Exhibit 10.1

                             COMMERCIAL OFFICE LEASE

THIS  COMMERCIAL  OFFICE LEASE AGREEMENT (this "Lease") is made as of the day of
the 11th day of February,  2011,  by and between BDC WICOMICO  LLC,  hereinafter
referred  to as  "Landlord"  and  SAVWATT  USA,  INC.,  a Delaware  corporation,
hereinafter referred to as "Tenant".

     WITNESSETH,  that for and in consideration of the rent hereafter  reserved,
and the covenants contained herein, the parties hereby agree as follows:

Lease Premises.

     Landlord hereby leases to Tenant and Tenant hereby leases from Landlord for
the term  identified  below,  at the  rental and upon the  conditions  set forth
herein,  approximately  twenty-four  thousand  five hundred  sixty-one  (24,561)
rentable  square feet  consisting  of fourteen  thousand  two hundred  sixty-six
(14,266) rentable square feet known as Suite 700 ("Premises A") and ten thousand
two  hundred  ninety-five  (10,295)  rentable  square  feet  known as Suite  720
("Premises B") and identified on Exhibit A attached  hereto (the  "Premises") of
that certain building located at 1100 Wicomico Street, Baltimore, Maryland 21230
(the "Building") (if there is more than one building on Landlord's land operated
as part of a common complex,  then reference to "Building"  hereunder shall mean
and refer to all such  buildings).  The  parcel(s) of real property on which the
Building is located  together  with the  Building are  hereinafter  collectively
referred to as the  "Property."  The Premises do not include  exterior  faces of
exterior walls and exterior  window glass;  anything beyond the interior face of
demising walls; or any pipes, ducts, conduits,  wires and fixtures serving other
parts of the Building,  except for Tenant-specific pipes, ducts, conduits, wires
and fixtures which are wholly  located  within and serve only the Premises,  and
measurement will be based on the BOMA standard of measurement dated June 7, 1996
(ANSI/BOMA  Z65.1-1996).  Tenant may use the  common  areas of the  Building  in
common  with  other  tenants  subject  to and in  accordance  with the terms and
conditions hereinafter set forth. The common areas (the "Commons Areas") include
the Building's common lobbies,  corridors,  stairways, and elevators, the common
walkways and driveways necessary for access to the Building, the common toilets,
corridors and elevator lobbies of any  multi-tenant  floor, and the parking area
for the  Building.  All use of the Common Areas shall be only upon the terms set
forth at any time by Landlord.  Tenant  acknowledges and agrees that the roof of
the Building is under the exclusive control of Landlord,  that Tenant shall have
no access to the roof without Landlord's prior written consent and that Landlord
reserves  the right from time to time to install  or allow the  installation  of
telecommunications devices on the roof.

2. Term and Possession.

     2.1 Term.  Subject to the terms and conditions set forth in this Lease, the
term (the  "Term")  of this Lease  shall be for  approximately  ten (10)  years,
commencing on February 1, 2011, and ending on January 31, 2021, provided however
that the term of the Lease for Premises B shall not  commence  until May 1, 2011
(but the  expiration  date for all  premises  shall be January 31,  2021).  Said
commencement date is hereinafter referred to as the "Commencement Date".

     2.2 Possession.  Landlord shall reasonably attempt to deliver possession of
portion of the Premises known as Premises A on February 1, 2011, the anticipated
date of commencement (the "Anticipated  Commencement Date Premises A"). Landlord
shall  reasonably  attempt to deliver  possession of the portion of the Premises
known as Premises B on May 1, 2011 (the "Anticipated  Commencement Date Premises
B").  If  Landlord  should be unable to  deliver  possession  of  Premises  A or
Premises  B to the Tenant on the  applicable  Anticipated  Commencement  Date or
thereafter  for any  reason.  Landlord  shall not be subject  to any  liability,
claims or damages  for  failure to give  possession  on said date and this Lease
shall not be  terminated  or  terminable  by reason of such  delay.  Under  such
circumstances,  the commencement  date tor Premises A or Premises B, as the case
may he,  shall not be  deemed  to have  occurred  until  the  possession  of the
Premises is tendered by Landlord  which may be confirmed by Landlord's  delivery
<PAGE>
of notice to Tenant that possession has been delivered.  provided, however, that
in the  event  any  delay in  tendering  possession  to the  Tenant  beyond  the
applicable Anticipated Commencement Date is caused by any act, delay or omission
of Tenant, its employees,  agents,  contractors or invitees, Tenant shall remain
obligated  to  commence  paying  rent  hereunder  with  respect to Premises A or
Premises  B, as the case  maybe,  beginning  on the  earlier to occur of (i) the
applicable  Anticipated  Commencement  Date or (ii) the date the Landlord  would
have tendered  possession  of the Premises to Tenant  absent such act,  delay or
omission.  If permission is given to the Tenant to enter into  possession of the
applicable Premises, or to occupy space other than the applicable Premises prior
to the applicable  Anticipated  Commencement  Date,  Tenant covenants and agrees
that such  occupancy  shall be deemed to be under all the terms,  covenants  and
conditions of the provisions of this Lease,  and that the Rent shall commence on
such date. Tenant covenants and agrees to execute and deliver such documentation
as Landlord may reasonably require  confirming the applicable  Commencement Date
and such other  matters as Landlord  or any lender may  reasonably  request.  In
addition.  Landlord  may  elect to send a  letter  establishing  the  applicable
Commencement  Date (if not a specific  calendared date under Section 2.1), which
shall be  binding  for all  purposes  unless  Tenant  sends  written  notice  of
objection within five (5) business days of receipt. It is Tenant's obligation to
coordinate pick-up of keys to the Premises in connection with tender of delivery
by Landlord.

     2.3 Acceptance of Premises.  Tenant  acknowledges that the Premises will be
delivered  and  accepted  in its then  "as is,"  "where  is"  condition  with no
expectation that Landlord will or should perform or otherwise contribute towards
the cost of any leasehold  improvements,  except that Landlord  shall remove the
interior  partition  walls and all debris from Premises B. The Premises shall be
delivered with all systems in "good working order" (e.g. if the heat is working,
the heating  system shall be deemed in good working  order),  and if not in good
working order as of the Commencement  Date,  Tenant shall notify Landlord within
five (5) days  thereof and then  Landlord  shall repair the same to good working
order (and thereafter the other provisions of the Lease shall govern maintenance
responsibilities). Tenant shall have the right to inspect all systems.

     2.4 Special Light Installation.  Tenant shall have the right to install and
maintain,  at its sole cost and expense,  two (2) SavWatt Eco-Pole street lights
on the Property, the size, shape, appearance and location of said lights subject
to Landlord's approval. Unless Landlord directs otherwise,  Tenant shall remove,
at its sole cost and  expense,  said street  lights upon  expiration  or earlier
termination of the Lease or upon Landlord's request following Tenant Default.

3. Rent.

     3.1 Basic Monthly Rent. Upon Tenant's execution of the Lease,  Tenant shall
prepay  one  full  month  of  Basic  Monthly  Rent to be  applied  to the  first
installment(s)  thereof due hereunder  (i.e. a full monthly  installment for the
entire Premises).  Thereafter,  Tenant covenants and promises to pay to Landlord
for the Premises,  the Basic Monthly Rent without deduction or demand or set off
whatsoever,  in lawful money of the United States of America,  in advance on the
first day of each calendar month during the Term hereof, to and at the office of
Bernstein Management Corporation (the "Agent"),  5301 Wisconsin Avenue NW, Suite
600,  Washington,  DC 20015, or at such other place as Landlord may from time to
time  designate  to Tenant in writing.  In addition to the Basic  Monthly  Rent,
Tenant shall pay all  Additional  Rent and other  amounts  payable  hereunder in
lawful money of the United States of America,  each without set-off,  deduction,
offset or counterclaim, in accordance with the terms set forth herein. Except as
specified elsewhere in this Lease,  Additional Rent shall be paid by Tenant with
the next monthly  installment  of Basic  Monthly  Rent falling due.  Rent checks
shall be made  payable to  Bernstein  Management  Corporation,  or to such other
party as Landlord shall direct. Should the Commencement Date fall on a day other
than the first day of a  calendar  month or the Term  expire on a day other than
the last day of a calendar month,  the parties agree that the monthly rental for
such partial  calendar  month in the Term shall be pro-rated.  The basic monthly
rent ("Basic Monthly Rent") is payable monthly as follows:

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<TABLE>
<CAPTION>
                                            Premises A                Premises B          Total Basic Monthly Rent
                                            ----------                ----------          ------------------------
<S>                                    <C>                      <C>                       <C>
February 1, 2011 - April 30, 2011       Abated                   N/A                      Abated

May 1, 2011 - January 3 1,2012          Abated                   Abated                   Abated

February 1, 2012 - January 31, 2013     $5,765.84 per month      $4, 160.90 per month     $9,926.74 per month

February 1, 2013 - January 31, 2016     $6,716.91 per month      $4,847.23 per month      $11, 564. 14 per month

February 1, 2016 -January 31, 2019      $7,275.66 per month      $5,250.45 per month      $12,526.11 per month

February 1, 2019 -January 31, 2021      $7,870.08 per month      $5,679.41 per month      $13,549.49 per month
</TABLE>

     In the event that any  portion of the Term falls  beyond the ending date in
the chart above, the Basic Monthly Rent applicable for such portion shall be the
Basic Monthly Rent for the last period listed. escalated at the same rate as the
Basic Monthly Rent for such last period was escalated;  provided,  however, that
Basic  Monthly Rent for any  extension or renewal  term shall be  determined  in
accordance with the extension or renewal provisions.

3.2 Additional Rent.

     32.1 Tenant shall pay to Landlord,  in accordance with Section 3.2.3 below,
as Additional  Rent,  "Tenant's  Share" defined as the sum of Tenant's  Separate
Services  (as  hereinafter  defined)  plus,  beginning  one (1) year  after  the
Commencement  Date,  Tenant's  Pro Rata Share (as  hereinafter  defined)  of any
increase in landlord's  Costs (as hereinafter  defined) above the Base Costs (as
hereinafter  defined);  provided  however,  that to the  extent  Tenant has paid
Tenant Utility Charges directly to the utility  provider,  then Tenant shall not
be required to pay Landlord in duplicate for such  directly paid Tenant  Utility
Charges.  All sums of any type or kind, other than Basic Monthly Rent,  required
to be paid by Tenant to Landlord hereunder shall be deemed to be Additional Rent
whether or not the same may be designated as such herein.

     3.2.2 For purposes of this Lease:

     (i) "Tenant's  Separate  Services" shall mean all Operating  Expenses which
are attributable  solely to Tenant's use and occupancy of the Premises,  such as
the Tenant Utility Charges (hereinafter defined), special janitorial services or
other services provided by Landlord at Tenant's request.  Landlord has the right
to require  Tenant to  separately  meter or  submeter  above  building  standard
electric, water and gas utilities at Tenant's expense.

     (ii) "Tenant's Pro Rata Share" shall mean four and 26/100 percent  (4.26%),
representing  the ratio that the rentable  area of the Premises  (14,266  square
feet) bears to the total rentable area of the Building (334,664 square feet). As
of May 1, 2011,  "Tenant's  Pro Rata Share" shall mean seven and 34/100  percent
(7.34%),  representing  the ratio that the rentable area of the Premises (24,561
square feet) bears to the total  rentable area of the Building  (334,664  square
feet).

     (iii)  "Landlord's  Costs" shall mean Taxes and  Assessments  and Operating
Expenses  but  excluding  those  Operating  Expenses  paid by Tenant as Tenant's
Separate Services.

     (iv)  "Taxes  and  Assessments"  shall mean all taxes and  assessments  and
governmental  charges  (including  personal  property  and real  estate  taxes),
whether  federal,  state,  county or municipal,  and whether they be assessed or
levied by taxing  districts or authorities  presently  taxing the Property or by
others  subsequently  created,  and any other taxes and  assessments  (including
franchise taxes)  attributable to the Property or its operation,  whether or not
directly paid by Landlord, excluding, however, federal and state taxes on income
of the Landlord,  unless such income taxes replace real estate taxes. The Tenant
shall be responsible  for ad valorem taxes on its personal  property.  If at any
time  during  the Term the  methods  of  taxation  shall be  altered  so that in
addition  to or in lieu of or as a  substitute  for the whole or any part of any

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taxes levied, assessed or imposed there shall be levied, assessed or imposed (i)
a tax.  license fee,  excise or other  charge on the rents  received by Landlord
with respect to the Building,  or (ii) any other type of tax or other imposition
in lieu of, or as a substitute  for, or in addition to, the whole or any portion
of any taxes,  then the same shall be included as Taxes and  Assessments for the
purposes  hereof.  A tax bill or true copy thereof,  if submitted by Landlord to
Tenant,  shall be conclusive  evidence of the amount of taxes assessed or levied
as well as of the items taxed. Reasonable expenses (including without limitation
contingency-based  fees),  including  attorneys'  fees,  expert witness fees and
similar  costs,  incurred by Landlord in  obtaining  or  attempting  to obtain a
reduction  of any Taxes and  Assessments  shall be added to and  included in the
amount of any such Taxes and Assessments.  Taxes and Assessments which are being
contested  by  Landlord  shall  nevertheless  be  included  for  purposes of the
computation of the liability of Tenant  hereunder,  provided,  however,  that if
Landlord is  successful  in contesting  any such Taxes and  Assessments,  excess
Taxes and  Assessments  paid by Tenant  shall be applied as a credit  toward the
next  installment(s)  of Taxes  and  Assessments  due.  Landlord  shall  have no
obligation  to contest,  object to or litigate the levying or  imposition of any
Taxes and Assessments and may settle, compromise, consent to, waive or otherwise
determine in its discretion to abandon any contest with respect to the amount of
any Taxes and Assessments  without  consent or approval of Tenant.  The Landlord
acknowledges  the Tenant  shall be applying to the State of Maryland for job and
project tax credits  through  those  programs  offered by the State of Maryland.
Landlord agrees that to the extent Landlord  receives credit against real estate
property taxes due to Tenant's  application for such tax credits,  then provided
Tenant is not in default.  Landlord  shall  provide a credit of equal  amount to
Tenant against the next coming rent payment at the time when such credit against
Landlord's  obligation to pay real estate  property taxes is operative  (e.g. if
real estate taxes are payable on March 31st,  and Tenant's real estate  property
tax credit is established on February 1st.  Tenant's rent credit would not apply
until March 31st). If Tenant believes  Landlord has received a real property tax
credit as a result of Tenant's  application,  then Tenant shall notify  Landlord
and provide  whatever  confirming  evidence  thereof  Landlord shall  reasonably
request.

     (v) "Operating  Expenses"  shall mean all of the costs and expenses paid or
incurred  in  operating,  managing,  administering,   servicing,  repairing  and
maintaining  the Building,  the Property and surrounding  sidewalks,  alleys and
parking areas as determined by Landlord in accordance  with standard  accounting
practices  (except that Landlord may amortize an expense over multiple  years in
lieu  of  passing  the  entirety  of  such  expense  thru  in  the  year  of its
expenditure),  whether paid to employees of Landlord or independent  contractors
engaged  by  Landlord,   and  shall  include  the  following  costs  by  way  of
illustration,  but not limitation:  water and sewer charges, insurance premiums,
utilities, janitorial services (excluding janitorial services for the Premises),
labor,   including   direct  labor  overhead,   air  conditioning  and  heating,
landscaping, elevator maintenance, supplies, costs and upkeep of all parking and
common areas,  supply and cleaning of uniforms and work  clothes,  security7 for
the Building,  fees incurred for the management of the Building including legal,
inspection,  consultation and accounting fees, costs of repair,  maintenance and
replacement  of exterior  roofs,  all charges for repair and  maintenance of all
mechanical  equipment  and  building  systems  (exclusive  of  those  Tenant  is
obligated to repair and maintain  hereunder) and a property management fee equal
to the generally  prevailing  rate consistent with the type of occupancy and the
services  rendered,  but not less  than  three  percent  (3%) nor more than five
percent (5%) of the total rent collected from tenants of the Property. Operating
Expenses  shall not include  depreciation  of the Building of which the Premises
are a part or equipment therein, mortgage loan payments,  executive salaries and
any  brokerage  commissions  but shall  include  amortization,  with  reasonable
interest,  of capital items which reduce  Operating  Expenses or are required by
governmental  authority.  Notwithstanding  the  foregoing,  commencing  with the
second full calendar year during the Term,  for purposes of Tenant's  obligation
for its Pro Rata Share of Landlord's  Costs,  the  Landlord's  Costs relating to
Operating  Expenses in any year shall not be more than Landlord's Costs relating
to Operating  Expenses for the first full calendar year of the Term,  compounded
annually at ten percent  (10%).  For example,  if the  Landlord's  Costs for the
first full calendar year of the Term is $850,000,  and the Landlord's  Costs for
the second full calendar year is  $1,000,000.  Tenant shall be  responsible  for
Tenant's  Pro Rata Share (i.e.  7.33%) of $85,000  (which is (i)  $935,000 - the
amount  equal  to  $850.000,  escalated  by  10%,  less  (ii)  $850,000).  As an
additional  example,  suppose the Landlord's Costs for the 2011 calendar year of
the Term is $850,000,  Landlord's  Costs for the 2012 calendar year is $935,000,

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<PAGE>
and Landlord's Costs for the 2013 calendar year is 51,100,000.  In such example,
with respect to the 2013 calendar year. Tenant shall be responsible for Tenant's
Pro Rata Share (i.e. 7.33%) of $178,500  ($178,500 equals the difference between
$1,028,500 (which is $850,000, escalated by 10% for 2 years), less 5850,000). It
is understood that Taxes and Assessments are not Operating Expenses.

     (vi) "Base Costs" shall mean Landlord's  Costs incurred for or attributable
to the 2011 calendar year.

     (vii) "Rent" shall mean Basic Monthly Rent and Additional Rent.

     (viii) "Tenant Utility  Charges" shall mean all utility charges incurred by
Tenant in connection with its use and occupancy of the Premises,  including, but
not limited to,  electricity,  fuel, gas, water, sewer and telephone  (including
equipment and installation charges).

     3.2.3 (i) Payment of  Additional  Rent.  Tenant  shall remit to Landlord as
Additional Rent, simultaneously with the next installment of Basic Monthly Rent,
the amount of any Tenant's  Separate  Services  paid for by Landlord  during the
then current month. In addition, beginning the three hundred sixty-fifth (365Ih)
day following the Commencement Date (the "Pass-Through  Commencement Date"), and
continuing for each subsequent calendar year or portion thereof during the Term,
Landlord's  Costs shall be passed through to Tenant based on the actual increase
over Base Costs. In addition, commencing with the Pass-Through Commencement Date
and thereafter  simultaneously  with each monthly  payment of Basic Monthly Rent
hereunder for the balance of the Term, Tenant shall pay to Landlord an estimated
amount of  Additional  Rent on account of  Landlord's  Costs  above Base  Costs.
Landlord's estimate of Additional Rent payable for any given year shall be equal
to 105% of Landlord's Costs above Base Costs for the immediately  preceding year
provided,  however,  that in the event Landlord  determines during the course of
any year that  Landlord's  Costs for such year shall  exceed  105% of such prior
year's  costs,  (i) Tenant  shall,  within ten (10) days of  receiving  a demand
therefor, pay a lump sum to Landlord equal to the excess of (a) the amount which
would have been payable by Tenant  based upon such actual  higher costs from and
including  January 1 of such year through the date of the notice  setting  forth
the increase in Landlord's Costs over (b) the amount of Additional Rent actually
paid by Tenant for such period and (ii) the monthly  payments of Additional Rent
for the balance of such year shall be increased accordingly. For example, if the
Base  Costs are  $850,000,  then  Landlord's  estimate  of  Additional  Rent for
calendar year 2012 shall be $892,500  (which is equal to $850,000  multiplied by
105%), and on an estimated basis Tenant shall pay Tenant's Pro Rata Share (i.e.,
7.33% of $42,500,  the difference between the estimated  Additional Rent and the
Base Costs),  said amount to be payable monthly in accordance with the terms and
conditions herein.

     (ii) Tenant shall pay all Tenant Utility Charges as the same become due and
to  immediately  transfer  all  utility  accounts  into  its  own  name  at  the
commencement  of the  Term  of this  Lease  (or  whenever  Tenant  occupies  the
Premises,  if such occupancy is prior to the commencement of this Lease). If any
such  utilities are not  separately  metered.  Tenant shall pay to Landlord,  as
Additional  Rent,  within ten (10) days  after  Tenant's  receipt of  Landlord's
written  demand  therefor,   Tenant's  allocable  share  of  such  utilities  as
reasonably  determined  by  Landlord.  Tenant's  obligations  under this Section
3.2.3(ii)  are in  addition  to its  obligation  to pay its Pro  Rata  Share  of
Operating Expenses under Sections 3.2.1 and 3.2.3(i) above.  Notwithstanding the
foregoing,  for  non-metered  heating within the Premises,  Tenant shall pay the
agreed  amount of $0.40 per square  foot per annum,  subject to  escalations  by
Landlord from time to time based on rate increases and Tenant's usage.

     3.2.4  Reconciliations.  Within a  reasonable  time  after  the end of each
calendar  year  during the Term.  Landlord  will  furnish to Tenant a  statement
setting forth the actual  amount of any Tenant's  Separate  Services  previously
billed on an estimated basis and of Landlord's  Costs actually  incurred for the
immediately  preceding  calendar  year  together  with  Tenant's  Share  thereof
provided,  however,  that the failure by Landlord to provide such a statement by
any  specific  date shall not  constitute  a waiver by  Landlord of its right to
require an increase in the Additional  Rent for the then current year or provide
Tenant with any defense or setoff against its  obligations  under this Lease. In
the event that the  estimated  amount paid by Tenant for such year under Section
3.2.3  (the  "Estimated  Payments")  is less than the actual  amount  payable by

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<PAGE>
Tenant  pursuant  to  such  statement  (the  "Required  Amount"),  Tenant  shall
reimburse  Landlord  for such  deficiency  by making a lump sum  payment of such
deficiency within ten (10) days following receipt of Landlord's demand therefor.
In the event that the  Estimated  Payments  for any year  exceeds  the  Required
Amount for such year,  the excess  shall be  credited  by  Landlord  to the next
installment!  s) of Additional Rent coming due and payable or, in the event such
calendar  year is the last  year of the Term,  remitted  by  Landlord  to Tenant
provided Tenant is not in default of its obligations  under this Lease and there
are no damages to the Premises or the remainder of the Property caused by Tenant
or its employees, agents or contractors.  The obligations of Landlord and Tenant
under this subsection shall survive the expiration or termination of this Lease.

     3.2.5 Pro-Rata Calculation.  Should this Lease commence or terminate at any
time other  than the first  (1st) day of a calendar  year,  the cost  adjustment
referred to in Subsections 3.2.1, 3.2.2, 3.2.3 and 3.2.4 shall be calculated for
the commencement or termination year on a pro rata basis,  based upon the number
of calendar days during which Tenant leases or is deemed to lease the Premises.

     3.2.6 Tenant's Right to Audit. Each statement provided by Landlord pursuant
to this Section 3.2 shall be conclusive  and binding upon Tenant unless  fifteen
(15) days after receipt of the statement,  Tenant shall notify  Landlord that it
disputes the correctness of the statement,  specifying the respects in which the
statement  is  claimed to be  incorrect.  If  Landlord  and Tenant are unable to
resolve the dispute.  Tenant shall then have the right to request that  Landlord
provide,  at Tenant's expense, an audit of its books and records relating to the
statement.  Pending  determination  of the dispute.  Tenant shall pay within ten
(10) days from  notice  any  amounts  due from  Tenant  in  accordance  with the
statement,  but such payment shall be without prejudice to Tenant's position. If
the dispute shall be resolved in Landlord's favor,  Tenant shall pay to Landlord
upon demand all other  costs and  expenses  incurred  by Landlord in  connection
therewith.  Notwithstanding  anything  contained herein to the contrary,  Tenant
shall  not be  permitted  to use  any  auditor  or  other  consultant  paid on a
contingent basis to perform any Tenant audit or examination.

     3.2.7 Adjustments to Costs.  Notwithstanding any other provisions herein to
the  contrary:  in the event the Building is not at least ninety  percent  (90%)
occupied during the year, an adjustment shall be made in computing the Operating
Expenses  for such year so that the  costs  shall be  computed  for such year as
though the Building had been ninety percent (90%) occupied during such year. The
terms of this Subsection shall be solely for the benefit of the Landlord and may
not be relied upon nor construed for the benefit of the Tenant, other tenants in
the Building, or any other person.

     3.3 Late Charge.  Tenant hereby  recognizes and acknowledges that if rental
payments are not received within ten (10) days of when due, Landlord will suffer
damages and additional  expenses thereby and Tenant therefore agrees that a late
charge equal to five percent (5%) of the Basic  Monthly Rent and any  additional
rent or payments  hereunder  may be assessed by Landlord or Agent as  additional
rental. Furthermore,  Landlord or Agent shall have the right to require that all
rental payments be made by certified or cashier's check, in the event (i) any of
Tenant's  checks are "bounced",  dishonored or returned for any reason,  or (ii)
Tenant monetarily defaults two or more times. All bank service charges resulting
from any checks of Tenant which are  dishonored or returned for any reason shall
be borne by Tenant.

4. Security Deposit.

     4.1 Delivery of Security Deposit.  Tenant shall deposit with Landlord, upon
execution hereof, Nineteen Thousand Eight Hundred Fifty-three and 48/100 Dollars
($19,853.48)  as security for the faithful  performance of Tenant's  obligations
hereunder  (the  "Security  Deposit").  Tenant  shall  earn no  interest  on the
Security Deposit held by Landlord.

     4.2 Use of Security Deposit. The Security Deposit shall be held by Landlord
as security for the faithful  performance and observance by Tenant of the terms,
provisions and  conditions of this Lease.  Landlord may use, apply or retain all
or any portion of the  Security  Deposit for the payment of any past due rent or
for the payment of any other sum to which  Landlord  may become  entitled  under

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this Lease or by law by reason of Tenant's default or to compensate Landlord for
any  direct  loss  or  damage  which  Landlord  may  suffer  including,  without
limitation,  the cost of replacing or repairing any equipment damaged or removed
from the Premises  and the cost of  repairing  any damage to the Premises or the
Building.  Tenant  shall  have no right to apply  the  Security  Deposit  or any
portion  thereof  to any rent  hereunder,  but the  Security  Deposit  may be so
applied, at Landlord's option, from time to time. If Landlord so uses or applies
all or any portion of the  Security  Deposit,  Tenant shall within ten (10) days
after  written  demand  therefor,  deposit  cash  with  Landlord  in the  amount
sufficient  to restore the  Security  Deposit to the full amount of the Security
Deposit  and  Tenant's  failure to do so shall be a Default  under  this  Lease.
Landlord's application of any portion of the Security Deposit shall not cure any
Default  hereunder and Landlord  shall be free to exercise such other rights and
remedies as provided hereunder,  at law or in equity.  Provided Tenant is not in
default  of its  obligations  under  this  Lease and there are no damages to the
Premises or the  remainder  of the Property  caused by Tenant or its  employees,
agents or  contractors,  the  Security  Deposit  (or so much  thereof as has not
theretofore  been applied by Landlord or returned to Tenant),  shall be returned
to Tenant  within  thirty (30) days after the  expiration  of the Term and after
Tenant has vacated the Premises.

5. Tenant's Use and Covenants.

     5.1 Subject to Section 5.2, the Premises  shall be used and occupied by the
Tenant only for corporate  office,  light  manufacturing and warehouse use under
the business name of SavWatt USA and for no other use.

     5.1.1  Exclusive  Use.  So long as (i) Tenant is not in default  under this
Lease  beyond any  applicable  notice or cure  period,  (ii) Tenant is in actual
occupancy of the Premises, and (iii) Tenant has not assigned the Lease or sublet
all or any part of the Premises,  Tenant shall have sole seventh floor access to
the  freight  elevators  located  within the  Premises as shown on Exhibit A and
consequently,  Landlord shall not hereafter enter into a lease with a tenant who
is  permitted  to use the freight  elevators  on the seventh  floor  ("Exclusive
Covenant");  provided if any of the foregoing  (i) through (iii) become  untrue,
the Exclusive  Covenant shall lapse and be of no farther force or effect.  It is
understood that the Exclusive Covenant does not apply with respect to any tenant
that uses and accesses the freight  elevator on any other floor of the Building.
Said freight  elevators  shall  generally be  available  24/7,  subject to other
floor's tenant's use and any maintenance and repairs thereof,  the cost of which
shall be at Landlord's sole cost and expense.  In the event,  however,  that any
such repairs are  necessitated  by reason of any act or omission by Tenant,  its
current or former  employees,  agents,  licensees,  invitees or  contractors  or
anyone entering the Premises by force.  Tenant agrees to promptly,  upon demand,
reimburse Landlord for the full costs thereof.

     5.2 Prohibited  Uses;  Covenants of Tenant.  Tenant shall be subject to any
exclusive  retail or other sales or use  covenants  in existence at the Property
prior to  Tenant's  occupancy  of the  Premises  and  Tenant  shall  not use the
Premises or permit the use of the n a manner which  violates any  prohibited use
listed on Exhibit D attached hereto. Tenant shall not use, or permit the use of,
all or any part of the Premises for any disorderly, illegal or hazardous purpose
and will not manufacture any commodity  therein other than light manufacture and
assembly.  Tenant  shall not use,  or permit  the use of, all or any part of the
Premises  for any purpose  that  interferes  with the use or  enjoyment by other
tenants  of any  portion of the  Building,  nor which,  in  Landlord's  opinion,
impairs, or might impair, the reputation or value of the Property.  Tenant shall
not use utility services in excess of amounts reasonably  determined by Landlord
to be within the normal range of demand for general office use. Tenant shall not
obstruct  any of the Common  Areas or any  portion of the  Property  outside the
Premises,  and shall not place or permit any signs,  curtains,  blinds,  shades,
awnings,  aerials or flagpoles,  or the like, visible from outside the Premises.
Tenant shall keep the Premises in a neat and clean  condition.  Tenant shall pay
before  delinquency  any and all taxes,  assessments  and public charges levied,
assessed or maintained so as not to transmit  noise or vibration to the Building
structure or to any other space in the Building. Tenant shall be responsible for
the cost of all structural engineering required to determine structural load and
all acoustical  engineering required to address any noise or vibration caused by
Tenant,  Tenant's Maintenance.  tenant, at Tenant's sole expense,  shall repair,
maintain and replace any and all  Supplemental  (hereinafter  defined)  heating,

                                       7
<PAGE>
ventilating and air conditioning  equipment;  Supplemental  plumbing facilities,
including without  limitation,  toilets,  faucets and the like (exclusive of the
incoming  main  water  lines):  any  other  Supplemental   standard   mechanical
equipment;   Supplemental  electrical  system;   Supplemental  lighting  system,
including without limitation, bulbs; Tenant's telephone system: any Supplemental
access control or security  system;  and any furniture,  appliances or equipment
owned by Tenant or made  available for Tenant's use.  "Supplemental"  shall mean
any above building  standard  equipment or system,  or any supplemental or stand
alone equipment or system installed by or on behalf of Tenant or a former tenant
serving the Premises.  Tenant shall maintain a service  contract with a licensed
and bondable mechanical contractor approved by Landlord, with a scope of service
acceptable  to Landlord,  for all of the HVAC  equipment  and systems  Tenant is
obligated  to  maintain  hereunder,  and  shall  provide  a copy of the  same to
Landlord upon the execution thereof and any renewal thereof.

     Floor Load;  Prevention  of Vibration  and Noise.  Tenant shall not place a
load upon the floor of the Premises  exceeding the [ 100] pounds per square foot
such floor was designed to carry,  as determined  by Landlord or its  structural
engineer.  Partitions  shall be  considered  as part of the load.  Landlord  may
prescribe the weight and position of all safes,  files and heavy  equipment that
Tenant  desires to place in the  Premises,  so as to properly  distribute  their
weight.  Tenant's business machines and mechanical  equipment shall be installed
and imposed upon Tenant's  business,  upon the leasehold  estate created by this
Lease or upon the Tenant's  fixtures,  furnishings or equipment in the Premises.
Tenant  shall  not  strip,  overload,  damage  or deface  the  Premises,  or the
hallways, stairways,  elevators, parking facilities or other public areas of the
Building,  or the fixtures therein or used therewith,  nor permit any hole to be
made in any of the same.  Tenant shall not install any  equipment of any kind or
nature which will or may necessitate any changes,  replacements or additions to,
or in the use of,  the  water  system,  heating  system,  plumbing  system,  air
conditioning  system or  electrical  system  of the  Premises  or the  Building,
without  first  obtaining  the  written  consent of  Landlord  to be withheld in
Landlord's  sole  discretion,  except  if the  additions  relate  to the HVAC or
electrical  system in connection with partitioning or creating new office areas,
and the building  systems are not adversely  affected,  then Landlord's  consent
shall not be unreasonably  withheld.  Tenant shall comply with the  Requirements
(as  hereinafter  defined).  Tenant  will  not use or  occupy  the  Premises  in
violation of any Requirement. If any governmental authority,  quasi-governmental
authority,  mortgagee or  insurance  company  shall  contend or declare that the
Premises are being used for a purpose which is in violation of any  Requirement,
then  Tenant  shall,  upon  five (5) days'  notice  from  Landlord,  immediately
discontinue such use of the Premises,  unless such use is of such a nature that,
in  Landlord's  reasonable  judgment,  a  more  expeditious   discontinuance  is
required,  in which case  Tenant  shall  immediately  discontinue  such use.  If
thereafter the party asserting such violation threatens,  commences or continues
criminal  or  civil  proceedings   against  Landlord  for  Tenant's  failure  to
discontinue such use, in addition to any and all rights, privileges and remedies
given to Landlord under this Lease for default  herein,  Landlord shall have the
right to  terminate  this  Lease  forthwith.  Tenant  shall  indemnify  and hold
Landlord  harmless from and against any and all liability for such  violation or
violations, which obligation shall survive the expiration or termination of this
Lease.

     The term  "Requirements"  as used  herein  shall  mean all laws,  statutes,
ordinances,  orders, rules, building codes,  regulations and requirements of all
federal, state and municipal governments, and the appropriate agencies, offices,
departments,  boards and commissions thereof, and the board of fire underwriters
and/'or  the  fire  insurance  rating   organization  or  similar   organization
performing  the same or similar  functions,  whether now or  hereafter in force,
applicable to the Building or any part thereof  and/or the Premises,  including,
but not  limited  to, all those  relating to  environmental  or trash  disposal,
hazardous waste and sorting,  and Americans with  Disabilities Act requirements.
The  Requirements  shall also include all  requirements of any present or future
mortgagee  or ground  lessor of  Landlord  as to the  manner of use,  occupancy,
maintenance,  repair or condition of the Premises  and/or the Building,  and the
requirements  of the  carriers  of all fire  insurance  policies  maintained  by
Landlord  on the  Building  as  well as the  Landlord's  Rules  and  Regulations
attached hereto as Exhibit C.

                                       8
<PAGE>
     5.3 Tenant's Maintenance.  Tenant, at Tenant's sole expense,  shall repair,
maintain and replace any and all  Supplemental  (hereinafter  defined)  heating,
ventilating and air conditioning  equipment;  Supplemental  plumbing facilities,
including without  limitation,  toilets,  faucets and the like (exclusive of the
incoming  main  water  lines):  any  other  Supplemental   standard   mechanical
equipment;   Supplemental  electrical  system;   Supplemental  lighting  system,
including without limitation, bulbs; Tenant's telephone system: any Supplemental
access control or security  system;  and any furniture,  appliances or equipment
owned by Tenant or made  available for Tenant's use.  "Supplemental"  shall mean
any above building  standard  equipment or system,  or any supplemental or stand
alone equipment or system installed by or on behalf of Tenant or a former tenant
serving the Premises.  Tenant shall maintain a service  contract with a licensed
and bondable mechanical contractor approved by Landlord, with a scope of service
acceptable  to Landlord,  for all of the HVAC  equipment  and systems  Tenant is
obligated  to  maintain  hereunder,  and  shall  provide  a copy of the  same to
Landlord upon the execution thereof and any renewal thereof.

     5.4 Floor Load; Prevention of Vibration and Noise. Tenant shall not place a
load upon the floor of the Premises  exceeding the [ 100] pounds per square foot
such floor was designed to carry,  as determined  by Landlord or its  structural
engineer.  Partitions  shall be  considered  as part of the load.  Landlord  may
prescribe the weight and position of all safes,  files and heavy  equipment that
Tenant  desires to place in the  Premises,  so as to properly  distribute  their
weight.  Tenant's business machines and mechanical  equipment shall be installed
and  maintained  so as  not to  transmit  noise  or  vibration  to the  Building
structure or to any other space in the Building. Tenant shall be responsible for
the cost of all structural engineering required to determine structural load and
all acoustical  engineering required to address any noise or vibration caused by
Tenant.

5.5 Tenant Cleaning Covenant. Tenant, at Tenant's sole expense, shall:

     (i) clean and  maintain  the Premises  (including  all display  windows and
signs and all equipment therein) in a neat and clean condition and in reasonably
good repair,  allowing for normal wear and tear, and provide janitorial and char
services with respect to the Premises;

     (ii) not permit  refuse,  garbage,  trash or rubbish to  accumulate  on the
Premises;

     (iii)  deposit  all  refuse,  garbage,  trash and  rubbish  in  vermin  and
infestation  protective receptacles provided by Landlord; if Landlord deems that
Tenant's refuse,  garbage,  trash or rubbish is excessive,  Landlord may require
Tenant at Tenant's own expense to contract to dispose of same;

     (iv)  Tenant  shall  also  clean  all  areas  of the  Premises  where  food
operations are conducted or food is stored on a daily basis; and

     (v) routinely exterminate the Premises (or such other parts of the Building
and Property if in  Landlord's  reasonable  determination  the  condition of the
Premises  has caused the  infestation  of such other  parts of the  Property  by
rodent or other  vermin or  insects)  as often as is  required  to  prevent  the
infestation  of the Premises  (or such other parts of the  Property) by rodents,
other vermin or insects, or upon demand by Landlord.

6. Services Furnished by Landlord.

     Landlord  shall furnish  services,  utilities,  facilities  and supplies as
shown on the Landlord Services list attached as Exhibit B. If Landlord furnishes
any additional  services at Tenant's request,  such services shall be charged at
reasonable rates established by Landlord,  which shall be considered  additional
rent.

     6.1 Repairs and Maintenance.  Landlord shall repair and maintain the Common
Areas  and   structural   portions  of  the   Building   and  the  basic  (i.e.,
non-Supplemental) plumbing, electrical, mechanical and heating, ventilating, and
air-conditioning and sprinkler (if any) systems therein,  including the roof and
windows,  the costs of all of which shall be Operating  Expenses.  In the event,
however, that any such repairs are necessitated by reason of any act or omission
by Tenant,  its  current or former  employees,  agents,  licensees,  invitees or
contractors or anyone entering the Premises by force. Tenant agrees to promptly,

                                       9
<PAGE>
upon  demand,  reimburse  Landlord for the full costs  thereof.  It is expressly
understood that Landlord has no obligations hereunder except for those which are
expressly stated herein or which are  non-waivable  under applicable law. Except
as expressly set forth above,  all other repairs and maintenance to the Premises
shall be the responsibility of Tenant.

     6.2 Quiet Enjoyment. Upon Tenant's paying the Rent and performing its other
obligations  hereunder.  Landlord  gives the covenant of quiet  enjoyment of the
Premises  to  Tenant,  subject  to the  provisions  hereof  and the terms of any
mortgage, deed of trust or ground lease to which this Lease is subordinate.

     6.3 Insurance.  Landlord shall insure the Property,  including the Building
(with limits no less than eighty percent of the actual replacement cost of same)
against damage by fire and standard  extended  coverage perils,  and shall carry
public liability insurance,  all in such reasonable amounts with such reasonable
deductibles as would be carried by a prudent owner of a similar  Building in the
area. Landlord may carry any other forms of insurance as it or its mortgagee may
deem  advisable.  Tenant shall have no right to any proceeds from such policies.
Landlord  shall not carry any insurance on any of Tenant's  property,  and shall
not be obligated to epair or replace any of Tenant's property.

     6.4  Changes  by  Landlord.  Landlord  may at any time  make  any  changes,
additions,  improvements, repairs or replacements to the Property, including the
Common  Areas,  that it considers  desirable.  In so doing,  Landlord may use or
temporarily close or reconfigure any of the Common Areas, or permanently  change
their   configuration.   Landlord  shall  use  reasonable  efforts  to  minimize
interference with Tenant's normal  activities,  but no such  interference  shall
constitute  constructive  eviction  or  give  rise to any  abatement  of rent or
liability of Landlord to Tenant. Landlord may also discontinue any facilities or
services  provided as part of the Common Areas or as common  facilities  if such
areas or facilities are not described in Building services in Exhibit B.

     6.5 Failure to Provide  Services and Repairs.  Landlord shall not be liable
for any failure to perform any act or provide  any  service  required  hereunder
unless Tenant shall have given written notice of such failure, and provided such
failure is  susceptible  to being cured and such failure  continues for at least
ten days thereafter. Notwithstanding the foregoing, in the event of interruption
or termination of utility services to the Premises or the Building or Landlord's
failure to provide any other required service hereunder, which failure is caused
by factors  beyond  Landlord's  reasonable  control,  then Landlord shall not be
liable  to  Tenant  in any such  event,  and such  event  shall  not  constitute
constructive  eviction or give rise to any rental  abatement or reduction or any
other  liability of Landlord to Tenant.  Tenant  hereby waives any right to make
repairs or provide maintenance at Landlord's expense under any law or ordinance.
If because of such  interruption  or  termination  of  services  required  to be
provided by Landlord  hereunder  the Premises  remain  untenantable  for reasons
other  than (i)  force  majeure  or (ii) any act or  omission  of  Tenant or its
employees,  agents,  contractors  or invitees for a period of more than five (5)
consecutive  business days,  rent shall  thereafter  abate on an equitable basis
during the period of untenantability.

7.  Alterations. Tenant shall  not make or  permit  to be made any  alterations,
additions,  modifications  or  improvements to the Premises  (including  without
limitation  painting  and  carpeting)  without  the  prior  written  consent  of
Landlord,  which consent will not be unreasonably  withheld,  provided that such
alterations,  additions,  modifications  or  improvements  are not structural or
involve  Building  systems in which case  Landlord's  consent may be withheld in
Landlord's  sole  discretion.  If Tenant  desires to make any such  alterations,
additions,  modifications or improvements, a duplicate set of plans for the same
shall first be submitted to and approved by Landlord and Landlord shall have the
right to request reasonable revisions and corrections to the plans, all of which
corrections  and  revisions  shall  be  incorporated  by  Tenant  (with  revised
duplicate sets delivered to Landlord). All such work shall be done by Tenant, at
its own  expense,  and Tenant  agrees that all such work shall be done in a good
and workmanlike  manner  (Landlord  having the right to approve all contractors,
all of whom  shall be bonded  and  properly  licensed)  in  accordance  with the

                                       10
<PAGE>
approved  plans therefor and all  applicable  Requirements,  that the structural
integrity of the Building  shall not be impaired,  that no liens shall attach to
the Premises or the Property by reason therefor, and that Tenant will secure all
necessary  permits  pertaining  to the  aforementioned  alterations,  additions,
modifications  or  improvements.  Tenant shall  reimburse  Landlord  upon demand
therefor  for  all  reasonable  costs  and  expenses  incurred  by  Landlord  in
connection  with  its  review  of such  plans  and the  inspection  of the  work
contemplated  thereby,  but only to the extent  such work  relates to  modifying
structural  component  or building  systems.  Tenant has no  authority or power,
express or implied,  to create or cause to be created or to consent to any lien,
charge or encumbrance  of any kind against the Premises or the Property.  Tenant
shall  pay  before  delinquency  all costs for work done or caused to be done by
Tenant  in the  Premises  which  could  result  in any  lien or  encumbrance  on
Landlord's interest in the Property or any part thereof, shall keep the title to
the Property  and every part  thereof free and clear of any lien or  encumbrance
with respect to such work and shall indemnify and hold harmless Landlord against
any  claim,  loss,  lien,  cost,  demand or legal or other  expense,  whether in
respect of any lien,  injury to person or property  (including  the Building) or
otherwise,  arising out of the work performed or to be performed at the Premises
or the  supply of  material,  services  or labor  for such  work.  Tenant  shall
immediately  notify Landlord of any such lien,  claim of lien or other action of
which it has  knowledge  and which affects the title to the Property or any part
thereof  and shall  cause the same to be removed  within ten (10) days,  failing
which  Landlord may take such action as Landlord  deems  necessary to remove the
same  and the cost  thereof  (including  reasonable  attorneys'  fees)  shall be
immediately due and payable by Tenant to Landlord.  All alterations,  additions,
improvements and fixtures (other than Tenant's personal  property,  provided the
same are  installed  at no cost or  expense  to  Landlord)  which may be made or
installed by either party upon the Premises  shall be and remain the property of
Landlord  and shall remain upon and be  surrendered  with the  Premises,  unless
Landlord requests their removal, in which event Tenant shall remove the same and
restore the Premises to its original condition,  taking into account normal wear
and tear, at Tenant's sole cost and expense and Tenant shall pay the entire cost
of such removal and  restoration.  If Tenant  fails to remove such  property and
restore the Premises as  aforesaid.  Landlord may do so and Tenant shall pay the
entire cost thereof to Landlord  within ten (10) days after Tenant's  receipt of
Landlord's  written demand therefor.  In connection with the installation of any
alterations,  additions,  modifications  and  improvements,   including  without
limitation,  any described in Article 2 hereof.  Tenant shall be responsible for
and pay  any  construction  management  fee  charged  by the  property  manager,
provided  the fee does not exceed ten percent  (10%) of the sum of hard costs of
any such installation of alterations, additions, modifications or improvements.

8. Hazardous Substances and Environmental Issues.

     8.1  Hazardous  Substances.  Tenant  (a) shall not use,  process,  release,
discharge,  generate,  treat,  store,  transport  or  dispose  of any  Hazardous
Substances  on, in,  under or through  the  Premises  or  Property  (other  than
substances  necessary  for the proper  operation  of  business  machines  (E.G.,
photocopying  machines and  printers)),  and (b) shall  prohibit its  employees,
licensees,   subtenants,  invitees  and  third  party  contractors  from  using,
processing, releasing,  discharging,  generating, treating, storing or disposing
of any Hazardous  Substances  on, in, under or through the Premises or Property,
in either  case in  quantities  or  concentrations  or in a manner  which  would
violate any  applicable  Requirement.  In addition  to any other  obligation  or
liability that Tenant may have hereunder or under  applicable  law, if Tenant or
any of  Tenant's  employees,  licensees,  subtenants,  invitees  or third  party
contractors uses, processes,  releases,  discharges,  treats, generates, stores,
transports or disposes of any  Hazardous  Substance on, in, under or through the
Premises or the Property in  violation of the terms of this Lease or  applicable
law,  then Tenant  upon  discovering  same or upon  notice from  Landlord or any
governmental  authority shall immediately  remove such Hazardous  Substance from
the Premises and the  Property at Tenant's  sole cost and expense in  accordance
with all applicable  Requirements.  Tenant hereby indemnifies and holds Landlord
harmless from any loss,  cost,  claim,  damage or expense  including  reasonable
attorneys' fees arising out of a breach by Tenant of its obligations  under this
Section,  which  indemnification  obligation  shall  survive the  expiration  or

                                       11
<PAGE>
termination of this Lease.  For purposes hereof the term "Hazardous  Substances"
shall mean any and all substances (whether liquid, solid or gas) defined, listed
or otherwise classified as pollutants.  hazardous wastes,  hazardous substances,
hazardous  materials,  extremely  hazardous wastes, or words or terms of similar
regulatory  effect  under any present or future  Requirement  or that may have a
negative impact on human health, safety or the environment,  including,  but not
limited to, petroleum and petroleum products,  asbestos and  asbestos-containing
materials,   polychlorinated   biphenyls,   lead,   lead-based  paints,   radon,
radioactive materials, flammables and explosives.

     8.2  Conservation  and  Environmental  Policies and Programs.  Tenant shall
comply with all conservation and environmental  protection programs and policies
implemented  by Landlord to comply with any  mandatory or  reasonable  voluntary
conservation or environmental  protection  program or policy  promulgated by any
governmental or quasi-governmental  authority.  Landlord shall have no liability
to Tenant  and  Tenant  shall  not,  except as  expressly  provided  in the last
sentence of Section 6.5 above,  be entitled to any rebate or offset against Rent
nor shall the same  constitute  constructive  eviction  if Landlord is unable to
provide  any of the  services  provided  for in Article 6 because of  Landlord's
compliance with any such mandatory program or policy.

9. Insurance.

     9.1 Fire Insurance. Tenant agrees, in addition to the provisions of Article
8, that it will not do anything  that will cause  Landlord's  insurance  against
loss by fire or other  hazards,  as well as public  liability  insurance,  to be
canceled or the rates  thereof  increased  or that will  prevent  Landlord  from
procuring  same in  acceptable  companies  and at  standard  rates.  Tenant will
further do everything  reasonably  possible and  consistent  with the conduct of
Tenant's  business  to obtain the lowest  possible  rates for  insurance  on the
Premises.  If,  however,  the cost to Landlord  of  obtaining  insurance  on the
Premises (or the Building in which the Premises are located) is increased due to
the Tenant's occupancy  thereof.  Tenant agrees to pay, promptly upon demand, as
additional  rental,  any such  increase and such activity  shall,  at Landlord's
option constitute a Default hereunder.

     9.2 Tenant's  Insurance.  During the Term. Tenant shall obtain and maintain
in force at Tenant's sole cost and expense the following insurance:

     9.2.1  Casualty  Insurance.  Fire and  Extended  Coverage  in the form of a
"Special Form" policy with extended coverage  endorsement,  including vandalism,
malicious  mischief,  water  damage,  sprinkler  damage,  earthquake  and  flood
coverage,  and  any  other  endorsement  required  by the  holder  of any fee or
leasehold mortgage, in an amount equal to full replacement value, at the time of
loss, of Tenant's  personal  property and trade fixtures located at the Premises
as well as alterations and  improvements to the Premises paid for by the Tenant.
Such  amount  shall  provide  for  replacement  cost and shall be  subject  to a
deductible  amount no  greater  than that  reasonably  acceptable  to  Landlord.
Landlord agrees that a deductible  amount of Ten Thousand  Dollars  ($10,000) is
acceptable  to  Landlord.  Notwithstanding  the  foregoing.  Tenant shall not be
required to carry  earthquake  or flood  insurance  unless any lender  holding a
mortgage or deed of trust on the Building requires earthquake or flood insurance
or such insurance is generally being required by landlords  leasing space in the
Washington. D.C. metropolitan area.

     9.2.2 Liability  Insurance.  Commercial  General Liability  Insurance on an
"occurrence" basis for the benefit of Landlord,  Agent (hereinafter defined) and
Landlord's  property  management  company(ies)  (if other  than  Agent)  and any
mortgagee as additional insureds against claims for "personal injury" liability,
including (without limitation) bodily injury, death or property damage liability
with a limit of not less than One Million  Dollars  ($1,000,000) in the event of
"personal  injury"  including  death to any  number of  persons  or of damage to
property   arising  out  of  any  one   "occurrence"  and  Two  Million  Dollars
($2,000,000) aggregate;  any such insurance may be furnished under an "umbrella"
policy with Landlord's  prior written  consent,  which shall not be unreasonably
withheld so long as the amount of insurance covering the Premises is not reduced
by losses  occurring  at other  locations.  Such  amount  shall be  subject to a
deductible  amount no  greater  than that  reasonably  acceptable  to  Landlord.

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<PAGE>
Landlord agrees that a deductible  amount of Ten Thousand  Dollars  (510,000) is
acceptable  to Landlord.  The policy shall insure  performance  by Tenant of the
indemnity provisions of Section 9.5. The limits of any such insurance shall not,
however, limit the liability of Tenant under this Lease.

     9.2.3 Worker's  Compensation.  Worker's  compensation  insurance (including
employees'  liability  insurance) in the amount covering all employees of Tenant
employed  at or  performing  services at the  Premises,  in order to provide the
statutory benefits required by the laws of the State of Maryland.

     9.2.4 Business Interruption.  Business interruption insurance, providing in
the event of damage or  destruction  of the  Premises  an amount  sufficient  to
sustain  Tenant  for a period of not less than one year for:  (a) the net profit
that would have been  realized  had the business  continued:  and (b) such fixed
charges and  expenses  as must  necessarily  continue  during a total or partial
suspension  of business to the extent to which they would have been incurred had
no business interruption  occurred,  including,  but not limited to, interest on
indebtedness,  charges under noncancellable contracts,  charges for advertising,
legal or other professional  services,  taxes and rents that may still continue,
trade association dues, insurance premiums and depreciation.

     9.2.5 Other  Insurance.  Such other  insurance as Landlord or any mortgagee
may reasonably require including,  without limitation,  builder's risk insurance
during the course of any improvements,  alterations,  additions or modifications
to the Premises.

     9.3 Insurance Policies and Insurers.  All insurance policies required to be
obtained and  maintained by Tenant under this Lease shall be issued by insurance
companies  authorized  to do business in the State of Maryland and with a rating
of at least "A" in A.M.  Best's Key Rating Guide and at least "X" in A.M. Best's
Financial   Rating  Guide,   shall  be  written  as  primary  policies  and  not
contributing  with or in excess of any coverage which Landlord may carry,  shall
provide  that  the  policy  may  not be  canceled  or  amended  or the  coverage
thereunder  reduced  unless  Landlord  and each  other  party  designated  as an
additional insured or loss payee thereunder shall have received thirty (30) days
prior written notice, shall contain a provision or have the effect that Landlord
and any other  parties in  interest  shall be  entitled  to recover  under those
policies for any covered loss  occasioned  to them,  notwithstanding  any act or
omission of Tenant or any other named insured and shall otherwise be in form and
content reasonably  satisfactory to Landlord.  Tenant shall furnish to Landlord,
prior to the  Commencement  Date,  and  within  thirty  (30)  days  prior to the
expiration  of each  such  policy,  a  certificate  of  insurance  issued by the
insurance carrier of each policy of insurance carried by Tenant pursuant hereto,
reflecting  the  coverages  required  by  this  Article  9.  and a copy  of each
insurance  policy.  Landlord,  its successors and assigns,  Landlord's  property
management company(ies) and each nominee of Landlord holding any interest in the
Premises  shall be designated as an additional  insured and as a loss payee,  as
applicable,  under each  policy of  insurance  (other  than  those for  worker's
compensation)  maintained by Tenant  pursuant to this Article 9. The premiums on
any policy which Tenant is required to carry pursuant to this Article 9 shall be
paid when due.  Upon payment of such  premiums,  reasonable  evidence of payment
shall be provided to Landlord.  Tenant shall immediately  notify Landlord in the
event  that any of its  insurance  carriers  cancel  or  modify  any  policy  of
insurance  and shall also  notify1  Landlord at least  thirty (30) days prior to
changing  insurance  carriers or the modification or cancellation of any policy;
provided,  however, that the notification hereinabove required shall not relieve
Tenant of its  obligation  to  maintain  continuously  in  effect  the types and
amounts of  insurance  specified  in this  Article 9. If Tenant fails to provide
evidence reasonably  satisfactory to Landlord of Tenant's timely compliance with
the requirements of this Article 9, Landlord shall have the right, after written
notice to  Tenant,  to place any and all of the  insurance  coverages  set forth
above and Tenant  agrees to  reimburse  Landlord  immediately  upon  demand,  as
Additional Rent, Landlord's cost of such coverages. From time to time, but in no
event more frequently than once in any twelve month period,  Landlord shall have
the right to adjust the dollar limits of coverage set forth in this Article 9.

9.4 Waiver of Subrogation.

     9.4.1 Release.  Subject to the provisions of Subsection 9.4.2, Landlord and
Tenant (on behalf of themselves and their respective  agents,  employees,  third

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<PAGE>
party contractors,  subtenants,  licensees, invitees and assignees) each release
the other with  respect to and agree that the other  shall not be liable for any
business interruption or any loss or damage to property or injury to or death ot
persons occurring on the Premises,  in the Building or on adjoining  property or
in any manner  arising out of or connected  with  Tenant's use of the  Premises,
whether or not caused by the  negligence or other fault of Landlord or Tenant or
any of their respective agents, employees, third party contractors,  subtenants,
licensees,  invitees or assignees;  in addition,  however, that Tenant (and such
other listed related parties) hereby also release Agent and Landlord's  property
management  company(ies)  (if  other  than  Agent)  and  agree  that  Agent  and
Landlord's property  management  company(ies) (if other than Agent) shall not be
liable in the same manner as Landlord.

     9.4.2 Insurance  Coverage.  The release and waiver  contained in Subsection
9.4.1 shall apply only to the extent that such  business  interruption,  loss or
damage to property,  or injury to or death of persons is covered by, or required
hereunder to be covered by insurance (excluding liability insurance), regardless
of whether such  insurance  is payable or protects  the Landlord  (and Agent and
Landlord's  property  management  company(ies) if other than Agent) or Tenant or
both.  Nothing in this  Section  9.4 shall be  construed  to impose any other or
greater  liability upon either the Landlord (and Agent and  Landlord's  property
management  company(ies)  if other than Agent) or Tenant than would have existed
in absence of this Subsection.

     9.4.3 No Effect. The release and waiver contained in Subsection 9.4.1 shall
be in effect only so long as the applicable  insurance policies contain a clause
to the effect  that such  release  and  waiver  will not affect the right of the
insured to recover  under such  policies.  Such clauses shall be obtained by the
parties in policies to be obtained by them whenever possible.

     9.5 Indemnity.  Tenant shall indemnify,  hold harmless and defend Landlord,
and Agent and  Landlord's  property  management  companies) if other than Agent,
from and against any and all claims, demands, causes of action, loss, liability,
costs or expenses (including, without limitation, reasonable attorneys' fees and
costs)  arising  out of,  connected  with or  incidental  to:  Tenant's  use and
occupancy of the Premises or the business  conducted by Tenant  therein;  or any
act or  omission  by Tenant or any of Tenant's  agents,  employees,  third party
contractors,  subtenants,  licensees,  invitees or assignees;  or any Default by
Tenant under this Lease.  Tenant's  obligations under this Section 9.5 shall not
apply to claims, demands,  causes of action, loss, liability,  costs or expenses
to the extent resulting from the gross  negligence or intentional  misconduct of
Landlord  or  its  agents,  employees  or  third  party  contractors.   Tenant's
obligations  under  this  Section  9.5 as  well as  under  any  other  indemnity
provision set forth in this Lease shall survive the termination or expiration of
this Lease.  To the extent of  Landlord's  liability  insurance  coverage  only.
Landlord shall  indemnify,  hold harmless and defend Tenant from and against any
and all claims,  demands,  causes of action, loss, liability,  costs or expenses
(including,  without limitation,  reasonable attorneys' fees and costs) relating
to  property  damage or bodily  injury  brought  or  incurred  by third  parties
(excluding Tenant's employees,  contractors,  agents, assignees,  sublessees and
licensees)  with respect to  occurrences  within the Common Areas arising solely
due to Landlord's gross negligence or intentionally  wrongful acts (specifically
excluding  those  where the  claim,  demand  or cause of action is also  against
Tenant or any of Tenant's agents, employees, contractors, subtenants, licensees,
invitees or  assignees  or is caused in whole or in part by any  intentional  or
negligent act or omission by or  attributable  to Tenant or Tenant's  employees,
contractors, agents, assignees, sublessees and licensees).

10. Permits - Compliance with Laws.

     10.1 Permits.  Tenant shall,  at its own expense,  promptly obtain from the
appropriate  governmental  authorities  and  maintain  in full  force and effect
during  the  Term of this  Lease  any and all  permits,  licenses  and the  like
required to permit  Tenant to occupy the  Premises  and conduct its business for
the purposes herein stated.  Tenant's failure to satisfy this requirement  shall
not relieve the Tenant of its liability for all Rent from the Commencement Date.

     10.2 Compliance with Laws. Tenant shall continuously  comply with and cause
its employees,  agents,  contractors,  invitees and licensees to comply with all
Requirements  applicable  to Tenant's use and  occupancy of the Premises and the
Common Areas.

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<PAGE>
11. Assignment and Subletting.

     11.1  Tenant  agrees that it will not, by  agreement,  operation  of law or
otherwise,  without Landlord's prior written consent, (i) assign,  transfer,  or
encumber the Lease,  in whole or in part,  or (ii) sublet,  license or otherwise
permit others to occupy the Premises,  in whole or in part (all of the foregoing
in clauses (i) and (ii) being referred to as a "Transfer").  Landlord shall base
its  decision  on  consent  to  a  Transfer  upon,  among  other  factors,   the
credit-worthiness,  use. and  reputation of the proposed  transferee,  assignee,
sublessee, licensee or other occupant (a "Transferee"), and Landlord agrees that
it will not arbitrarily withhold its consent. Tenant shall provide Landlord with
whatever  documentation  Landlord may  reasonably  request to evaluate the same,
including without limitation,  tax returns and audited financial  statements for
the proposed  Transferee.  No Transfer  shall relieve or release Tenant from any
liability  or  obligation  under this Lease (and the  transferring  Tenant shall
continue to have primary liability under this Lease,  jointly and severally with
the  Transferee),  nor shall any Transfer  relieve or release any guarantor from
any  liability or  obligation  under any guaranty of this Lease.  Tenant  hereby
acknowledges that among other reasons and factors, Landlord's disapproval of any
proposed  Transfer  shall be deemed  valid and final if based upon any or all of
the following  factors:  (i) the proposed Transfer would result in more than two
subleases of portions of the Premises being in effect at any one time during the
Term, or would result in any sublease  premises or the remainder of the Premises
(i.e.,  that not subleased)  not having direct access to a Building  common area
corridor in mariner which complies with applicable  code; (ii) the net effective
rent payable by the  Transferee  (adjusted  on a rentable  square foot basis) is
less than the net effective rent then being quoted by Landlord for new leases in
the Building for comparable  size space for a comparable  period of time;  (iii)
the proposed  Transferee is an existing tenant of the Building or is negotiating
with Landlord;  (iv) the proposed  Transferee is a governmental  entity; (v) the
portion of the  Premises  to be sublet or assigned  is  irregular  in shape with
inadequate  means of ingress  and  egress;  (vi) the use of the  Premises by the
Transferee  (A) is not permitted by the use provisions  hereof,  or (B) violates
any exclusive use granted by Landlord to another  tenant in the Building (to the
extent such  exclusive is disclosed to Tenant);  (vii) the Transfer would result
in  significant  increase in the use of the parking areas or Common Areas by the
Transferee's  employees or visitors,  and/or  significantly  increase the demand
upon  utilities and services to be provided by Landlord to the Premises;  (viii)
the Transferee does not have the financial capability to fulfill the obligations
imposed by the Transfer;  (ix) the  Transferee  is not in Landlord's  opinion of
reputable or good character or consistent with Landlord's desired tenant mix; or
(x) the Transferee is a real estate  developer or landlord or is acting directly
or indirectly on behalf of a real estate  developer or landlord.  Tenant further
agrees that if it intends to Transfer the entire Premises,  it will first notify
Landlord in writing and Landlord  shall have fifteen (15) days to notify  Tenant
that  Landlord,  at its option may accept a surrender of the Premises,  in which
event Landlord shall release Tenant from any further  liability under this Lease
from and after  the date the  Premises  are  surrendered.  Tenant  agrees to pay
Landlord a minimum fee of  SI.000.00  for  services  rendered in respect to each
consent to a Transfer.  Any Transfer  without  Landlord's  prior written consent
shall be a Default under this Lease,  and at Landlord's  sole option,  be deemed
void. Any Transfer to which Landlord  consents shall not be effective  until the
Transferee  executes an  acknowledgement  of Landlord's consent to the Transfer,
assignment  or subletting on Landlord's  standard  form,  and unless  Landlord's
otherwise  agrees,  any such  Transfer  shall  be on  Landlord's  standard  form
therefor.  Consent  to  any  Transfer  shall  not be  deemed  a  consent  to any
subsequent  Transfer.  In  the  event  of  any  Transfer,   any  rent  or  other
consideration  that Tenant or an affiliate  receives  from the  Transferee or an
affiliate in connection with the Transfer shall be split 50/50 between  Landlord
and Tenant, except that in the case of a sublease, only the amounts in excess of
the  pro-rated  Basic  Monthly  Rent and  pro-rated  scheduled  Additional  Rent
hereunder shall be split 50/50. For the purposes of the foregoing, any transfer,
direct or  indirect  (e.g.,  through  transfer  of  ownership  interests  in the
ownership  entity or further  upstream  entity) of the  ownership  interests  in
Tenant (whether stock,  partnership interests or membership interests or other),
whether  in one or  more  successive  transfers,  of  either  (i) a  controlling
interest, or (ii) more than twenty-five percent (25%) interest,  shall be deemed
an  assignment.  Tenant shall not restrict  any  subtenants,  licensees or other
sub-occupants  from  relocating,  after the end of their agreed  term,  to other
premises  in the  Building  or  charge a fee in  connection  therewith,  and any
provision to the contrary in any such agreement is void.

                                       15
<PAGE>
     11.2  Notwithstanding  the  foregoing.  Tenant  may,  with prior  notice to
Landlord but without the requirement of Landlord's  consent,  Transfer the Lease
to (i) the  surviving  entity upon a merger or  consolidation  with SavWatt USA,
Inc.,  so long as the  surviving  entity  (taking  into  account  any  financing
utilized in connection with the  transaction)  has an equal or better  financial
condition and  creditworthiness  than the assigning Tenant had, at both the time
of  execution  of  this  Lease  and  as of  immediately  before  the  merger  or
consolidation,  (ii) any entity  purchasing  all of the  assets of SavWatt  USA,
Inc.,  so long as the  purchasing  entity  (taking  into  account any  financing
utilized in connection  with the  transaction)has  an equal or better  financial
condition  and  creditworthiness  than  the  Tenant  had.  at both  the  time of
execution of this Lease and as of immediately  before the asset sale, or (iii) a
wholly-owned  subsidiary  of Tenant or to the 100% parent of Tenant,  so long as
the  subsidiary  or parent  (taking  into  account  any  financing  utilized  in
connection with the transaction) has an equal or better financial  condition and
creditworthiness  than the Tenant  had,  at both the time of  execution  of this
Lease and as of  immediately  before the Transfer,  provided that in any case of
the foregoing (i) thru (iii) which  involves a Transfer of less than 100% of the
Premises,  there shall be no reconfiguration of the Premises;  provided however,
that (x) any such  Transfer  shall not be  effective  until the  transferor  and
transferee execute Landlord's standard form evidencing the Transfer,  and (y) if
Tenant is in Default  hereunder at the time of the Transfer,  at Landlord's sole
option,  such  Transfer  shall be null and void.  Along with the notice,  Tenant
shall  provide  such  documentation  as is  reasonably  requested by Landlord to
substantiate  the  applicability  of this Section 11.2,  such  information to be
certified to Landlord by the entity or person  providing the  information  or an
officer,  partner or owner  thereof,  as  directed by  Landlord.  If Tenant is a
publicly-traded  company,  and applicable  securities laws prevent disclosure to
Landlord in advance of the merger, consolidation or asset sale, then within five
(5) days of the merger,  consolidation or asset sale.  Tenant shall provide such
notice and  documentation  and execute  Landlord's  standard form evidencing the
Transfer.

     Any such  Transfer  which does not require  Landlord's  consent  under this
Section  11.2 shall  remain  subject to all other  provisions  of Section  11.1,
except that Landlord shall not have the recapture right under Section 11.1 as to
such Transfer which does not require Landlord's  consent.  In furtherance of the
foregoing, no such Transfer shall relieve Tenant from any obligations under this
Lease (as the same may be  modified,  renewed  or  extended)  and  Tenant  shall
continue to have primary  liability under this Lease (jointly and severally with
the Transferee),  and in addition, such Transfer shall not release any guarantor
from any obligations under any guaranty of this Lease.

12. Subordination.

     Tenant accepts this Lease, and the tenancy created  hereunder,  subject and
subordinate to any leases,  mortgages,  deeds of trust,  leasehold  mortgages or
other security  interests now or hereafter a lien upon or affecting the Building
or the Property or any part thereof. Tenant shall, at any time hereafter, within
ten (10) days following  request  therefor,  execute any instruments,  leases or
other documents that may be required by any ground lessor, mortgage,  mortgagee,
deed of trust, beneficiary, trustee or underlying owner or Landlord hereunder to
confirm Tenant's subordination of its interest hereunder to any such mortgage or
mortgages, deed or deeds of trust or underlying lease, and the failure of Tenant
to  execute  any such  instruments,  leases or  documents  shall  constitute  an
immediate Default hereunder.

13. Attornment.

     Tenant  agrees  that upon any  termination  of  Landlord's  interest in the
Premises,  Tenant will, upon request,  attorn to the person or organization then
holding  title  to the  Property  or  Landlord's  prior  interest  therein  (the
"Successor")  and to all subsequent  Successors,  and shall pay to the Successor
all rents and other  monies  required  to be paid by the  Tenant  hereunder  and
perform all of the other terms, covenants,  conditions and obligations contained
in this Lease,  and Tenant will execute and deliver to Landlord (and  Landlord's
mortgagee) and any Successor, such instruments as may be required by such person
confirming same.

                                       16
<PAGE>
14. Property Loss or Damage.

     14.1 Landlord's Responsibility.  Subject to the provisions of Section 14.2,
Tenant hereby expressly agrees that Landlord (and Agent and Landlord's  property
management  company(ies)  if other than Agent) shall not be  responsible  in any
manner for any damage or injury to the person or property of Tenant or any other
person or  business  directly  or  indirectly  caused by (i)  dampness or water,
whether  due to a break or leak in any part of the roof,  heating,  or  plumbing
within the  Premises,  or in the Building in which the Premises are located,  no
matter how caused;  (ii)  theft;  (iii) fire or other  casualty;  (iv) any other
cause whatsoever.

     14.2  Landlord's  Liability for Damages.  Landlord shall only be liable for
actual  damages or injury to person or property of Tenant or of any other person
or  business  where  (i)  notice in  writing  of any  defect  (or  Landlord  has
constructive  notice of any defect) which Landlord is obligated  under the terms
of this Lease to correct and which caused such damage or injury,  has been given
in  sufficient  time  before  the  occurrence  of such  damage or injury to have
enabled  Landlord to correct such  defect,  and (ii) then only if such damage or
injury is due to  Landlord's  gross  negligence in  performing  its  obligations
hereunder, and (iii) Landlord is not released,  deemed not liable or indemnified
therefrom elsewhere herein.

15. Tenant's Failure to Perform.

     In the event that Tenant fails to do any act or make any payment or perform
any term or covenant on Tenant's  part  required  under this Lease or  otherwise
fails to comply  herewith,  after  expiration  of any  applicable  cure  period.
Landlord may (at its option,  but without being required to do so)  immediately,
or at any time thereafter and without any further notice,  and without relieving
Tenant ot any of its obligations hereunder, perform the same on the account that
Tenant has failed to do so;  provided  however,  that it is understood  that the
cure  period in  Section  21 shall not apply  with  respect  to (x)  obligations
relating to maintenance of insurance, and removing or bonding a hen, which shall
be governed by Sections 7 and 9 respectively;  and (y) repair of the Premises or
other parts of the  Property,  in which case  Landlord  shall not exercise  such
right until the  expiration of fifteen (15) days'  written  notice from Landlord
(except  in the case of an  emergency  in  which  case no such  notice  shall be
required,   and  immediate  exercise  is  permitted).   If  Landlord  makes  any
expenditures,  or incurs any  obligations for the payment of money in connection
therewith,  including,  but not  limited  to.  attorneys'  fees  in  instituting
prosecuting or defending any action or proceeding, such sums paid or obligations
incurred,  with interest at the rate of six percent (6%) per annum from the date
Landlord  incurs such  expense or cost,  shall be deemed to be  Additional  Rent
hereunder  and  shall be paid by  Tenant  to  Landlord  within  five (5) days of
rendition  of any bill or  statement  to Tenant  therefor.  All rights  given to
Landlord in this Article shall be in addition to any other rights or remedies of
Landlord herein contained or otherwise available.

16. Landlord's Right to Show and Inspect Premises.

     Tenant  agrees  that  Landlord  may,  within the last six (6) months of the
Lease term,  display a "For Lease" or "For Sale" sign on the  Premises  and show
prospects  through the Premises at any reasonable  time, with  twenty-four  (24)
hours' prior notice to allow Tenant to arrange for escorted  tours. In addition,
Landlord  may.  during  any  reasonable  time or  times,  before  and  after the
Commencement  Date,  enter  upon  the  Premises,  any  portion  thereof  and any
appurtenance  thereto (with men and materials,  if required) for the purpose of:
(i) inspecting the same,  (ii) making such repairs,  replacements or alterations
which it may be required to perform under the  provisions of this Lease or which
it may deem  desirable  for the  Premises  or the  Building,  including  but not
limited to repairs and  improvements  to space  above,  below and/or on the same
floor as the Premises  and/or  (iii)  performing  any other acts  required of or
permitted  to  Landlord  herein or under any  applicable  Requirement.  Landlord
agrees to give notice  prior to any such entry  except that  Landlord  may enter
without  notice in the case of an emergency.  In making such an entry,  Landlord
agrees to use reasonable efforts to avoid interfering with the regular and usual
conduct of Tenant's  business and Tenant shall not interfere with the conduct of
any such inspection or tour.

                                       17
<PAGE>
17. Surrender at End of Term.

     Tenant shall vacate the Premises at the expiration or other  termination of
this Lease or of Tenant's right of possession, and except as otherwise provided,
shall remove all goods and effects not belonging to Landlord  (including without
limitation  all  wiring  and  cabling  including  those  running  outside of the
Premises), and any leasehold alterations,  additions,  improvements and fixtures
to be removed  from the  Premises  by Tenant  pursuant to the terms of Section 7
hereof,  and shall  surrender  possession  of the  Premises and all fixtures and
systems  thereof not  required to be  removed,  in good repair and good  working
condition,  reasonable wear, tear and damage by casualty for which Tenant is not
responsible  hereunder excepted and Tenant shall otherwise comply with Section 7
hereof.  If Tenant  shall  fail to  perform  any of the  foregoing  obligations.
Landlord  is hereby  expressly  authorized  to do so on  Tenant's  behalf and at
Tenant's  sole cost and  expense,  and  Landlord  may sell such  articles on the
Premises as Landlord in its sole discretion  deems saleable,  and may dispose of
others in any manner  which it chooses.  Tenant  shall pay and be liable for any
and all costs and expenses incurred by Landlord  hereunder.  The proceeds of any
such sale shall be applied  toward the  expenses  thus  incurred  AS well as any
other  outstanding  obligations  of Tenant under this Lease and Tenant agrees to
pay any remaining balance promptly. For purposes of this paragraph, reference to
"Premises'"  shall include any exterior  storage or other areas in the Building,
on the roof or elsewhere within the Property outside of the Premises as to which
Tenant had  exclusive  use or utilized in  connection  with its  operations.  In
furtherance but without limitation of the foregoing,  at the expiration or other
termination  of this Lease,  Tenant  shall be  responsible  for (i) removing all
items from exterior or other  storage  areas and  repairing and restoring  those
areas to original condition; (ii) removing any dumpster(s) from the Property and
repairing and restoring  any areas damaged by  dumpster(s)  use (whether wear or
tear  or   otherwise)   to  original   condition;   (iii)   removing   any  roof
telecommunication devices and, except as otherwise directed by Landlord, rooftop
HVAC units and back-up generators (and associated conduits, wiring and the like)
serving the Premises,  and  repairing and restoring the roof and other  affected
areas to original condition.

18. Holding Over.

     If Tenant shall not immediately surrender possession of the Premises at the
termination  or  expiration  of this  Lease,  Tenant  shall  become a tenant  at
sufferance at a monthly  rental of twice the Basic  Monthly Rent and  Additional
Rent in effect just prior to  termination  or  expiration  of this  Lease,  said
rental  to be  payable  in  advance  on a monthly  basis.  Tenant's  tenancy  at
sufferance shall continue on a month to month basis and Tenant shall be required
to give thirty (30) days advance  notice to Landlord to terminate  such month to
month tenancy at sufferance.  Notwithstanding  anything  herein to the contrary,
the Landlord shall continue to be entitled to retake  possession of the Premises
immediately  upon the  expiration  of the term hereof or upon  expiration of any
monthly period of the tenancy at sufferance,  without notice,  at any time prior
to accepting the rent payment for the next ensuing monthly period.  Tenant, as a
tenant  at  sufferance,  shall  be  subject  to all the  terms,  conditions  and
covenants of this Lease (including without  limitation.  Landlord's rights under
the Lease) as though the tenancy had originally been a monthly  tenancy.  Tenant
further  agrees that it shall be liable for any damages  suffered by Landlord by
reason of Tenant's failure to immediately surrender the Premises.

19. Destruction - Fire or Other Casualty.

     In case of  partial  damage  to the  Premises  by fire or  other  casualty,
insured  against by Landlord,  Tenant  shall give  immediate  notice  thereof to
Landlord,  and Landlord,  to the extent that insurance proceeds  respecting such
damage are subject to and, in fact,  are under the control and use of  Landlord,
shall  thereupon  cause such  damage to all  property  owned by  Landlord  to be
repaired with reasonable  speed at the expense of Landlord,  due allowance being
made for reasonable  delay which may arise by reason of adjustment of loss under
insurance  policies on the part of Landlord  and/or  Tenant,  and for reasonable
delay on  account  of "labor  troubles"  or any other  cause  beyond  Landlord's
control and to the extent that the Premises are rendered actually  untenantable,
the rent shall  proportionately  abate,  unless Tenant cannot materially conduct
business,   in  which   case  the   Premises   shall  be  deemed   untenantable.
Notwithstanding  the  foregoing,  if such partial  damage is due to the fault or
neglect of Tenant or those  employing  or retaining  the services of Tenant,  or
Tenant's  servants,  employees,  agents,  contractors,  licensees,  invitees  or

                                       18
<PAGE>
visitors,  or to the extent that insurance  proceeds  respecting such damage are
not subject to and, in fact, are not under the control and use of Landlord,  the
damage  shall be repaired by Landlord at Tenant's  expense and there shall be no
apportionment  or  abatement  of  rent.  In the  event  the  damage  shall be so
extensive  to the whole  Building as to render it  uneconomical,  in  Landlord's
opinion,  to restore for the use of Tenant, as specified in Article 5 hereof, or
Landlord  shall decide not to repair or rebuild the Building,  then Landlord may
elect to terminate this Lease upon written notice to Tenant and this Lease shall
expire by lapse of time upon the third day  after  such  notice is  mailed,  and
Tenant shall  thereupon  vacate the Premises and surrender the same to Landlord,
but such  termination  shall not release  Tenant from any  liability to Landlord
arising from such damage or from any breach of the obligations imposed on Tenant
hereunder or any other  obligations  which expressly  survive the termination of
this Lease.  In no event shall Landlord have any obligation to repair or restore
any of Tenant's  improvements or property provided,  further,  that in the event
Landlord repairs or restores the Premises,  Tenant shall promptly restore all of
Tenant's  improvements,  fixtures,  equipment and other property damaged in such
casualty. The provisions of any statute causing a Lease termination or otherwise
granting  a party  the right to  terminate  the Lease by reason of fire or other
casualty are hereby waived and superceded by this Section 19.

20. Eminent Domain.

     If the entire Premises shall be substantially  taken (either temporarily or
permanently) for public purposes, or in the event Landlord shall convey or lease
the property to any public  authority in settlement of a threat of  condemnation
or taking,  the rent shall be  adjusted to the date of such taking or leasing or
conveyance,  and this Lease shall thereupon terminate.  If only a portion of the
Premises  shall be so taken,  leased or  condemned  as a result of such  partial
taking,  and Tenant is reasonably  able to use the remainder of the Premises for
the  purposes  intended  hereunder,  then this Lease shall not  terminate,  but,
effective  as of the date of such  taking,  leasing  or  condemnation,  the rent
hereunder shall be abated in an amount thereof  proportionate to the area of the
Premises so taken,  leased or  condemned.  If,  following  such partial  taking,
Tenant shall not be reasonably able to use the remainder of the Premises for the
purposes  intended  hereunder,  then this Lease shall terminate as if the entire
Premises had been taken, leased or condemned. In the event of a taking, lease or
condemnation as described in this Article, whether or not there is a termination
hereunder.  Tenant shall have no claim against  Landlord other than for a rental
abatement to the extent provided above,  and Tenant shall not be entitled to any
portion of any  amount  that may be awarded as damages or paid as a result of or
in settlement of such  proceedings  or threat.  In furtherance of the foregoing,
any awards  relating to  compensation  for taking of real  property or leasehold
interests are hereby assigned by Tenant to Landlord.

21. Defaults - Remedies.

     21.1 Tenant Defaults. In addition to any other event under this Lease which
is  denominated a "Default."  the occurrence of any one or more of the following
events shall constitute a "Default" under this Lease by Tenant:

     21.1.1 Vacating.  The vacating of the Premises by Tenant for more than five
(5) consecutive days, or the abandonment of the Premises by Tenant.

     21.1.2  Payment.  The  failure by Tenant to make any payment of rent or any
other payment required to be made by Tenant hereunder. as and when due.

     21.1.3 Performance.  The failure by Tenant to observe or perform any of the
covenants, conditions or provisions of this Lease to be observed or performed by
Tenant  other than  described  in  Subsection  21.1.2  hereinabove  or elsewhere
herein, where such failure shall continue for a period of ten (10) business days
after written  notice  thereof from Landlord to Tenant,  or if the nature of the
Tenant's default cannot be cured in such ten (10) business day period, if Tenant
fails to  commence  such  cure  within  said ten (10)  business  day  period  or
thereafter fails to diligently prosecute such cure to completion,  within thirty
(30) days of the original notice.

                                       19
<PAGE>
     21.1.4  Assignment.  The making by Tenant or any guarantor of this Lease of
any general  assignment  or general  arrangement  for the benefit of  creditors,
filing by or against  Tenant or any such  guarantor of a petition to have Tenant
or such  guarantor  adjudged a  bankrupt  or a petition  for  reorganization  or
arrangement  under  any law  relating  to  bankruptcy  (unless  in the case of a
petition filed against Tenant or such  guarantor,  the same is dismissed  within
sixty (60) days), the appointment of a Trustee or receiver to take possession of
substantially all of the Tenant's assets located in the Premises or the Tenant's
interest in this Lease or the attachment, execution or other judicial seizure of
substantially  all of  Tenant's  assets  located  at the  Premises  or  Tenant's
interest in this Lease.

     21.1.5 Execution or Attachment. Tenant's interest in this Lease is taken in
execution or in attachment or a writ of execution is issued against Tenant.

     21.1.6   Non-Payment  of  Debts.   Tenant  or  any  guarantor  of  Tenant's
obligations  under this Lease  generally  does not pay its debts as they  become
due,  unless  such debts are the  subject of a bona fide  dispute,  or admits in
writing its inability to pay its debts.

     21.1.7 Taking  Possession.  The failure of Tenant to take possession of the
Premises within fifteen (15) days of the Commencement Date.

     21.2 Remedies. Upon the occurrence of a Default and at any time thereafter,
in addition to any other rights and remedies  Landlord may have under this Lease
or at law or in equity,  whether or not Tenant  abandons the Premises,  Landlord
shall  have the  option,  in its sole  discretion,  to do any one or more of the
following:  (i)  terminate  this Lease by any lawful  means in which case Tenant
shall  immediately  surrender  possession  of the  Premises  to  Landlord,  (ii)
re-enter the Premises,  without  terminating this Lease, and remove any property
from the Premises,  in which case  Landlord  shall be entitled to enforce all of
Landlord's  rights and remedies under this Lease  including the right to recover
all Rent and other  amounts  as they  become  due and (iii)  pursue any other or
additional right or remedy now or hereafter  available to Landlord under the law
of the jurisdiction  where the Building is located.  No re-entry or re-taking of
possession  of the Premises by Landlord  hereunder or other action on Landlord's
part shall be construed as an election to terminate  this Lease unless a written
notice of such intention is given to Tenant or unless the termination thereof is
decreed  by a  court  of  competent  jurisdiction.  Landlord's  election  not to
terminate  this Lease  pursuant to clause (i) above shall not preclude  Landlord
from subsequently  electing to terminate this Lease or pursuing any of its other
remedies.  Notwithstanding  the  foregoing,  Landlord  agrees not to violate any
self-help  eviction  laws of the  State  of  Maryland  or any  court  which  has
jurisdiction.

     21.2.1  Reletting of Premises.  Whether or not this Lease or Tenant's right
of  possession  is terminated  following  such  Default,  Landlord may relet the
Premises or any part thereof,  alone or together with other  premises,  for such
term or terms  (which may be greater  or less than the  period  which  otherwise
would have constituted the balance of the Term) and on such terms and conditions
(which may include  concessions of free rent and alterations of the Premises) as
Landlord,  in its  sole  discretion,  may deem  necessary  or  appropriate,  but
Landlord  shall not be liable for, nor shall Tenant's  obligations  hereunder be
diminished  by reason of, any failure by  Landlord to relet the  Premises or any
failure by  Landlord  to  collect  any rent due upon such  reletting;  provided,
however,  that notwithstanding the foregoing,  in the event that Tenant presents
one or more  prospective  tenants to Landlord,  Landlord  shall consider in good
faith  reletting  the  Premises or any portion  thereof to any such  prospective
tenants,  provided  such tenants are,  among other  things,  of the kind,  type,
reputation, creditworthiness and quality typically found in similar buildings.

     21.2.2  Damages.  Whether or not this Lease or Tenant's right of possession
is terminated  following such Default,  Tenant  nevertheless shall remain liable
for:

     (a)  all  Basic  Monthly  Rent  and  Additional  Rent  (including,  without
limitation,  all damages  sustained by Landlord by reason of the Default)  which
have become due until the  expiration of the Term or sooner  termination  of the
Lease (less the amount of rental, if any, that Landlord actually receives during
such  period  from  others  to whom  the  Premises  is  rented  (other  than any
Additional  Rent  received  by Landlord as a result of any failure of such other
person to perform any of its obligations to Landlord)),  and all costs, fees and

                                       20
<PAGE>
expenses (including,  without limitation,  reasonable attorneys' fees, brokerage
fees,  and  expenses  incurred in placing the Premises in  first-class  rentable
condition including, without limitation,  alterations of the Premises), incurred
by Landlord in pursuit of its  remedies  hereunder or in renting the Premises to
others from time to time (all such Basic Monthly Rent, Additional Rent, damages,
costs, fees and expenses are herein called "Accrued Damages"): and

     (b)  additional  damages  commencing  as of the day  following the last day
Accrued Damages are applicable (herein called "Termination  Damages",  which, at
the election of Landlord,  shall be either (provided that Landlord may initially
elect  under  Section  21.2.2(b)(i),  and  subsequently  at any time elect under
Section  21.2.2(b)(ii)  for the remaining  applicable period at the time of such
election):

          (i) An amount equal to the Basic Monthly Rent and Additional Rent that
     would have become due during the remainder of the Term,  and, to the extent
     not  included  in  Accrued  Damages  above,  all costs,  fees and  expenses
     (including, without limitation, reasonable attorneys' fees, brokerage fees,
     and  expenses  incurred in placing the  Premises  in  first-class  rentable
     condition  including,  without  limitation,  alterations  of the Premises),
     incurred by Landlord in pursuit of its remedies hereunder or in renting the
     Premises  to others from time to time,  less the amount of rental,  if any,
     that Landlord  actually receives during such period from others to whom the
     Premises is rented (other than any Additional  Rent received by Landlord as
     a  result  of any  failure  of such  other  person  to  perform  any of its
     obligations to Landlord),  in which case such Termination  Damages shall be
     computed and payable in monthly installments,  in advance, on the first day
     of  each  calendar  month  following  the  last  day  Accrued  Damages  are
     applicable  and  continuing  until  the date on which the Term  would  have
     expired but for Tenant's Default.  Separate suits or actions may be brought
     to collect any such Termination  Damages for any month or months,  and such
     separate  suits or action  shall not in any manner  prejudice  the right of
     Landlord to collect any  Termination  Damages for any  subsequent  month or
     months by similar  proceedings,  or Landlord may defer any suits or actions
     until after the expiration of the Term; or

          (ii) The amount determined by subtracting (A) the present value (as of
     the first date Termination Damages are applicable) of the fair rental value
     of the Premises for the remainder of the Term, taking into account a normal
     re-leasing  period in which the  Premises  would be vacant (in  determining
     such fair rental value,  the Basic Monthly Rent and operating  cost charges
     then being paid by tenants for comparable space in comparable  buildings in
     equally  desirable  locations in the Baltimore  metropolitan  area shall be
     considered),  from (B) the present value (as of the first date  Termination
     Damages are  applicable) of all Basic Monthly Rent and Additional Rent that
     would have become due during the  remainder  of the Term (with such present
     values being  determined  using a discount  rate of eight  percent (8%) per
     annum),  which Termination Damages shall be payable to Landlord in one lump
     sum on demand. For this purpose, Additional Rent shall be calculated on the
     basis that Tenant's  Proportionate Share of increases in Operating Expenses
     and Taxes would increase at the rate such expenses have generally increased
     in  Baltimore   metropolitan  area  for  comparable  Buildings  during  the
     preceding five (5) years, as reasonably determined by Landlord.

     21.2.3  Possession of Premises.  Whether or not this Lease is terminated by
reason of Tenant's  Default,  Landlord may  immediately or at any time after the
occurrence of a Default reenter and take  possession of the Premises,  either by
summary dispossess proceedings, an action for ejectment or by any other suitable
action or proceeding at law or in equity,  and the provisions of this Article 21
shall operate as a notice to quit.  Tenant hereby  expressly waives the right to
receive  any other  notice to quit or of  Landlord's  intention  to reenter  the
Premises.

     21.2.4 Cumulative Remedies.  Each right and remedy of Landlord provided for
in this Lease and each right or remedy now or  hereafter  existing  at law or in
equity  rights  or  remedies  provided  for in this  Lease  or now or  hereafter
existing at law or in equity or otherwise shall not preclude the simultaneous or

                                       21
<PAGE>
later exercise of any or all other rights or remedies provided for in this Lease
or now or hereafter existing at law or in equity or otherwise.

     21.2.5 Eviction of Tenant. Tenant hereby expressly waives any and all right
of redemption granted by or under any present or future law if Tenant is evicted
or dispossessed for any cause or if Landlord obtains  possession of the Premises
by reason of the  violation by Tenant of any of the  covenants or  conditions of
this Lease or otherwise. In addition, Tenant hereby expressly waives any and all
rights to bring any action whatsoever against any tenant taking possession after
Tenant has been  dispossessed or evicted  hereunder or to make any such tenant a
party to any action brought by Tenant against Landlord.

     21.3 Landlord  Default.  Landlord shall not be in default  unless  Landlord
fails to perform obligations  required of Landlord within a reasonable time, but
in no  event,  sooner  than ten (10)  days  after  written  notice  by Tenant to
Landlord  specifying  wherein  Landlord has failed to perform such  obligations;
provided,  however, that if the nature of the Landlord's obligation is such that
more than ten (10) days is required for performance,  then Landlord shall not be
in default  if  Landlord  commences  performance  within  such ten (10) days and
thereafter diligently prosecutes the same to completion.

     21.4 Agent's Authority. While the Agent shall be collecting the rentals due
from the Tenant,  it is hereby authorized by the Landlord to expend such sums as
may be reasonably  necessary in connection  with the  enforcement  of payment of
rental and the  securing  or  possession  of the  Premises  in case of  Tenant's
default. All such sums expended by the Agent or the Landlord shall be payable by
the Tenant as Additional Rent promptly upon demand therefor. The Landlord agrees
to pay the Agent any of such expenses not so reimbursed promptly upon demand.

22. Several Liability.

     If the  Tenant  shall  be one or more  individuals,  corporations  or other
entities,  whether or not operating as a partnership or joint venture, then each
such corporation, entity, joint venture or partner shall be deemed to be jointly
and  severally  liable for the  payment of the  entire  rent and other  payments
specified herein and all other duties and obligations of the Tenant hereunder.

23. Estoppel Certificates.

     Tenant  agrees  at any time and from  time to time,  within  ten (10)  days
following a request  therefor,  to execute,  acknowledge and deliver to Landlord
and/or Landlord's mortgagee a statement in writing 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
modifications)  and the dates to which the rent and other charges have been paid
in advance,  if any,  and stating  whether or not, to the best  knowledge of the
signer  of such  certificate.  Landlord  is in  default  in  performance  of any
covenant,  agreement or condition contained in this Lease and, if so, specifying
each such default of which the signer may have knowledge, and such other matters
as Landlord or mortgagee may reasonably request, it being intended that any such
statement delivered hereunder may be relied upon by Landlord, any mortgagee, any
prospective  mortgagee,  any  purchaser  of the  Property  and  any  prospective
purchaser or investor in the Property.  Tenant's  failure to execute and deliver
any such estoppel  certificate  within such ten (10)-day period shall constitute
an immediate Default hereunder.

24. Notices.

     All  notices,  demands and requests  required  under this Lease shall be in
writing. All such notices shall be deemed to have been properly given if sent by
United States  registered or certified mail, return receipt  requested,  postage
prepaid, by hand delivery or by reputable  overnight courier service,  addressed
to the  parties at the  following  street  addresses  (in no event are P.O.  Box
addresses acceptable):

                                       22
<PAGE>
Landlord:      c/o Bernstein Management Corporation
               5301 Wisconsin Avenue, N.W., Suite 600
               Washington, D.C. 20015
               Attn. Vice President - Commercial and
               Bernstein Management Corporation
               5301 Wisconsin Avenue, N.W., Suite 600
               Washington, D.C. 20015
               Attn. General Counsel

Tenant:        Premises And
               SavWatt USA, Inc.
               475 Park Ave South, Suite 3001
               New York, NY 10016
               Attn: Isaac H. Sutton, President

Either  party may  designate a change of address by written  notice to the other
party  delivered in the manner  permitted  hereunder;  provided,  however,  that
Tenant may not increase the number of addresses listed, and any attempt to do so
shall be null and void to the  extent  of the  excess  addresses  listed  in any
notice change of address.

     Notices,  demands  and  requests  which  shall be served by  registered  or
certified mail in the manner aforesaid shall be deemed sufficiently received and
given for all purposes hereunder two (2) days after the time such notice, demand
or request  shall be mailed by United  States  registered  or certified  mail as
aforesaid in any Post Office or Branch Post Office  regularly  maintained by the
United States Government. Notices, demands and requests which shall be served by
hand delivery shall be deemed  sufficiently  received and given for all purposes
hereunder  at the  time of  delivery  (or if  delivery  is  refused,  at time of
attempted  delivery).  Notices,  demands and  requests  which shall be served by
overnight  courier service shall be deemed  sufficiently  received and given for
all purposes  hereunder at the time delivered to such overnight  courier service
(even if delivery is refused).  Any improper address (e.g., one not in existence
or not  recognized  by the  delivery  company)  shall be treated as a refusal of
delivery once the notice is attempted.

25. Severability.

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

26. Captions.

     All headings in this Lease are intended for  convenience  of reference only
and are not to be deemed or taken as a summary of the  provisions  to which they
pertain or as construction thereof.

27. Successors and Assigns.

     The covenants, conditions and agreements contained in this Lease shall bind
and inure to the benefit of (i) Landlord and its heirs, distributees, executors,
administrators,   successors   and  assigns  and  (ii)  Tenant  and  its  heirs,
distributees,  executors, administrators,  successors and permitted assigns. The
term  "Landlord"  shall mean only the owner of the Building or the leases of the
Building  at the  time in  question  so that in the  event  of any  transfer  or
transfers of title to the Building or of  Landlord's  interest in a lease of the
Building,  the  transferor  shall be and  hereby  is  relieved  and freed of all
obligations of Landlord  under this Lease  accruing after such transfer,  and it
shall be deemed, without further agreement, that such transferee has assumed and
agreed to perform and  observe all  obligations  of Landlord  herein  during the
period it is the holder of Landlord's interest under this Lease.

                                       23
<PAGE>
28. Governing Law.

     This Lease shall be governed by and construed in all respects in accordance
with the laws of the State of Maryland.

29. Incorporation of Prior Agreements.

     This Lease  contains  all  agreements  of the parties  with  respect to any
matters contained  herein.  This Lease may be modified only in wnting and signed
by the parties in interest at the time of the modification.

30. RESERVED.

31. Signage.

     Tenant covenants and agrees that it shall not inscribe, affix, or otherwise
display signs,  advertisements or notices (collectively,  "Signs") in, on. upon,
or behind  any  windows  or on any door,  partition,  wall or other  part of the
interior or exterior of the Building  without the prior  written  consent of the
Landlord, and then only in such place, size, color, number,  materials and style
as approved by Landlord.  Tenant further  covenants and agrees that it shall not
attach or place  awnings,  antennas or other  projections  to the outside  walls
(collectively,  "Exterior Projections"), the roof or any exterior portion of the
Building without the prior written consent of the Landlord. No curtains, blinds,
shades or screens  shall be attached to or hung in. or used in  connection  with
any window or door of the  Premises  without  the prior  written  consent of the
Landlord  (collectively,  "Window  Treatments").  If such  consent  is  given by
Landlord  to  Signs,  Exterior  Projections  or Window  Treatments,  the cost of
installing, inscribing or affixing the approved material (as well as the cost of
removing and disposing of same at the  termination  or expiration of this Lease)
shall  be  charged  to and be paid by  Tenant,  and  Tenant  agrees  to pay same
promptly and on demand.  Any Signs,  Exterior  Projections or Window  Treatments
which have been placed  without  Landlord's  prior  approval may be  immediately
removed  and  disposed  of by Landlord  at  Tenant's  expense.  Tenant  shall be
responsible  for  keeping  any  Tenant  Sign.  Exterior  Projection  and  Window
Treatments in an aesthetic,  first class,  and good  condition,  unless Landlord
elects to maintain the sign, and in either case. Tenant shall be responsible for
all maintenance costs of the Sign,  Exterior  Projections and Window Treatments.
Landlord  shall provide and maintain a building  standard suite entry sign and a
listing of Tenant's name on the lobby  directory (and said listing shall include
Tenant's logo), costs for which may be Operating Expenses hereunder.

32. Miscellaneous.

     32.1 General.  As used in this Lease, and where the context  requires:  (a)
the masculine shall be deemed to include the feminine and neuter and vice versa;
and (b) the  singular  shall be deemed to include  the  plural  and vice  versa.
Reference to "days" shall mean calendar days,  unless the phrase "business days"
is expressed.

     32.2 Waiver of Jury  Trial.  Landlord  and Tenant do hereby  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 Landlord and Tenant, Tenant's use
or  occupancy  of the  Premises,  and/or any claim of injury or damage,  and any
emergency statutory or any other statutory remedy.

     32.3 Storage Outside Premises.  Tenant further covenants and agrees that it
shall not pile or place or permit to be  placed  any goods on the  sidewalks  or
parking  lots in the  front,  rear or sides of the  Building,  or to block  said
sidewalks,  parking lots and loading  areas and not to do anything that directly
or indirectly  will take away any of the rights of ingress or egress or of light
from any other tenant of the Landlord.

     32.4 Rules and  Regulations.  Tenant shall abide by and observe,  and shall
cause its employees, agents, contractors, invitees and licensees to abide by and

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<PAGE>
observe,  and Landlord shall not arbitrarily  enforce, the rules and regulations
promulgated by Landlord for the use,  operation and  maintenance of the Building
and such cha nges thereto and such additional  reasonable  rules and regulations
that  Landlord  promulgates  from time to time during the Term,  so long as such
changes or  additional  rules and  regulations  are not  inconsistent  with this
Lease,  do not restrict the use of the Premises by Tenant for the uses permitted
by  Article 5 and  reasonable  notice of the  changes or  additions  is given to
Tenant.  Such  rules  and  regulations,  together  with  any  such  changes  and
additions,  are called the "Rules and  Regulations" in this Lease. The Rules and
Regulations in effect on the date of this Lease are set forth on Exhibit C.

     32.5 Liability of Landlord.  Except for insurance proceeds which Tenant may
be  entitled  to under this Lease,  Tenant  agrees to look solely to  Landlord's
interest in the Building for the  satisfaction  of any right or remedy of Tenant
for the  collection  of a judgment (or other  judicial  process)  requiring  the
payment of money by Landlord in the event of any  liability by Landlord.  Except
as provided  above,  no other property or assets of Landlord shall be subject to
levy, execution, attachment, or other enforcement procedure for the satisfaction
of Tenant's  remedies under or with respect to this Lease,  the  relationship of
Landlord and Tenant hereunder, or Tenant's use and occupancy of the Premises, or
any other  liability  of  Landlord  to Tenant.  In no event  shall any  partner,
shareholder, director, officer, employee or agent of Landlord incur any personal
liability  under this Lease and no such liability  shall be sought,  obtained or
enforced.

     32.6 Time of Essence. Time is of the essence with respect to each and every
obligation of Tenant hereunder.

     32.7 Waivers.  No failure by Landlord to insist upon the strict performance
of or compliance with any covenant or condition of this Lease or to exercise any
right or remedy  consequent upon a breach thereof,  and no acceptance of full or
partial  Rent  during the  continuance  of any such  breach,  regardless  of any
notation to the contrary accompanying such payment, shall constitute a waiver of
any such breach or of such  covenant or  condition.  No covenant or condition of
this Lease to be  performed  or  complied  with by either  party,  and no breach
thereof,  shall be waived,  altered  or  modified  except by written  instrument
executed  by the  other  party and  specifically  consenting  to the  particular
waiver,  alteration  or  modification.  No waiver of any breach  shall affect or
alter this Lease,  but each and every covenant and condition of this Lease shall
continue  in full force and effect  with  respect to any other then  existing or
subsequent  breach  thereof.  Neither reentry by Landlord in accordance with the
provisions of this Lease nor acceptance by Landlord of keys from Tenant shall be
considered  an  acceptance  of a  surrender  of this Lease and  neither of those
events shall relieve  Tenant of Tenant's  obligations to pay Rent and to perform
and comply with all of the other  covenants  and  conditions of this Lease to be
performed  or  complied  with by  Tenant.  Except as may be  expressly  provided
herein,  if at all,  Tenant  has no  rights to  terminate  this  Lease,  and the
provisions of any law to the contrary are hereby waived.

     32.8  Attorneys'  Fees.  If legal  action is brought  with  respect to this
Lease, the substantially  prevailing party shall be entitled to reimbursement of
attorneys'  fees,  expert fees and court costs  (including  those on any appeal)
from the substantially  non-prevailing  party. For the purpose of the foregoing,
if  judgment  for any rent is entered in favor of  Landlord,  it shall be deemed
that Landlord has prevailed in such action.

     32.9 Parking.  All parking  areas for the Property  shall be under the sole
and exclusive control of Landlord,  and. except to the extent parking spaces are
leased or offered for lease at the Property,  shall be available for the general
use in common by all tenants,  their officers,  agents,  employees and visitors.
All parking areas are subject to reasonable  rules for the use thereof which may
from time to time be designated by Landlord,  including but not limited to rules
designating  areas for  employee  parking,  controlling  of ingress  and egress,
parking  charges,  arrangement of spaces and general  maintenance of the parking
areas.  Tenant shall have the right to lease (i) eight (8) parking  spaces at no
charge for the Term of the Lease and (ii) fifteen (15) additional parking spaces
at a rate of  Twenty  Dollars  ($20) per space  per  month  during  the  initial
twenty-four  (24)  months  of the  Term  of the  Lease.  Following  the  initial
twenty-four  (24) months of the Term of the Lease,  Tenant may continue to lease

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said fifteen (15) parking  spaces at a rate of Forty Dollars (S40) per space per
month for the remainder of the initial Term of the Lease.  Tenant shall have the
right to lease additional parking spaces, subject to availability,  at a rate of
Forty  Dollars  ($40) for the initial  three (3) years during the initial  Term,
subject to change  thereafter by Landlord from time to time,  based on increases
in the  consumer  price  index  known as United  States  Bureau  of  Statistics,
Consumer  Price Index for All Urban  Consumers  (1982-1984  = 100),  hereinafter
referred to as CPI, from the date of this Lease.

     32.10 Waiver of Notice.  Tenant  waives  statutory  notice to quit prior to
commencement of an action for summary possession for non-payment of rent.

     32.11 No  Partnership.  Nothing  contained in this Lease shall be deemed or
construed to create a partnership or joint venture between  Landlord and Tenant,
or create any other  relationship  between the parties hereto other than that of
landlord and tenant.

     32.12 No  Representations  by  Landlord.  Neither  Landlord  nor any agent,
representative  or employee of Landlord has made any  representation  or promise
with  respect to the  Premises or the Building  except as herein  expressly  set
forth,  and no rights,  privileges,  easements  or  licenses  are  granted to or
acquired  by Tenant  except as herein  expressly  set forth.  Tenant,  by taking
possession  of the  Premises,  shall accept the same "as is," and such taking of
possession  shall be conclusive  evidence that the Premises and the Building are
in good and satisfactory condition at the time of such taking of possession.

     32.13  Brokerage.  Landlord and Tenant each represent that they have had no
dealing  with any real estate  broker or other person with respect to this Lease
in any manner  except with Cushman & Wakefield  of  Maryland,  Inc. who shall be
compensated by Landlord pursuant to a separate written agreement.  Tenant agrees
to  indemnify  and  hold  harmless  Landlord  from  any  claims  for any fees or
commissions  that are payable to any broker,  individual  or entity  asserting a
claim for a fee or commission with respect to this Lease, which  indemnification
obligation shall survive the expiration or termination of this Lease.

     32.14  Reserved  Rights.   Landlord  hereby  reserves  to  itself  and  its
successors and assigns the following  rights (all of which are hereby  consented
to by Tenant):  (i) to change the street  address  and/or name of the  Building,
(ii) to make such changes,  alterations,  additions,  improvements,  repairs, or
replacements  in or to the  Building,  the Premises,  or the  Property,  and the
fixtures and equipment thereof, as well as in or to the street entrances, halls,
passages, elevators,  stairways, walkways, driveways, and parking areas thereof,
as it may deem necessary or desirable,  (iii) to change the  arrangement  and/or
location of  entrances,  passageways,  doors,  doorways,  corridors,  elevators,
stairs, toilets, walkways, driveways, and parking areas or other public parts of
the Building or the Property,  (iv) to erect, use, and maintain shafts,  stacks,
pipes,  conduits,  wires,  appurtenant  fixtures,  fan rooms, ducts, electric or
other  utilities,  sinks,  or  other  Building  facilities  in and  through  the
Premises,.  Landlord  may exercise any or all of the  foregoing  rights  without
being  deemed  to be  guilty  of  an  eviction,  actual  or  constructive,  or a
disturbance  or  interruption  of the  business  of  Tenant or  Tenant's  use or
occupancy of the  Premises;  provided  that in its exercise of any or all of the
foregoing  rights,  Landlord shall not unreasonably  restrict Tenant's access to
the Premises.

     32.15 Counterparts. This Lease may be executed in several counterparts, and
all counterparts shall constitute one and the same instrument.

     32.16 Financials. Upon request by Landlord from time to time, Tenant shall,
within ten (10) calendar days,  provide to Landlord or to Landlord's lender such
financial  information  certified  by  Tenant  to  be  true  and  correct  as is
reasonably necessary for Landlord or Landlord's lender or any prospective lender
or  purchaser,  as the case may be, to evaluate the  creditworthiness  of Tenant
(including without limitation, a statement reflecting all of Tenant's assets and
the nature of Tenant's interest therein).

     32.17 Notice to Lender. In the event of any default by Landlord  hereunder,
Tenant  shall,  prior to  pursuing  any  right or  remedy  available  to  Tenant
hereunder,  send to any lender of which Tenant has notice (the "Mortgagee"),  by

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<PAGE>
certified mail,  return receipt  requested,  a notice  specifying the default by
Landlord, whereupon such Mortgagee shall have the right, but not the obligation,
to cure such  default on behalf of  Landlord,  which cure shall be  accepted  by
Tenant,  and such Mortgagee shall be afforded a reasonable  period of time to do
so,  including  time to obtain  possession  of the  Premises by power of sale or
judicial  foreclosure,  if such should prove necessary to effect a cure.  Tenant
shall have no right to take any other action as a result of  Landlord's  default
unless and until Tenant complies with the provisions of this paragraph.  Nothing
in this  paragraph  shall  create  any rights of Tenant  that are not  otherwise
expressly provided elsewhere herein.

     32.18  Agent.  Tenant  is  hereby  notified  that  Landlord  has  appointed
Bernstein  Management  Corporation  as  the  "Agent"  hereunder.   Landlord  has
authorized said Agent to act for and in the name of the Landlord for any and all
purposes under this Lease and subsequent  amendments  thereto,  and Tenant shall
direct  any and all  payments,  notices  and  inquiries  of any kind  whatsoever
pursuant to and regarding  this Lease to the Agent in accordance  with the terms
set forth above.  Landlord  reserves the right to  substitute  any other person,
firm or  corporation  as a  successor  Agent,  upon  written  notice  thereof by
Landlord to Tenant.  Tenant hereby  acknowledges the authority of any such Agent
to act for, and in the name of, the Landlord for any and all purposes under this
Lease.   Without   limiting  any  other   provision   herein,   any  release  or
indemnification  of  Landlord  shall  also  apply to Agent  and to any  property
management company(ies) if other than Agent.

     32.19 Anti-Terrorism  Representation.  Tenant certifies that: (i) it is not
acting,  directly or indirectly,  for or on behalf of any person, group, entity,
or nation named by any Executive Order or the United States Treasury  Department
as a terrorist,  "Specially  Designated  National and Blocked  Person," or other
banned or blocked person,  entity,  nation,  or transaction  pursuant to ny law,
order,  rule, or regulation  that is enforced or  administered  by the Office of
Foreign Assets Control; and (ii) it is not engaged in this transaction, directly
or indirectly on behalf of, or instigating  or  facilitating  this  transaction,
directly or indirectly on behalf of, any such person,  group, entity, or nation.
Tenant hereby agrees to defend,  indemnify, and hold harmless Landlord and Agent
from and against any and all claims, damages,  losses, risks,  liabilities,  and
expenses  (including  attorney's  fees and costs) arising from or related to any
breach of the foregoing certification.

     IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed
this Lease as of the day and year first above written.

WITNESS OR ATTEST:                LANDLORD:
                                  BDC WICOMICO LLC
                                  By: Rock Creek Realty LLC, sole member
                                  By: Bernstein Development Corporation,
                                      managing member

                                  By: /s/ Robert S. Sandifer
                                  Print Name: Robert S. Sandifer
                                  Title: EVP


TENANT: SAVWATT USA, INC

By: /s/ Isaac H. Sutton
Print Name: Isaac H. Sutton
Title: President

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<PAGE>
                                                                       Exhibit A



                   (Map showing the Description of Premises)




                                       28
<PAGE>
                                                                       Exhibit B

                                BUILDING SERVICES

ACCESS:

Building will be accessible  twenty-four  (24) hours per day, seven (7) days per
week. One access key for the Building's  main entrance will be provided for each
employee of  Tenant's  who will be working at the  Premises on the  commencement
date.  All  additional  and  replacement  keys  will be  provided  to  Tenant at
Twenty-Five  Dollars  ($25.00  per key)  subject to change  from time to time by
Landlord).  If applicable,  access cards for the Parking Garage must be obtained
by Tenant directly from the Parking Garage operator.

HVAC SERVICES:

     For  the  Common  Area  of  the  Building  only,  base  building   heating,
ventilation  and air  conditioning  will be provided from 8:00 a.m. to 6:00 p.m.
Monday  through  Friday and 9:00 a.m.  to 1:00 p.m. on  Saturday.  No service is
provided on Sundays or Holidays

MANAGEMENT:

Management of the Building will be provided by Bernstein Management  Corporation
(or such other manager as selected by Landlord).

WINDOW CLEANING:

Windows (exterior and interior) of exterior walls will be washed semi-annually.

Building Services shall specifically exclude Tenant's Separate Services.

                                       29
<PAGE>
                                                                       Exhibit C

                            RULES AND REGULATIONS

1. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways,
corridors  or halls of the  Building  shall  not be  obstructed  or used for any
purpose other than ingress and egress.

2. No awnings or other  projection  shall be attached to the outside wall of the
Building  without the prior written  consent of Landlord.  No curtains,  blinds,
shades or screens shall be attached to or hung in, or used in  connection  with,
any  window  or door of any  premises  without  the  prior  written  consent  of
Landlord,  which  consent shall not be  unreasonably  withheld,  conditioned  or
delayed.  All  electrical  ceiling  fixtures hung in offices or spaces along the
perimeter of the Building must be fluorescent and/or of a quality,  type, design
and bulb color approved by Landlord,  which  approval shall not be  unreasonably
withheld, conditioned, or delayed.

3. The sashes, sash doors,  skylights,  windows, and doors that reflect or admit
light and air into the halls, passageways or other public places in the Building
shall not be covered or obstructed by any tenant, nor shall any bottle,  parcels
or other articles be placed on the window sills.

4. The bathrooms and plumbing  fixtures  shall not be used for any purpose other
than those for which they were constructed,  and no sweepings,  rubbish, rags or
other substances shall be thrown therein.  All damages resulting from any misuse
of the  bathrooms  and  fixtures  shall  be borne by the  tenant  who,  or whose
servants, employees, agents, or licensees shall have caused the same.

5. No tenant shall mark, paint, drill into, or in any way deface any part of the
premises or the Building,  except as reasonably approved by Landlord. No boring,
cutting or  stringing  of wires or laying of linoleum  or other floor  coverings
shall be permitted,  except with the prior written consent of the Landlord,  and
as Landlord may direct.

6. No bicycles, vehicles or animals (other than those animals assisting disabled
individuals) of any kind shall be brought into or kept in or about any premises,
and no cooking shall be done or permitted by any tenant in any premises,  except
cooking in microwave ovens and the  preparations  of coffee,  tea, hot chocolate
and similar items for tenants, their employees and visitors shall be permitted.

7. No premises shall be used for manufacturing or for the storage of merchandise
except as such  storage may be  incidental  to the use of such  premises for the
purposes  permitted by the Lease.  No tenant  shall,  without the prior  written
consent of Landlord, occupy or permit any portion of its premises to be occupied
or used for the  manufacture  or sale of  liquor,  narcotics,  or tobacco in any
form,  as a medical  office,  as a barber or manicure  shop, or as an employment
bureau. No tenant shall engage or pay any employees on its premises except those
actually  working for such tenant on its  premises  nor  advertise  for laborers
giving an address at its  premises.  No  premises  shall be used for  lodging or
sleeping  or for any immoral or illegal  purpose.  No tenant  shall  conduct any
"fire sales", "liquidation sales" or "going out of business sales".

8. No tenant shall make, or permit to be made, any unseemly or disturbing noises
or disturb or interfere with occupants of the Building or neighboring  Buildings
or  premises  or  those  having  business  with  them by the use of any  musical
instrument, radio, phonograph or unusual noise, or in any other way or otherwise
create any nuisance.  No tenant shall throw anything out of doors, windows, roof
skylights or down the passageways.

9. No  additional  locks or bolts of any kind  shall be  placed  upon any of the
doors or windows by any tenant,  nor shall any changes be made in existing locks
or the mechanisms  thereof  unless  Landlord is first  notified  thereof,  gives
written approval, which approval shall not be unreasonably withheld, conditioned
or  delayed,  and is  furnished  a key  therefor.  Each  tenant  must,  upon the
termination  of its tenancy,  give to Landlord all keys of stores,  offices,  or
toilets and toilet rooms,  either  furnished to, or otherwise  procured by. such
tenant, and in the event of the loss of any keys so furnished, such tenant shall
pay  Landlord  the cost of  replacing  the same or of changing the lock or locks
opened by such lost key if Landlord shall deem it necessary to make such change.

10. All  deliveries,  shipping,  loading  or  unloading  of any safes,  freight,
furniture,  food, beverages,  equipment,  merchandise,  supplies and other bulky
matter of any  description  must take place during the hours which  Landlord may
reasonably  determine  from  time to time and only upon  previous  notice to the
Landlord's  Agent and under its  supervision,  and the  persons  employed by any
tenant  for such  work  must be  reasonably  acceptable  to  Landlord.  Landlord
reserves the right to inspect all such articles to be brought by any tenant into
the Building and to exclude  from the Building any and all such  articles  which
violate any of these Rules and Regulations or such tenant's lease.

                                       30
<PAGE>
11. No tenant shall purchase janitorial,  maintenance or other services from any
company or persons not reasonably approved by Landlord.

12.  Landlord  shall have the right to prohibit  any  advertising  by any tenant
which in Landlord's  reasonable  opinion,  tends to impair the reputation of the
Building or its  desirability as an office Building and upon written notice from
Landlord any tenant shall refrain from and discontinue such advertising.

13. Landlord reserves the right to control access to the Building by all persons
after reasonable hours of generally recognized business days and at all hours on
Saturdays and Sundays and legal  holidays.  Each tenant shall be responsible for
all  persons  for whom he  requests  after  hours  access and shall be liable to
Landlord for all acts of such persons.

14. Any person employed by any tenant to do janitorial work shall,  while in the
Building  and  outside  of the  Premises,  abide by such  additional  rules  and
regulations as may be given orally or in writing by the property  manager of the
Building  at the  property  manager's  election  (but in no event shall any such
person be  subject to such  control  over the manner of its work as to become an
agent or servant of the property manager or the Landlord),  and the tenant shall
be responsible for all acts of such persons.

15. All doors opening onto public  corridors  shall be kept closed,  except when
being used for ingress and egress.

16. The requirements of tenants will be attended to only upon application to the
office of the property manager for the Building.

17. Canvassing, soliciting and peddling in the Building are prohibited.

18. No air  conditioning  unit or other similar  apparatus shall be installed or
used by any tenant without the prior written consent of Landlord. Portable space
heaters and other similar apparatus are prohibited.

19.  There  shall  not be used  in any  space,  or in the  public  halls  of the
Building,  either by any tenant or others, any hand trucks except those equipped
with rubber tires and side guards.

20. No vending or coin  operated  machines  shall be placed by any tenant within
its premises without the prior written consent of Landlord,  which consent shall
not be unreasonably withheld, conditioned or delayed.

21. No flammable, combustible or explosive fluids, chemicals or substances shall
be brought into or stored in the Building.

22. The Rules and  Regulations are in addition to, and shall not be construed to
in any way  modify  or  amend,  in  whole  or in  part,  the  terms,  covenants,
agreements or conditions of any Lease of the premises in the Building.  Landlord
may  promulgate  from time to time a schedule of fines for  violations of any of
the Rules  and  Regulations.  A  violation  by tenant of any of these  Rules and
Regulations,  as the same may be amended from time to time,  shall  constitute a
Default under such Tenant's Lease if such violation  continues after notice from
Landlord.

                                       31
<PAGE>
                                                                       Exhibit D

                               Prohibited Uses

1. Any prohibited  use which  Landlord has advised  Tenant is a prohibited  use;
provided, however, that the same shall not be deemed to prohibit a use expressly
and specifically permitted by the Lease.

2. Uses for (i) residential purposes,  (ii) a private or commercial golf course,
(iii) a country club, (iv) a massage parlor,  hot tub or suntan facility,  (v) a
race  track or other  facility  used for  gambling,  (vi) a store the  principal
business  of  which is the  sale of  alcoholic  beverages  for  consumption  off
premises.


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