value thereof, or if the damage resulted from a risk not fully covered by 
Lessor's insurance, then or in any of such events, Lessor may, within ninety 
(90) days after such fire or other cause, given Lessee a notice of Lessor's 
election to cancel this Lease, and thereupon the term of this Lease shall 
expire by lapse of time upon the third day after such notice is given, and 
Lessee shall vacate the demised premises and surrender the same to Lessor. 
For purposes of this Lease, the term "Lessor's receipt of insurance proceeds" 
shall mean the portion of the insurance proceeds paid over to Lessor free and 
clear of any collection by mortgagees for the value of the damage, attorney 
fees and other costs of compromise, adjustment, settlement and collection of 
the insurance proceeds. Notwithstanding any provisions of this Paragraph 19 
to the contrary, if, without fault or neglect of the Lessee, the demised 
premises are usable but the Building is so damaged that use of the demised 
premises is impractical, rent will be abated until the Building is restored, 
and if restoration is not completed within 150 days of the damage occurrence, 
either Lessor or Lessee upon written notice can terminate the lease without 
further liability on Lessor or Lessee.

    20.  LEGAL FEES: In the event it shall become necessary for either party 
at any time to institute any legal action or proceedings of any nature for 
the enforcement of this Lease, or any of the provisions hereof, or to employ 
an attorney-at-law therefor and said party prevails in such action or 
proceedings, then the non-prevailing party shall pay to the prevailing party 
such prevailing party's costs (including a reasonable attorney's fee) 
incurred in such action or proceedings.

    21.  CONDEMNATION: If all of the Building is taken by or under the power 
of eminent domain (or conveyance in lieu thereof), this Lease shall terminate 
on the date the condemning authority takes possession. In all other cases of 
any taking of the Building or the Land by the power of eminent domain (or 
conveyance in lieu thereof), Lessor shall have the option of electing to 
terminate this Lease. If Lessor does not elect to terminate, Lessor shall do 
the work necessary so as to constitute the portion of the Building not so 
taken a complete architectural unit and Lessee shall do all other work 
necessary for it to use and occupy the demised premises for its permitted 
purpose. During the period of Lessor's repairs, rent shall abate in an amount 
bearing the same ratio as the portion of the demised premises usable by 
Lessee bears to the entire demised premises. Rent shall be equitably 
adjusted, as of the date the condemning authority permanently acquires 
possession of any portion of the demised premises, to reflect any permanent 
reduction in the tenantable portion of the demised premises. Lessee shall not 
be entitled to, hereby expressly waives, and hereby assigns to Lessor all 
Lessee's right, title and interest in and to any condemnation award for any 
taking (or consideration paid for a conveyance in lieu thereof), whether 
whole, partial, temporary or permanent, and whether for diminution of the 
value of Lessee's interest in this Lease or term thereof or to the lease 
improvements or for any other claim or damage, (including, without 
limitation, severance damages and loss of, or damage to, Lessee's trade 
fixtures, except Lessee shall not be precluded from seeking a separate claim 
for leasehold improvements, business damages or moving expenses against the 
condemning authority provided any awards or proceeds sought by, or paid to, 
Lessee does not reduce or diminish in any way or amount the awards or 
proceeds otherwise payable to Lessor. Notwithstanding any provisions of this 
Paragraph 20 to the

                                   11
<PAGE>

contrary, if a condemnation reduces the amount of usable square feet in the 
demised premises below 19,195 square feet, Lessee shall have the option of 
terminating the lease without further liability following said termination.

     22. ASSIGNMENT AND SUBLETTING: Lessee shall not assign this Lease or 
sublease all or any portion of the demised premises during the term of this 
Lease without first obtaining the written consent of Lessor, which consent 
will not be unreasonably delayed or withheld.

     23. PARKING: Lessee shall not park any vehicle, in any area, where said 
parking will constitute a problem to other tenants. Parking areas shall be 
provided at no additional cost to Lessee. Lessor reserves the right at all 
times during the term hereof to designate and redesignate such parking areas 
and to proscribe the use thereof by reasonable rules and regulations. Lessee, 
its officers, employees, guests, invitees and visitors shall not at any time 
park trucks or vehicles in any of the areas designated for automobile 
parking. Lessor shall have no responsibility to police or otherwise insure 
Lessee's or other lessees' use thereof. Lessee shall not be entitled to any 
designated parking spaces. Parking areas shall be provided by Lessor for use 
by Lessee, its officers, employees, guests, invitees and visitors in common 
with the other tenants of the Office Park, their officers, employees, guests, 
invitees, visitors and such other parties as Lessor shall, from time to time, 
permit, on a "first come-first served" basis. All parking spaces and parking 
areas shall be non-attended and shall be utilized at the vehicle owner's own 
risk. Lessor shall not be liable for any injury to persons or property or 
loss by theft or otherwise to any vehicle or its contents. Vehicles parked on 
lawn areas are subject to being towed away at vehicle owner's expense.

     24. KEYS: Lessor shall, at the commencement of the term of this Lease, 
furnish Lessee, at no cost to Lessee, with two (2) keys for the entrance to 
the demised premises. Lessee acknowledges that such locks may be master 
keyed. If Lessee needs additional keys, such keys must be obtained from 
Lessor and Lessee will pay to Lessor the then standard Building charge for 
additional keys. At the expiration or earlier termination of this Lease, 
Lessee shall surrender all such keys to Lessor. Lessee shall not add 
additional locks or change locks without Lessor's prior written consent and 
then only if Lessee furnishes Lessor with two (2) copies of each key required 
to gain access to all portions of the demised premises.

     25. MECHANICS' LIENS: Neither Lessor nor the property shall be liable 
for any labor, services or materials furnished or to be furnished to Lessee 
upon credit, and no mechanic's or other lien for any such labor, services or 
materials shall attach to, encumber or in any way affect the reversionary 
interest or other estate or interest of Lessor in and to the Building or the 
Land. Nothing in this Lease shall be construed as a consent by Lessor to 
subject Lessor's reversionary interest in the demised premises to liability 
under any lien or other law. If, as a result of any work or installation made 
by, or on behalf of Lessee, or Lessee's maintenance and repair of the demised 
premises, a claim of lien or lien is filed against the demised premises or 
all or any portion of the Building or the Land, within ten (10) days after it 
is filed, Lessee shall either satisfy the claim of lien or lien. If Lessee 
fails to do so within the ten (10) day period, Lessor may satisfy the lien, 
and Lessee shall reimburse Lessor for all Lessor's costs and expenses 
(including reasonable attorneys' fees) incurred in connection therewith.

     26. NOTICES: All notices by Lessee to Lessor or by Lessor to Lessee with 
regard to this Lease must be in writing and shall be deemed conclusively 
delivered when same are either hand delivered, or deposited in the U.S. mail, 
postage prepaid, certified, return receipt requested, or picked up for 
delivery by a nationally recognized courier for overnight delivery with such 
delivery charge being prepaid, if to Lessor, addressed to Lessor at the 
address set forth for Lessor on page 1 of this Lease or if to Lessee, at the 
address set forth for Lessee on page 1 of this Lease prior to Lessee's 
initial occupancy of the demised premises and thereafter with a duplicate to 
Lessee at the

                                      12


<PAGE>

demised premises, attention: Manager of Facilities. Either party hereto may, 
by notice given as aforesaid, designate a different address or addresses for 
notices.

   27.  LESSEE'S PROPORTIONATE SHARE:

        a.  Lessee agrees to pay its proportionate share of (i) any increase 
            in real property taxes and assessments, as hereinafter defined 
            (including any changes or additions to any existing method of 
            taxation) over and above those imposed, levied or assessed 
            against the Land and Building for the base year (namely, calendar 
            year 1997), (ii) any increase in premiums for fire, casualty and 
            extended coverage (including, without limitation, rent insurance 
            and VMM) and public liability insurance premiums over and above 
            those charged for the base year (namely, calendar year 1997) for 
            the Land and Building and (iii) any increase in Operating 
            Expenses, as such term is hereinafter defined, for the Land and 
            Building over and above those incurred or expended by Lessor for 
            the base year (namely, calendar year 1997). Lessee's proportionate 
            share for the purposes of this paragraph 27 shall be Forty-six 
            and Fifteen Hundredths percent (46.15%). The percentage was 
            computed on the basis that the demised premises consist of 
            Nineteen Thousand, One Hundred Ninety-Five (19,195) gross 
            rentable square feet and the Building consists of Forty-One 
            Thousand, Five Hundred Ninety-Six (41,596) gross rentable square 
            feet. Lessee's proportionate share shall be recomputed if, and 
            each time, the aggregate size of the Building is reduced.

        b.  As used herein, the term "Operating Year" shall mean each 
            calendar year subsequent to the base year and the term "Operating 
            Expenses" shall mean the total of the amount of expenses, costs 
            or charges expended, paid or incurred by Lessor in any calendar 
            year with respect to the repair, replacement, operation and 
            maintenance of the Building and Land, such as, by way of 
            illustration only not intended to be all inclusive, electricity, 
            water, fuel, water rates, sewer charges or rent, air 
            conditioning, labor costs, security costs, elevator charges, 
            service contracts, management charges, window and other cleaning, 
            refuse removal, landscaping, interior and exterior repairs and 
            replacements, and drainage and parking field operation, 
            maintenance, repairs and replacements (including, without 
            limitation, lighting, striping and resurfacing), the cost of 
            painting and decorating the common areas of the Building and all 
            other expenses, costs and charges relative to the repair, 
            replacement, operation and maintenance of the Building and Land, 
            including all legal and auditing fees necessarily incurred in 
            connection with the foregoing and including all improvements and 
            equipment required by any federal, state or local law or 
            government regulation.

        c.  As used herein, the term "real property taxes and assessments" 
            shall include any form of real estate tax or assessment, general, 
            special, ordinary or extraordinary, and any license fee, commercial
            rental tax, improvement bond or bonds, levy or tax (other than 
            inheritance, personal income or estate taxes) imposed on the Land 
            and/or Building by an authority having the direct or indirect 
            power to tax, including any local, city, state or federal 
            government, or any school, agricultural, sanitary, fire, street, 
            drainage or other improvement district thereof, as against any 
            legal or equitable interest of Lessor in the Land and/or 
            Building, as against Lessor's right to rent or other income 
            therefrom or as against Lessor's


                                       13

<PAGE>

              business of leasing the Land and/or Building. The term "real 
              property taxes and assessments" shall also include any tax, 
              fee, levy, assessment or charge (i) in substitution of, or in 
              addition to, partially or totally, any tax, fee, levy, 
              assessment or charge herein-above included within the 
              definition of "real property taxes and assessments", or 
              (ii) the nature of which was hereinbefore included within the 
              definition of "real property taxes and assessments" or 
              (iii) which is imposed by reason of this transaction or any 
              modification or changes hereto.

         d.   Lessee shall pay, prior to delinquency, all taxes assessed 
              against and levied upon trade fixtures, furnishings, equipment 
              and all other personal property of Lessee contained in the 
              demised premises. When possible, Lessee shall cause said trade 
              fixtures, furnishings, equipment and all other personal 
              property to be assessed and billed separately form the real 
              property of Lessor.

         e.   If any of Lessee's personal property shall be assessed with 
              Lessor's real property, Lessee shall pay Lessor the taxes 
              attributable to Lessee's property within ten (10) days after 
              receipt of a written statement from Lessor setting forth the 
              taxes applicable to Lessee's property.

         f.   In determining Operating Expenses for an Operating Year, if 
              less than all of the Building's rentable area shall have been 
              occupied by tenants at any time during any such Operating 
              Year, Operating Expenses shall be determined for such Operating 
              Year to be an amount equal to the like expenses which would 
              normally be expected to be incurred had all such areas been 
              occupied throughout such Operating Year.

         g.   Real property taxes and assessments, premiums for insurance 
              carried by Lessor and Operating Expenses shall hereafter 
              collectively be referred to as the "Expenses".

         h.   Lessee shall, on the first day of the month following the date 
              Lessor furnishes Lessee with Lessor's estimate of Lessee's 
              proportionate share of the increase in Expenses over the base 
              year, commence paying to Lessor the amount so estimated by 
              Lessor, which estimated amount shall be payable in equal 
              monthly installments in the amount necessary to pay the 
              estimated increase in Expenses prior to the expiration of the 
              first calendar year subsequent to the base year, which 
              installments shall continue to be paid by Lessee on the first 
              day of each month in advance until Lessor furnishes Lessee with 
              a statement setting forth the actual increase in Expenses for 
              the applicable calendar year and showing Lessee's proportionate 
              share thereof, together with notice to Lessee stating whether 
              the installments of Lessee's proportionate share of the 
              increase in Expenses previously made for the period of time to 
              which such statement relates is greater or less than the amount 
              actually paid, or payable, by Lessor for such period and (i) if 
              there shall be a deficiency, Lessee shall pay the amount 
              thereof within (10) days after demand therefor or (ii) if there 
              shall be an overpayment, Lessor shall promptly either refund to 
              Lessee the amount thereof or permit Lessee to credit the amount 
              thereof against subsequent payments payable under this 
              paragraph 27, and on the first day of the month following the 
              month in which the applicable statement is furnished to Lessee 
              and monthly thereafter until a new statement shall be furnished 
              to Lessee by Lessor, Lessee shall pay to Lessor an


                                      14

<PAGE>

            amount equal to one-twelfth (1/12th) of Lessee's proportionate 
            share of the actual increase in Expenses shown on the statement 
            last submitted to Lessee. Lessor may, no more than twice in any
            calendar year, furnish to Lessee a revised statement of Lessor's 
            estimate of Lessee's proportionate share of Expenses for such 
            calendar year, and in each such case, the monthly installments 
            of Lessee's proportionate share of Expenses shall be adjusted and 
            paid substantially in the same manner as provided in the 
            preceding sentence. Lessee's obligation to pay base rent and 
            additional rent for any period of time attributable or allocable 
            prior to the expiration of this Lease shall survive the 
            expiration or earlier termination of this Lease and any failure 
            of Lessor to provide Lessee with a statement shall not relieve or 
            release Lessee for its obligation to pay its proportionate share 
            of any increase in Expenses at such time as the applicable 
            statement is furnished to Lessee.

       i.   "Operating Expenses" shall exclude the following: (i) Legal fees, 
            space planners' fees, real estate brokers' leasing commissions 
            and advertising expenses incurred in connection with the original 
            or future leasing of space in the Building; (ii) Costs of 
            correcting defects in, or inadequacy of, the design or 
            construction of the Building or the materials used in the  
            construction of the Building or the equipment or appurtenances 
            thereto to the extent covered by warranties and recovered 
            by Lessor; (iii) Depreciation, interest and principal payments on 
            mortgages and other debt costs, if any, other than amortization of 
            and the interest factor attributable to permitted capital 
            improvements; (iv) the cost of any item or items for which Lessor 
            is reimbursed by insurance or reimbursed by Lessee or by other 
            Lessees of the building, (v) ground rent; (vi) costs incurred as 
            a result of the negligent or torrious acts or omissions of 
            Lessor, its agents, employees and contractors; (vii) any bad debt 
            loss or rent loss; (viii) salaries and other compensation paid to 
            executive employees above the grade of Building Manager; and (ix) 
            costs of any services provided to any Lessee in the Building and 
            not made available to Lessee on the same basis.

   28. SECURITY SERVICES: Lessee acknowledges that Lessor is not providing, 
and is not obligated to provide, any security protection services to the 
demised premises, Building or Land.

   29. "AS IS": Lessor at its sole cost and expense, shall do the work 
identified as "Lessor's Work" on the annexed Exhibit B. All other work 
necessary for Lessee's use occupancy and operation of the demised premises 
for their intended purposes (other than for the repairs and other work 
Lessor is, by the terms of paragraph 4 of this Lease, expressly obligated to 
do) shall be done by Lessee, at Lessee's sole cost and expense, pursuant to 
the terms and conditions of this Lease.

   30. WAIVER OF JURY AND COUNTERCLAIM: It is mutually agreed by and between 
Lessor and Lessee that the respective parties hereto shall and they hereby do 
waive trial by jury in any action, proceeding or counterclaim brought by 
either of the parties hereto against the other on any matters whatsoever 
arising out of or in any way connected with this Lease, the relationship of 
Lessor and Lessee, Lessee's use or occupancy of said demised premises and/or 
any claim of injury or damage and any emergency statutory or any other 
statutory remedy. It is further mutually agreed that in the event Lessor 
commences any summary proceeding or action for non-payment of rent, 
additional rent or other charge payable hereunder, Lessee will not interpose 
any counterclaim of whatsoever nature or description in such proceeding or 
action or seek to consolidate any action or proceedings with Lessor's action 
or proceeding. Lessor and

                                      15

<PAGE>

Lessee agree that in the event of any litigation regarding this 
Lease, its terms and the enforcement of the rights and obligations 
of the parties hereto, the sole proper venue for any such 
litigation shall be in Fairfax County, Virginia.

     31. SECURITY: Lessee has deposited with Lessor the sum of Twenty-One 
thousand, Five Hundred Ninety-Four and 38/100 Dollars ($21,594.38) as 
security for the faithful performance and observance by Lessee of the terms, 
provisions and conditions of this Lease; it is agreed that in the event 
Lessee defaults in respect of any of the terms, provisions and conditions of 
this Lease, Lessor may, without prejudice to any other remedy which Lessor 
may have on account therefor, appropriate, use, apply or retain the whole or 
any part of the security so deposited to the extent required for the payment 
of any sum as to which Lessee is in default and Lessee shall forthwith, upon 
demand of Lessor, restore said security to the original sum deposited. Lessor 
may commingle the security deposit with its other funds and no interest shall 
be payable to Lessee. In the event that Lessee shall fully and faithfully 
comply with all of the terms, provisions, covenants and conditions of this 
Lease, the security shall be returned to Lessee after the date fixed at the 
end of this Lease and after delivery of entire possession of the demised 
premises to Lessor. In the event of a sale of the Land and Building or 
leasing of the Building, Lessor shall have the right to transfer the security 
to the vendee or lessee and Lessor shall thereupon be released by Lessee from 
all liability for the return of such security.

     32. VIRGINIA LAW: This Lease shall be governed by and 
construed in accordance with the laws of, or applicable to, the 
Commonwealth of Virginia.

     33. BROKER: Lessee represents that the sole broker 
instrumental in consummating this Lease was The Mark Winkler 
Company and that no dealings or prior negotiations were had with 
any other broker concerning the renting of the demised premises. 
Lessee agrees to hold Lessor harmless against any claims for 
brokerage commissions, other than those made by The Mark Winkler 
Company, arising out of any conversations had by Lessee with any 
broker other than The Mark Winkler Company.

     34. RECORDING: Lessee shall not record this Lease or a 
memorandum thereof without the written consent of Lessor.

     35. RULES AND REGULATIONS: Lessee shall observe faithfully and 
comply strictly with the rules and regulations set forth in Exhibit 
C attached hereto and made a part hereof and any amendments or 
supplements thereto and such further rules and regulations as 
Lessor may, from time to time, adopt or promulgate.

     36. FAILURE TO DELIVER POSSESSION: If Lessor is unable to 
deliver possession of all or any portion of the demised premises, 
because of the holding-over or retention of possession of any 
tenant, under tenant or occupant, or for any other reason, Lessor 
shall not be subject to any liability for failure to give 
possession and the validity of this Lease shall not be impaired 
under such circumstances, nor shall the same be construed in any 
way to extend the term of this Lease. If permission is given to 
Lessee to enter into the possession of all or any portion of the 
demised premises prior to the date specified as the commencement 
of the term of this Lease, Lessee covenants and agrees that such 
occupancy shall be deemed to be under all the terms, covenants, 
conditions and provisions of this Lease, except as to the covenant 
to pay rent. Lessor represents and warrants that the demised 
premises are currently vacant and are not currently under lease.

     37. WAIVER OF LIABILITY: The term "Lessor" as used in this 
Lease shall mean only the owner or mortgagee in possession, for the 
time being, of the Building, or the lessee or leasehold mortgagee 
in possession, for the time being, of a lease of the Building 
(which may include a lease of the Land), so that in the event of 
any transfer of title to the Building or any assignment of said 
lease, or in the event of a lease of the


                                       16

<PAGE>

Building or of the Land and Building, the entity so transferring, assigning 
or leasing shall be and hereby is entirely freed and relieved of all 
covenants and obligations of Lessor hereunder, and it shall be deemed and 
construed as a covenant running with the Land without further agreement 
between the parties and their successors in interest, or between the parties 
and any such transferee, assignee or lessee, that the said transferee, 
assignee or lessee has assumed and agreed to carry out any and all covenants 
and obligations of Lessor hereunder. Lessee agrees to look solely to (a) the 
estate and interest of Lessor in the Land and Building, and subject to prior 
right of any mortgage of the Land and/or Building, for the collection of any 
judgment (or other judicial process) recovered against Lessor based upon the 
breach by Lessor of any of the terms, conditions or covenants of this Lease 
on the part of Lessor to be performed, (b) available insurance coverage, and 
no other property or assets of Lessor shall be subject to levy, execution or 
other enforcement procedures for the satisfaction of Lessee's remedies under 
or with respect to either this Lease, the relationship of Lessor or Lessee 
hereunder, or Lessee's use and occupancy of the demised premises.

    38.  RIGHT OF LESSOR TO DISCHARGE OBLIGATIONS OF LESSEE: If Lessee shall 
fail to perform or observe any of the terms, obligations or conditions 
contained herein on its part to be performed or observed hereunder, within 
the time limits set forth herein, Lessor may, at its option, but shall be 
under no obligation to do so, perform or observe the same and all costs and 
expenses incurred or expended by Lessor in such performance or observance 
shall, upon demand by Lessor, be immediately repaid to Lessor by Lessee 
together with interest thereon at the higher of eighteen (18%) percent per 
annum or one hundred twenty (120%) percent of the prime rate charged by 
Citibank, N.A. (or if both rates be illegal, at the maximum rate permitted by 
law) to the date of repayment. For the purposes of this Lease, the term 
"prime rate" shall mean the rate then being charged by citibank, N.A. to its 
largest corporate customers for unsecured loans of ninety (90) days or less.

    39.  INABILITY TO PERFORM: If, by reason of (1) strike, (2) labor 
troubles, (3) governmental pre-emption in connection with a national 
emergency, (4) any rules, order or regulation of any governmental agency, (5) 
conditions of supply or demand which are affected by war or other national, 
state or municipal emergency or (6) any cause beyond Lessor's control, Lessor 
shall be unable to fulfill its obligations under this Lease or shall be 
unable to supply any service which Lessor is obligated to supply under this 
Lease, this Lease and Lessee's obligation to pay rent hereunder shall in no 
wise be affected, impaired or excused, provided, however, that as soon as 
Lessor shall learn of the happening of any of the foregoing conditions, 
Lessor shall notify Lessee of such event and, if ascertainable, its estimated 
duration and will proceed with the fulfillment of its obligations as soon as 
reasonably possible. In no event will Lessor ever be liable for, and Lessee 
hereby expressly waives, any consequential damages, compensation or claims 
for inconvenience, annoyance or for loss of business rents or profits was a 
result of Lessor's failure to perform under this Lease or failure to provide 
any service which it has, under the terms of this Lease, agreed to provide.

    40.  BINDING ON SUCCESSORS, ETC.: Except as otherwise provided in this 
Lease, the covenants, conditions and agreements contained in this Lease shall 
bind and insure to the benefits of Lessor and Lessee and their respective 
legal representatives, successors and assigns.

    41.  LATE CHARGE: Lessee shall pay to Lessor a late charge of ten (10 
CENTS) cents per dollar for any installment of base annual rent, any item of 
additional rent or other charge payable hereunder which Lessee has failed to 
pay to Lessor within ten (10) days of Lessor's demand, not as a penalty, but 
to help defray administrative and other expenses involved in handling 
delinquent payments. In the event any check given to Lessor by, or on behalf 
of, Lessee is returned to Lessor by its bank for insufficient funds or for 
any other reason or is otherwise uncollectible, Lessee shall pay to Lessor a 
service charge in the sum equal to the higher of (i) Ten and no/100 ($10.00) 
Dollars for each check so returned or otherwise uncollected or (ii) five (5%) 
percent of the amount of the


                                       17

<PAGE>


check so returned or otherwise uncollected, which service charge, if 
applicable and if not prohibited by law, shall be in addition to, and not in 
substitution of, any "late charge".

   42.   ATTORNMENT: If Lessor's interest in the ground lease or demised 
premises or the Building is encumbered by a mortgage and such mortgagte is 
foreclosed, or Lessor's interest in the ground lease, the demised premises or 
the Building is acquired by deed in lieu of foreclosure of if Lessor's 
interest in the ground lease, the demised premises or Building are sold 
pursuant to such foreclosure or by reason of a default under said mortgage, 
then notwithstanding such foreclosure, such acquisition by deed in lieu of 
foreclosure, such sale, or such default (i) Lessee shall not disaffirm this 
Lease or any of its obligations hereunder and (ii) at the request of the 
applicable mortgagee, transferee by deed in lieu of foreclosure or purchaser 
at such foreclosure or sale, Lessee shall attorn to such mortgagee, 
transferee or purchaser and execute a new lease for the demised premises for 
the rentals reserved herein and otherwise setting forth all of the provisions 
of this Lease except that the term of such new lease shall be for the balance 
of the term of this Lease.

   43.   EXECUTION OF LEASE: The submission of this Lease for examination 
does not constitute a reservation or option of any kind or nature whatsoever 
on or for the demised premises or any other space within the Building and 
shall vest no right in either party. This Lease shall become effective as a 
lease only upon execution and legal delivery thereof by the parties hereto. 
This Lease may be executed in more than one counterpart, and each such 
counterpart shall be deemed to be an original document.


   44.   MORTGAGEE PROTECTION CLAUSE: Lessee agrees to give any mortgage 
and/or trust deed holders, by certified mail, a copy of any notice of default 
served upon Lessor. Lessee further agrees that if Lessor shall have failed 
to cure such default within the time provided for in this Lease, then the 
mortgagees and/or trust deed holders shall have such additional time as may 
be necessary to cure such default (including, but not limited to, 
commencement of foreclosure proceedings, if necessary to effect such cure), 
in which event this Lease shall not be terminated while such remedies are 
being so pursued.

   45.   MISCELLANEOUS:

         A.  Lessor reserves the right to: (a) change the street address and 
name of the Building or the Office Park; (b) change the arrangement and 
location of entrances passageways, doors, doorways, corridors, elevators, 
stairs, toilets or other public parts of the Building and the Office Park 
and, in connection with such work, to temporarily close door entry ways, 
common or public spaces and corridors of the Building or the Office Park so 
long as the demised premises remain reasonably accessible; (c) erect, use and 
maintain pipes and conduits in and through the demised premises; (d) grant to 
anyone the exclusive right to conduct any particular business in the Building 
or the Office Park not inconsistent with the premitted use of the demised 
premises; (e) use or lease exclusively the roof areas, the sidewalks and 
other exterior areas; (f) resubdivide the Land or to combine the Land with 
other lands; (g) construct improvements (including kiosks) on the Land and in 
the public and common areas of the Building; (h) relocate or change roads, 
driveways and parking areas and to alter the means of access to all or any 
portion of the Building; (i) install and display signs, advertisements and 
notices on any part of the exterior or interior of the Building; (j) install 
such access control systems and devices as Lessor deems appropriate; (k) 
create easements over the Land and Building and in the entrances, aisles and 
stairways therein or in any parking areas for utilities, telephone lines, 
sanitary sewer, storm sewer, water lines, pipes, conduits, drainage ditches, 
sidewalks, pathways, emergency vehicles, and ungress and egress for the use 
and benefit of others, without Lessee joining in the execution thereof and 
this lease shall automatically be subject and subordinate thereto; and (l) 
alter the site plan, landscaping, walkways and common areas outside the 
Building within the context of general site improvements, repairs and 
maintenance. Exercise of any such

                                      18



<PAGE>


right shall not be considered a constructive eviction or a disturbance of 
Lessee's business or occupancy. Lessor shall use reasonable efforts to 
minimize the interference with Lessee's intended use of the demised premises 
as a commercial office, including computer sales and service.

          B.   Unless specifically provided otherwise in this Lease, where 
Lessor's consent or approval is required (whether under the terms of this 
Lease or pursuant to any rule or regulation now existing or hereafter 
promulgated by Lessor as hereinafter provided), Lessor may withhold or delay 
such approval or consent in its sole discretion and without justification.

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

     47.  HOLDING OVER:  Any holding over after the expiration of the terms 
or any validly exercised renewal term shall be constructed to be a tenancy 
from month to month at the rent equal to twice the base and additional 
rentals and other charges specified herein (prorated on a monthly basis) and 
shall otherwise be on the terms herein specified so far as applicable.

     48.  ESTOPPEL CERTIFICATE:  Lessee agrees, at any time, and from time to 
time, upon not less than ten (10) days' prior notice by Lessor, to execute, 
acknowledge and deliver to Lessor, a statement in writing addressed to Lessor 
or such other party as Lessor shall designate certifying that this Lease is 
unmodified and in full force and effect (or, if there have been modifications, 
that the same is in full force and effect as modified and stating the 
modification), stating the dates to which base rent, additional rent and 
other charges have been paid, the amount of security deposited, if any, and 
stating whether or not there exists any default in the performance of any 
covenant, agreement, term, provisions or condition contained in this Lease, 
and, if so, specifying each such default and containing such other 
information, items and certifications as Lessor shall request, it being 
intended that any such statement delivered pursuant hereto may be relied upon 
by Lessor and by any purchaser, mortgagee or prospective mortgagee of any 
mortgage affecting all or any portion of the Office Park and by any lessor 
under a ground or underlying lease affecting all or any portion of the Office 
Park.

     49.  FINANCIAL STATEMENT:  Lessee hereby agrees, from time to time and 
at the request of Lessor, to furnish Lessor, within thirty (30) days of each 
such request, with such audited financial statements of Lessee as Lessor shall 
require in order to reasonably determine the financial condition of Lessee. 
Such statements shall be prepared by an independent certified public 
accountant and shall include, without limitation, Lessee's net worth 
statements and statements of financial position and retained earnings 
statement of Lessee and its subsidiaries, if any, for the preceding three (3) 
years. Lessee agrees that Lessor statements may furnish any of its lenders or 
potential lenders or purchasers copies of such financial statements and records.
Lessor agrees to hold, and to cause its lender and potential lenders and 
purchasers to hold, such financial statements in confidence and not to disclose
such records to any party other than such party as shall have a financial 
interest in the Office Park or who has a loan on all or any portion of the 
Office Park or who has a loan on all or any portion of the Office Park or who is
interested in making a loan on all or any portion of the Office Park or who 
is interested in purchasing all or a portion of the Office Park.

     50.  HAZARDOUS MATERIALS:  Lessee covenants and agrees, at its sole cost 
and expense, to (i) indemnify, protect and save Lessor harmless against and 
from any and all fines, damages, losses, liabilities, obligations, 
penalties, claims litigation, demands, defenses, judgments, suits, 
proceedings, costs, disbursements or expenses (including without limitation, 
attorneys' and experts' reasonable fees and disbursements) of any kind or of 
any nature whatsoever (collectively, the "Indemnified


                                       19

<PAGE>

Matters") which may at any time be imposed upon, incurred by or asserted or 
awarded against Lessor and arising from, or out of, the presence, existence, 
storage, handling or disposition of any Hazardous Materials (as hereinafter 
defined) on, in, under, from, or affecting all or any portion of the demised 
premises and (ii) promptly, upon Lessor's demand, (y) remove, or cause to be 
removed, from the Office Park and properly disposed of, all Hazardous 
Materials and (z) undertake and complete all remediation. As used herein, 
"Hazardous Materials" means petroleum, petroleum products or distillates, 
petroleum derived substances, asbestos, asbestos containing materials  or any 
other materials, wastes or substances which are (or would or could, upon 
attainment of a certain level or concentration, be) regulated, defined, 
determined or identified as hazardous, toxic or special waste in any Laws (as 
hereinafter defined) or such other items or materials that, in Lessor's 
reasonable determination, could constitute or pose a potential threat to the 
environment or a potential health threat. As used herein, "Laws" means any 
Federal, State or local laws, rules or regulations (whether now existing or 
hereafter enacted or promulgated) and any judicial or administrative 
interpretation thereof, including any judicial or administrative orders or 
judgments.

     Indemnified Matters shall include, without limitation, all of the 
following: (i) the costs of removal, and proper disposal, of any and all 
Hazardous Materials from all or any portion of the demised premises or any 
surrounding areas, (ii) additional costs required to take necessary precautions
to protect against the release of Hazardous Materials on, in, under or 
affecting the  demised premises into the air, any body of water, any other 
public domain or any surrounding areas and (iii) costs incurred to bring the 
demised premises and any surrounding areas into compliance with all 
applicable Laws with respect to Hazardous Materials. All removal work 
referred to in clause (i) above, all work and other actions to take 
precautions against release referred to in clause (ii) above and all work 
and other actions performed in order to comply with Laws referred to in 
clause (iii) above are herein collectively referred to as "Corrective Work".

     Lessor's rights under this paragraph 50 shall be in addition to all 
other rights of Lessor under this Lease. Notwithstanding anything to the 
contrary contained herein, the indemnity provided for under this paragraph 50 
with respect to surrounding areas shall not extend to the cost of Corrective 
Work on, in, under or affecting any surrounding areas, if the applicable 
Hazardous Materials did not originate from any portion of the demised 
premises, unless the removal of any Hazardous Materials on, in, under or 
affecting any surrounding areas is required by Law or by order or directive 
of any Federal, State or local governmental authority in connection with the 
Corrective Work on, in, under or affecting any portion of the demised 
premises.

                            [Signature Page To Follow]


                                       20
<PAGE>

     IN WITNESS WHEREOF, we have hereunto set our hands and seals 
the day and year first above written.

                                       LESSOR:

Witnesses:                             APA PROPERTIES NO. 6, L.P.
                                       by INS'95 CORP.,
                                       General Partner

    /s/ David Abrams                   By:   /s/ James J. Shapiro
-------------------------                  ------------------------

Name: David Abrams                     Name: James J. Shapiro
      -------------                          -------------------

                                       Title: Vice President
                                             -------------------

                                        LESSEE:

Witnesses:                              STMS, Inc.

/s/ Sharon L. Cravotta                  By:  /s/ John R. Signorello
-------------------------                   ------------------------

Name:  Sharon L. Cravotta               Name: John R. Signorello
       -------------------                   --------------------

                                        Title: CEO
                                             --------------------

                                 21


<PAGE>

                                    EXHIBIT A

                        11411 Isaac Newton Square, Reston, VA 20191






































































                          19,195 Rentable Square Feet

                                      22

<PAGE>

                                    EXHIBIT B

         1.  Lessor and Lessee each hereby acknowledge that the plans and 
specifications for the work to be done in the demised premises to ready the 
same for Lessee's use and occupancy shall be drawn by Lessor's architect and 
approved by Lessor and Lessee prior to the commencement of Lessor's work. 
Said plans shall be attached hereto as Exhibit B-1 after such approval.

         2.  Lessor shall perform the work ("Lessor's Work") shown on the 
Plans to be performed by Lessor. The costs of Lessor's Work shall be 
determined by the inclusion of the actual cost of such work plus an industry 
standard mark-up for supervision, overhead and profit, the costs of 
architectural and engineering fees and expenses and permit fees, and the 
costs to review the plans and specifications of Lessee's Work. The 
construction management fee shall be limited to five percent (5%) of the 
actual cost. All Lessor's Work shall be awarded following a competitive bid 
format. All Lessor's Work shall be performed in a workmanlike manner and in 
compliance with all applicable governmental regulations. Lessee shall have 
the right to review, monitor and reasonably approve the plans for the tenant 
improvements.

Lessor shall obtain all permits, certificates and other governmental 
approvals from all governmental entities having jurisdiction there over which 
are necessary for the completion of Lessor's Work.

         3.  If the aggregate cost of Lessor's Work is more than One Hundred 
Fifteen Thousand, One Hundred Seventy and no/100 ($115,170.00) Dollars, 
Lessee shall, within ten (10) days of Lessor's written demand therefor, pay 
the excess cost to Lessor. If the aggregate cost of Lessor's work is less 
than $115,170.00, Lessor shall credit the differential to the base rent 
payable under the Lease as the monthly installments of the same become due 
and payable until the rent credit is exhausted.

         4.  A "Substantial Completion" of the demised premises shall be 
conclusively deemed to have occurred as soon as the improvements to be 
installed by Lessor pursuant to this Lease have been constructed in 
accordance with the approved Plans and Specifications and approved change 
orders and the demised premises are ready to be utilized for their intended 
purpose, as certified by Lessor's architect. The issuance of a temporary 
certificate of occupancy by the proper governmental entity shall be deemed 
conclusive evidence that Substantial Completion has occurred. Notwithstanding 
the above, the demised premises shall be considered Substantially Complete 
and ready to be utilized for their intended purpose even though (a) there 
remain to be completed in the demised premises punch list items reasonably 
acceptable to Lessor and Lessee, including but not limited to minor or 
insubstantial details of construction, decoration or mechanical adjustment, 
the lack of completion of which will not materially interfere with Lessee's 
permitted use of the demised premises, and/or (b) there is a delay in the 
Substantial Completion of the demised premises due to a delay by Lessee as 
set forth above. It is understood that the lease term shall commence no 
earlier than May 1, 1997.

             B.  In the event that: (1) Lessor or its contractors shall be 
delayed in the Substantial Completion of Lessor's Work as a result of:

                 (a) Any change or requested change by Lessee in the Plans or 
in any specification, detail or finish schedule;

                 (b)  Lessee's delays in submitting or resubmitting approved 
Plans or in submitting, resubmitting, or in approving any other plans, 
specifications, finishes, details, estimates, shop drawings or in supplying 
information requested by Lessor or its contractors;


                                       23


<PAGE>

         (c) disputes as to the quality of performance or completion of work 
by any person, firm or corporation employed by Lessee and any delays caused 
by any person, firm or corporation employed by Lessee;

         (d) Lessee's request for materials, finishes or installations other 
than Building Standard or those immediately available to Lessor;

         (e) the fact that non-Building Standard work requires lead time to 
obtain or construction time to perform, in excess of that required for 
Building Standard work;

         (f) any direction by Lessee that Lessor hold up proceeding with a 
segment of Lessor's Work or any dispute as to whether any item of work shall 
constitute Lessor's Work;

         (g) Lessee's refusal, failure or delay in giving authorizations or 
approvals or supplying information; or

         (h) any other act, omission or negligence of Lessee, its agents, 
employees or contractors, including any default by Lessee in the performance 
of its obligations under this Work Letter or the Lease, then the date 
provided for the commencement date of the Lease and the obligations of Lessee 
to pay the base rent, additional rent and other charges payable under the 
Lease shall commence as of the date that Lessor could, absence the delays 
caused by acts attributable to Lessee, have completed Lessor's Work, whether 
or not Lessor has completed such work, but Lessor's obligation to perform 
such work shall nevertheless continue in full force and effect, except that 
if by reason of such delay Lessor shall incur additional costs and expenses, 
Lessee shall be obligated to pay such additional costs and expenses.

      5.  If, (1) Lessee requests materials or any installation other than 
as listed on the Plans or as part of Lessor's Work that Lessor has agreed to 
do, or (2) if Lessee hereafter subsequently requests changes in the work 
shown on the Plans or in Lessor's Work, then, in any or all of such events, 
if such change of materials, installations or changes in work shown on said 
Plans or in Lessor's Work delay the work to be performed by Lessor, then the 
happening of these delays shall in no case postpone the Commencement Date or 
the payment of rent reserved under the Lease and the Commencement Date of 
the Lease and Lessee's obligation to pay base rent, additional rent and the 
other charges payable under the Lease shall commence as of the date that 
Lessor could, absence the delays attributable to changes requested by Lessee, 
have completed Lessor's Work.


                                       24


<PAGE>

                                   EXHIBIT B-1

                             (Plans To Be Attached)






                                       25


<PAGE>

                                   EXHIBIT C

                             RULES AND REGULATIONS


The following rules and regulations have been adopted by Lessor for the care, 
protection and benefit of the Building and for the general comfort and 
welfare of all tenants:

   1.  The rights of Lessee in the sidewalks, entrances, corridors and 
elevator of the Building are limited to ingress to and egress from the 
demised premises for Lessee and its employees, licensees and invitees, and 
Lessee shall not use, or permit the use of, such sidewalks, entrances, 
corridors or elevator for any other purposes. Fire exits and stairways are 
for emergency use only, and they shall not be used for invitees. Lessor shall 
have the right to regulate the use of and operate the public portions of the 
Building, as well as portions furnished for the common use of the tenants, in 
such manner as it deems best for the benefit of the tenants generally.

   2.  Lessor may refuse admission to the Building outside of ordinary 
business hours to any person not having a pass issued by Lessor or not 
properly identified, and may require all persons admitted to or leaving the 
Building outside of ordinary business hours to register. Lessor may require 
any person leaving the Building with any package or other object to exhibit a 
pass from the tenant from whose premises the package or object is being 
removed, but the establishment or enforcement of such requirement shall not 
impose any responsibility on Lessor for the protection of Lessee against the 
removal of property from the demised premises.

   3.  No tenant shall purchase or contract for waxing, rug shampooing, 
venetian blind washing, interior glass washing, furniture polishing, lamp 
servicing, cleaning of electric fixtures, removal of waste paper, rubbish and 
garbage, towel service or for alterations in the demised premises except from 
contractors, companies or persons approved by Lessor. Such services shall 
be furnished only at such hours, in such places within the demised premises 
and under such regulations as may be fixed by Lessor.

   4.  Where any damage to the public portions of the Building or to any 
portions used in common with other tenants is caused by Lessee or its 
employees, licensees or invitees, the cost of repairing the same shall be 
paid by Lessee upon demand.

   5.  Except as shall be approved in writing by Lessor, no lettering, sign, 
advertisement, trademark, emblem, notice or object shall be displayed in or 
on the windows or doors, or on the outside of the demised premises.

   6.  The water and wash closets and other plumbing fixtures shall not be 
used for any purposes other than those for which they were constructed, and no 
sweepings, rubbish, rags or other substances shall be thrown therein.

   7.  No awnings or other projections of any kind over or around the windows 
or entrances of the demised premises shall be installed by Lessee, and only 
such window blinds and shades as are approved or supplied by Lessor shall be 
used in the demised premises.

   8.  Linoleum, tile or other floor covering shall be laid in the demised 
premises only in a manner approved by Lessor.

   9.  Lessor shall have the right to prescribe the weight and position of 
safes and other objects of excessive weight. If, in the reasonable judgment 
of Lessor, it is necessary to distribute the concentrated weight of any safe 
or heavy object, the work


                                       26


<PAGE>

involved in such distribution shall be done in such manner as Lessor shall 
reasonably determine and the expense thereof shall be paid by Lessee. The 
moving of safes and other heavy objects shall take place only upon previous 
notice to, and at times and in a manner approved by, Lessor, and the persons 
employed to move the same in and out of the Building shall be acceptable to 
Lessor.

   10. No machines, machinery or electrical or electronic equipment or 
appliances of any kind shall be placed or operated so as to disturb other 
tenants. 

   11. Freight, furniture, business equipment, merchandise and packages of 
any description shall be delivered to and removed from the demised premises 
only during hours and in a manner approved by Lessor.

   12. No dangerous, inflammable, combustible or explosive object or material 
shall be brought into or kept in the Building by Lessee or with the 
permission of Lessee, except as permitted by law and the insurance companies 
insuring the Building or the property therein.

   13. No additional locks or bolts of any kind shall be placed upon any of 
the doors or windows in the demised premises and no lock on any door shall be 
changed or altered in any respect. Duplicate keys for the premises and toilet 
rooms shall be procured only from Lessor, and Lessee shall pay to Lessor 
Lessor's reasonable charge therefor. Upon the termination of the Lease, all 
keys of the demised premises and toilet rooms shall be delivered to Lessor.

   14. All entrance doors in the demised premises shall be left locked by 
Lessee when the demised premises are not in use.

   15. Canvassing, soliciting and peddling in the Building is prohibited and 
each tenant shall cooperate to prevent the same.

   16. There shall not be used in any space, or in the public halls of the 
Building, either by any tenant or by jobbers or others, in the delivery or 
receipt of merchandise, any hand trucks, except those equipped with rubber 
tires and side guards. No hand trucks shall be used in passenger elevators.

   17. No bicycles, vehicles or animals of any kind shall be brought into or 
kept in or about the demised  premises, and no cooking shall be done or 
permitted by Lessee on the demised premises except in the kitchen of the 
dining facility, if any, as set forth in Lessee's layout, which is to be used 
only as provided in the Lease. Lessee shall not cause or permit any unusual 
or objectionable odors to be produced upon or emanate from the demised 
premises.

   18. Lessee reserves the right at all times to exclude the general public 
from the Building during such hours as in Lessor's sole judgment will be in 
the best interest of the Building and its tenants.

   19. No wires of any kind or type (including, without limitation, television 
and radio antennas) shall be attached to the outside of the Building, and no 
wires shall be run or installed in any part of the Building without Lessor's 
prior written consent.

   20. Lessee shall provide a plexiglass or comparable carpet protection mat 
for each desk chair customarily used by Lessee. Carelessness in this respect 
may result in Lessee being requested by Lessor to pay the cost of repair 
and/or replacement of said carpet, in whole or in part, as additional rent 
when and if, in Lessor's sole judgment, such repair and/or replacement is 
deemed necessary.

   21. Suite doors are to remain closed except during ingress and egress. 
This is mandatory to comply with the Fire Code.

                                 27
<PAGE>

   22. Smoking is prohibited in the Building.

   23. Lessor reserves the right to rescind, alter or waive any rule or 
regulation at any time prescribed by Lessor when it deems it necessary, 
desirable or proper for its best interest or for the best interests of the 
tenants, and no rescission, alteration or waiver of any rule or regulation in 
favor of one tenant shall operate as a rescission, alteration or waiver in 
favor of any other tenant. Lessor shall not be responsible to Lessee for the 
nonobservance or violation by any other tenant of any of the rules or 
regulations at any time prescribed by Lessor.

                                    28

<PAGE>
                                                                              
                                 EXHIBIT D

                          CLEANING SPECIFICATIONS
                     SPECIFICATIONS FOR NIGHT CLEANING
                               TENANT SPACES
            (Includes any private bathrooms and kitchen areas)

DAILY
-   Empty and wipe all ashtrays.
-   Empty all wastebaskets and reline. Replace plastic liner as required. 
    Remove trash to designated area.
-   Recyclable materials removed to designated area.
-   Dust and wipe clean all telephones, tables, bookcases, file cabinets, 
    convertors and grills, chair and chair bases, with treated cloth, etc. 
    Desks and credenza's will be dusted and wiped with treated cloth so as 
    not to disturb papers and other articles therein.
-   Clean all glass furniture tops.
-   Vacuum all carpeting, detail all corners.
-   Spot clean all carpeting.
-   Sweep and mop all non-carpeted area, and maintain uniform finish.
-   Damp wipe with disinfectant cleaner all telephones.
-   Clean doors, door frames, walls and switchplates to remove fingerprints, 
    spills and other markings.
-   Clean all interior partitions, glass windows, glass entrance doors.
-   Clean all metal trimwork.
-   Clean all counters and counter tops in kitchen areas. Remove dust from 
    all spaces above finish floor.
-   Wash, clean, and polish all water coolers.
-   Lights will be turned off and doors will be locked (except where 
    specifically designated otherwise).
-   Windows are to remain closed/locked and venetian blinds adjusted, as 
    requested.

WEEKLY
-   Dust clean all window frames, window sills, chair rails, convector tops, 
    pictures or wall hanging above finish floor.
-   Vacuum upholstered furniture and wipe all chair legs with treated cloth.
-   Edge vacuum all carpeted areas and dust, wipe, and polish baseboards.
-   Buff all composition floors, maintaining uniform finish daily.
-   High dusting of all area above 60" from floor with a treated cloth.

MONTHLY
-   Clean all baseboards.
-   Dust all window blinds. Blinds to be dust free at all times.
-   Dust all lighting and ventilation fixtures.
-   Vacuum all lighting and ventilation fixtures.
-   Machine scrub, strip, seal, and wax all composition floors.* Skid 
    resistant finish to be used at all times.

*Note:  Some special floor treatments may exist in certain tenant areas. When 
        an unfamiliar surface is encountered, check with building management.

AS NEEDED
-   Wash out waste receptacles as necessary.
-   Any work defined herein is at the direction of the Owner.

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                        SPECIFICATIONS FOR NIGHT CLEANING

                              DOCK/TRASH AREA


DAILY
-----

--         Remove all trash and debris, sweep concrete floor and mop.

                              STAIRWAYS AND LANDINGS

DAILY
-----

--         Police for debris.
--         Remove graffiti as seen
--         Sweep and/or damp mop all flooring and stairs
--         Damp wipe with non-abrasive detergent and clean base of all doors,  
           walls, switches, glass, hand rails, etc.

MONTHLY
-------

--         Damp wipe clean from floor to ceiling all light fixtures ledges, 
           moldings, walls, grills, vents, piping, etc.


                        SPECIFICATIONS FOR NIGHT CLEANING

                                     RESTROOMS


DAILY
-----

--         Damp wipe with mild, non-abrasive detergent all doors, kickplates, 
           door frames, walls, light switches, glass thresholds and partitions.
--         Clean and polish towel and toilet tissue dispensers, flushometers, 
           shelves, piping, tampon machines, toilet hinges, and other metal 
           surfaces to remove all soil as necessary.
--         Clean glass mirrors and vanity top removing all fingerpirnts, 
           streaks, smudges and splash marks.
--         Empty and damp wipe all waste containers using proper odorless 
           disinfectant, deodorant and germicide combination cleaner. Reline 
           with proper liner for each container, liners should be minimally 
           visible from outside the container.
--         Clean toilets, toilet seats, and urinals with proper combination 
           non-abrasive lavatory cleaner disinfectant and deodorizer removing 
           all streaks, stains, and deposits. Clean and polish all chrome 
           work.
--         Wash and disinfect both sides of toilet seats.
--         Floors: Remove all litter, wet mop with proper combination 
           lavatory cleaner of disinfectant, deodorizer and fungicide. Rinse 
           and mop with plain water. Remove all stains from underneath sinks, 
           toilets and urinals.
--         Refill all toilet tissue, towel, sanitary napkin, air freshener, 
           and toilet seat cover dispensers.


WEEKLY
------


--         Partitions: Wash to remove streaks, stains, smudges with proper 
           non-abrasive combination lavatory cleaner, disinfectant and 
           deodorizer. Remove graffiti, where possible.
--         Damp, wipe all baseboards.
--         Dust ventilating diffusers and light lenses.
--         Pour clean, clear water down all traps.


MONTHLY
-------

--         Machine scrub all ceramic flooring, and refinish.

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<PAGE>

AS NEEDED
---------

--         Tile walls: Wash completely (floor to ceiling) with proper 
           combination cleaner, disinfectant, deodorant and fungicide.

--         MAINTAIN BATHROOM IN A CLEAN AND ODOR FREE, FIRST-CLASS CONDITION 
           AT ALL TIMES. PARTICULAR ATTENTION SHOULD BE PAID TO MAINTAIN 
           DETAILED CLEAN CORNERS, GROUT, AND AREAS WHICH CAN ACCUMULATE 
           GRIME.


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