SECOND AMENDMENT TO LEASE


                  THIS SECOND AMENDMENT TO LEASE is made as of the 1st day of
January, 1998 (the "Effective Date"), by NINE PARK CENTER COURT, LLC, a Maryland
limited liability company (hereinafter referred to as "Landlord") and
MIGLIARA/KAPLAN ASSOCIATES, INC., a Delaware corporation ("Tenant").

                              EXPLANATORY STATEMENT

         A. The Landlord, misidentified as "HSE II LLC," and Tenant,
misidentified variously as "MK Corporation" and as "Migliara/Kaplan Associates,"
are parties to a Lease Agreement dated as of December 3, 1996, as amended by
First Amendment to Lease dated October 10, 1997 (collectively, the "Lease"), for
the rental to Tenant of a portion of the Crossroads Professional Center, now
consisting of 38,000 square feet of gross rentable office space (the
"Premises").

         B. Landlord and Tenant desire that the Tenant's name be correctly
identified, and that certain terms of the Lease be amended as hereinafter set
forth.


                                    AGREEMENT

                  NOW, THEREFORE, in consideration of the premises and of the
payment of the rent and of other considerations moving between the parties, the
parties hereto agree as follows:

                  1. AMENDMENT OF LEASE TERMS. Effective as of the Effective
Date, the following amendments to the Lease shall apply:

                           1.1 RENT. Section 2 of the First Amendment of Lease
is deleted in its entirety. Subparagraphs 4(a) and (b) of the Lease are hereby
deleted and the following are substituted in their place.

                                    "(a) Tenant covenants and agrees to pay
         Landlord, at Landlord's office or such other place as designated by
         Landlord, without any prior demand and without any deduction or setoff
         whatsoever, as annual rent ("Basic Rent") for the first two lease years
         of the term as follows:

                                    (i) For the first lease year, at the rate of
         $17.00 per square foot for 27,000 gross rentable square feet, subject
         to field measure ment, equaling the amount of Four Hundred Fifty-Nine
         Thousand Dollars ($459,000.00) payable in advance on or before the
         first day of each month during the first lease year of the term, in
         equal monthly installments of Thirty- Eight Thousand Two Hundred Fifty
         Dollars ($38,250.00) each;

<PAGE>

                                                                               2

                                    (ii) For the second year, Basic Rent at the
         rate of $17.50 per square foot, equaling, subject to field measurement
         of the Premises (38,000 gross rentable square feet), the amount of Six
         Hundred Sixty-Five Thousand Dollars ($665,000.00), payable in advance
         on or before the first day of each month of the second lease year, in
         equal monthly installments of Fifty- Five Thousand Four Hundred Sixteen
         Dollars Sixty-Seven Cents ($55,416.67) each.

                  In the event Landlord commences proceedings for non-payment of
rent, Tenant will not interpose any counterclaim of whatever nature or
description in any such proceeding except as such may be required by law to be
interposed or forever lost. This shall not, however, be construed in any way as
a waiver of Tenant's right to assert such claims in any separate action or
actions brought by Tenant.

                                    (b) Beginning with the third lease year and
         for each lease year thereafter, the Basic Rent shall be increased by
         Three Percent (3%) over the prior year's Basic Rent. Corresponding
         adjustments shall be made to the monthly installments due and payable."

                  2. POSSESSION AND IMPROVEMENTS.  Section 3 of the First
Amendment of Lease is deleted in its entirety and Section 7 of the Lease is
amended as follows:

                           "2.1 On or before the Delivery Date, Landlord shall,
at its cost and expense, construct those improvements within the Premises for
Tenant's use and occupancy as shown and described on plans and specifications
attached to or referenced in Exhibit A to this Second Amendment to Lease (the
"Final Plans and Specifications"). Upon taking possession and occupying the
Premises, Tenant shall thereby be deemed to have accepted the same, with the
exception of those items contained in an agreed-upon punch-list and to have
acknowledged that the Premises are in the condition called for hereunder and
under the Final Plans and Specifications. Under no circumstances shall Landlord
be liable to Tenant for damages for any delay in commencing or completing
construction of the Premises or for a failure to complete or deliver the same.
Landlord shall have a reasonable time to correct all punch-list items.

                           2.2 So long as the Lease is in full force and effect
and no uncured event or default exists under the Lease, Landlord shall afford
Tenant an allowance in an amount not to exceed $100,000.00 (the "Allowance")
toward the cost of constructing renovations or additional leasehold improvements
to the Premises over and above the work shown on, described in or contemplated
by the Final Plans and Specifications, in accordance with and as finally shown
and described on additional plans and specifications to be prepared or approved
by Landlord ("Additional Leasehold Improvements"). The Allowance shall be
committed for use with respect to the Premises until one year after the Delivery
Date; if all or any of the Allowance

<PAGE>

                                                                               3

shall not have been expended for the payment for completed work by such date
then, unless Landlord shall otherwise agree, Landlord's allocation of the
unexpected portion of such Allowance shall lapse and terminate. If the actual
cost of constructing the Additional Leasehold Improvements exceeds the
Allowance, Tenant to pay such excess, before the commencement of work."

                  3. LEASE OTHERWISE TO REMAIN IN FULL FORCE AND EFFECT. Except
as otherwise specifically set forth in this Agreement, each of the other terms,
covenants and conditions set forth in the Lease shall be and remain in full
force and effect.

                  IN WITNESS WHEREOF, the parties hereto have executed this
SECOND AMENDMENT TO LEASE as of the date and year first above written.


WITNESS:                          LANDLORD:
                                  NINE PARK CENTER COURT, LLC, a
                                  Maryland limited liability company
                                  By:   HSE II ASSOCIATES LLC
                                        Managing Member


                                  By: /s/ J. Michael Abrams              (SEAL)
                                  ----------------------------------
                                  J. Michael Abrams, Manager


WITNESS OR ATTEST:                TENANT:
                                  MIGLIARA/KAPLAN ASSOCIATES, INC.,
                                  a Delaware corporation

                                  By: /s/ Joseph Migliaria               (SEAL)
                                  ------------------------
                                  Joseph Migliaria, President

<PAGE>

                            FIRST AMENDMENT OF LEASE


                  THIS FIRST AMENDMENT OF LEASE is made this 10th day of
October, 1997, by and between HSE II LLC, a Maryland limited liability company
("Landlord"), and Migliara/Kaplan Associates, a Delaware Corporation, having an
address at 4 Park Center Court, Owings Mills, Maryland 21117 ("Tenant").

                                    RECITALS

                  By Lease dated December 3, 1996, the Landlord leased to Tenant
a portion of the Building containing approximately Sixteen Thousand Nine Hundred
Eight-Three (16,983) square feet of gross rentable office space.

                  The parties desire to expand the premises to Thirty-Eight
Thousand (38,000) square feet of gross rentable office space, and to adjust the
rent ant the Allowance provided for under the Lease.

                                   AGREEMENTS

                  NOW, THEREFORE, in consideration of the matters hereinabove
recited, and other good and valuable considerations, the receipt of which is
hereby acknowledged, the parties agree as follows:

         I.       Paragraph 1 of the Lease is hereby deleted and the following
is substituted in its place:

                  1. PREMISES. The portion of the Building being leased to
Tenant contains approximately Thirty-Eight Thousand (38,000) square feet of
gross rentable office space of the Building as graphically shown on Exhibit A
(the "Premises"), which includes a 12% common area factor.

                  2. Subparagraphs 4(a) are hereby deleted and the following are
substituted in their place.

                           (a) Tenant covenants and agrees to pay Landlord, at
         Landlord's office or such other place designated by Landlord, without
         any prior demand and without any deduction or setoff whatsoever, as
         annual rent ("Basic Rent") for the first two lease years of the Term,
         as follows:

                                    (i) For the first lease year, at the rate of
                  $16.50 per square foot for 27,000 gross rentable square feet,
                  subject to field measurement, equaling the amount of Four
                  Hundred Forty-five Thousand Five Hundred Dollars ($445,500.00)
                  payable in advance, on or before the first day of each month
                  during the first lease year of the term, in equal monthly
                  installments of Thirty-Seven Thousand One Hundred Twenty-Five
                  Dollars ($37,125.00) each;

<PAGE>

                                                                               2

                                    (ii) For the second lease year, Basic Rent
                  at the rate of $17.00 per square foot, equalling, subject to
                  field measurement of the Premises (38,000 gross rentable
                  square feet), the amount of Six Hundred Forty-Five Thousand
                  Eight Hundred Ten Dollars ($645,810.00), payable in advance,
                  on or before the first day of each month of the second lease
                  year, in equal monthly installments of Fifty- Three Thousand
                  Eight Hundred Seventeen Dollars and Fifty Cents ($53,817.50)
                  each;

                           In the event Landlord commences proceedings for
         nonpayment of rent, Tenant will not interpose any counterclaim of
         whatsoever nature or description in any such proceeding except as such
         may be required by law to be interposed or forever lost. This shall
         not, however, be construed in any way as a waiver of Tenant's right to
         assert such claims in any separate action or actions brought by Tenant.

                           (b) Beginning with the third lease year and for each
         lease year thereafter, the Basic Rent payable shall be increased by
         Three Percent (3%) over the prior year's Basic Rent.

                  3. Paragraph 7 of the Lease is amended by changing the
Allowance from Three Hundred Seventy-Nine Thousand Eighty-Four Dollars
($379,084.00) to Eight Hundred Forty-Eight Thousand Two Hundred Fourteen Dollars
($848,214.00).

                  4. The Landlord and Tenant hereby ratify and confirm all of
the terms, covenants and conditions of the Lease, as modified by this First
Amendment.

                  IN WITNESS WHEREOF, the parties have executed this First
Amendment of Lease, under seal, on the day first above written.


WITNESS/ATTEST:                   HSE II LLC, a Maryland limited liability
                                  company

                                  By: /s/ J. Michael Abrams              (SEAL)
                                  ----------------------------------
--------------                    J. Michael Abrams, Manager

                                  LANDLORD


[SIGNATURES CONTINUED]
                                  MIGLIARA/KAPLAN ASSOCIATES, INC.,
                                  a Delaware corporation

                                  By: /s/ Joseph Migliaria               (SEAL)
                                  ------------------------
                                  Joseph Migliaria, President

                                  TENANT




<PAGE>

                              STANDARD OFFICE LEASE


                  THIS LEASE (the "Lease") made as of this 3rd day of December,
1996, by and between HSE II LLC, a Maryland limited liability company
("Landlord"), and Migliara/Kaplan Associates, Inc. a Delaware Corporation,
having an address at 4 Park Center Court, Owings Mills, Maryland 21117
("Tenant").

                  In consideration of the agreements and covenants hereinafter
set forth, Landlord hereby leases unto Tenant, and Tenant hereby leases from
Landlord the hereinafter described Premises located at 9 Park Center Court,
Owings Mills, Maryland 21117 in Crossroads Professional Center (the "Building"),
located in Baltimore County, Maryland (the "Land") (the Land and Building,
collectively, the "Property"), upon the following terms and conditions:

                  1.       PREMISES.

                  The portion of the Building being leased to Tenant contains
approximately Sixteen Thousand Nine Hundred Eighty-Three (16,983) square feet of
gross rentable office space of the Building as graphically shown on Exhibit A
(the "Premises"), which includes a 12% common area factor.

                  2.       TERM.

                           (a) This Lease is for a term of fifteen (15) years
(the "Term") commencing on that date Landlord delivers to Tenant a use and
occupancy certificate issued for the Premises by Baltimore County, Maryland.
This date shall be called the "Commencement Date." Landlord and Tenant agree to
execute a confirmatory agreement, provided by Landlord, verifying the actual
Commencement Date and the gross square footage of the Premises, in the form as
set forth in Exhibit B.

                           (b) The term "lease year" is hereby defined as the
twelve (12) month period beginning on the Commencement Date (unless the
Commencement Date is on other than the first day of a month, then in that case
the lease year shall begin on the first day of the month immediately following
the Commencement Date) and each successive twelve (12) month period thereafter
during the Term.

                  3.       COMMON AREAS AND PARKING.

                           (a) During the Term, Tenant shall have a
non-exclusive license to use in common with others the driveways, footways,
sidewalks, parking areas, and exterior common areas adjacent to the building
(collectively the "Common Areas"), subject, however, to the rules and
regulations set forth on Exhibit C (the "Rules and Regulations") attached hereto
and made part hereof, and subject to such

<PAGE>
                                                                               2

other rules and regulations for the use thereof as may be issued from time to
time by Landlord.

                           (b) Landlord shall at all times have full and
exclusive control, management, and direction of the Common Areas. Specifically,
Landlord shall have the right to police the Common Areas; to assign specific
parking areas for tenants and for visitors; to close temporarily all or any
portion of the parking areas as may be required for proper maintenance and/or
repair; to implement such control and security procedures for the regulation of
parking by tenants of the Buildings Landlord shall deem reasonably advisable;
and to do and perform such other acts in and to the Common Areas, including
further development of the Common Areas, as Landlord, in its sole reasonable
business judgment, provided such acts do not interfere in any material respect
with access to or visibility of the premises, the conduct of Tenant's business
or the availability of parking for Tenant's business, shall determine to be
reasonably advisable. It is understood and agreed by Tenant the Landlord shall
have no obligation to employ any security or parking personnel or device for
either the Land or the Premises or to furnish any type of system to control the
use of parking spaces by Tenant, its customers and invites, or any third party.

                  4.       RENT.

                           (a) Tenant covenants and agrees to pay Landlord, at
Landlord's office or such other place designated by landlord, without any prior
demand and without any deduction or set-off whatsoever, as annual rent for each
year of the Term (as increased pursuant to Paragraph 4(b), the "Basic Rent") at
the rate of $16.50 per square foot, equaling, subject to field measurement of
the Premises, the amount of Two Hundred Eighty Thousand Two Hundred Nineteen
Dollars and Fifty Cents ($280,219.50) per annum, payable in advance, on or
before the first day of each month during the Term, in equal monthly
installments of Twenty-Three Thousand Three Hundred Fifty-One Dollars and
Sixty-Two Cents ($23,351.62) each. In the event Landlord commences proceedings
for non-payment of rent, Tenant will not interpose any counterclaim of
whatsoever nature or description in any such proceeding except as such may be
required by law to be interposed or forever lost. This shall not, however, be
construed in any way as a waiver of Tenant's right to assert such claims in any
separate action or actions brought by Tenant.

                           (b) Beginning with the second lease year and for each
lease year thereafter, the Basic Rent payable shall be increased by three
percent (3%) over the prior year's Basic Rent.

                           (c) Tenant covenants and agrees to pay Landlord
during the Term Tenant's Proportionate Share, as hereinafter defined, of the
increase in all real estate taxes (the "Taxes") assessed against the entire
property of which the Premises, the Building, and the Land are a part above the
Taxes for the fiscal year coinciding with the Commencement Date (the "Base Tax
Year"). Tenant's "Proportionate

<PAGE>

                                                                               3

Share" shall be the proportion that the gross floor area of the Premises bears
to the total gross floor area of all leasable floor area in the Building as of
the first day of the calendar year during which such costs are incurred.

                                    (i) It is understood that any such real
         estate taxes shall include increases in assessment and tax rate, water
         rents, rates and charges, sewer rents and other governmental charges of
         every kind and nature whatsoever.

                                    (ii) Upon the receipt of a bill for any such
         taxes or charges, Landlord shall furnish Tenant a statement showing the
         Taxes due and computing Tenant's Proportionate Share of the increase in
         the Taxes above the Base Tax Year. Subject to Tenant's right to contest
         provided in this Paragraph 4(c)(ii), Tenant shall pay its Proportionate
         Share of the increase in the Taxes above the Base Tax Year within
         thirty (30) days after receipt of such statement from Landlord. Tenant,
         at its sole cost and expense, shall have the right separately to
         contest the amount and/or validity of all such Taxes, but Landlord
         shall join any such proceeding brought by Tenant if reasonably required
         by Tenant to contest any such Taxes, at no cost to Landlord. However,
         if required by the applicable governmental agency prior to resolution
         of any dispute, Tenant's Proportionate Share of the increase in the
         Taxes above the Base Tax Year shall be paid by Tenant.

                           (d) Tenant covenants and agrees to pay Landlord, as
additional rent for the Premises, Tenant's Proportionate Share of the increase
of all of the Landlord's Building Operating Costs (as hereinafter defined) above
the Landlord's Building Operating Costs for the calendar year in which the Lease
commences (the "Base Year").

                                    (i) The term "Landlord's Building Operating
         Costs" as used herein shall include the following costs, by way of
         illustration, but not limitation: Landlord's Common Areas maintenance
         costs, water and sewer charges, repairs, replacements, costs of capital
         improvements (amortized over the useful life thereof), insurance
         premiums, license, permit and inspection fees, heat, power (including
         electricity and gas), steam, janitorial service, labor, air
         conditioning, supplies, salaries, materials, tools, cleaning and
         equipment, administrative and management fees.

                                    (ii) A Statement of Landlord's Building
         Operating Costs shall be prepared annually by the Landlord. In the
         event that the total of the monthly installments paid by Tenant during
         the calendar year is less than Tenant's actual Proportionate Share of
         the increase in the Building Operating Costs above the Base Year for
         such calendar year, Tenant shall pay the balance due and owing to
         Landlord within thirty (30) days after such statement is given to
         Tenant. In the event that the total of the monthly installments paid

<PAGE>

                                                                               4

         by Tenant during the calendar year exceeds Tenant's Proportionate Share
         of the increase in the Building Operating Costs above the Base Year for
         such calendar year, Landlord shall apply such excess to Tenant's next
         accruing monthly installments of its Proportionate Share of the
         Building Operating Costs.

                                    (iii) Tenant's Proportionate Share of the
         increase in the Operating costs for each calendar year, or partial
         calendar year if applicable, during the Term shall be reasonably
         estimated by Landlord at the beginning of each such calendar year (or
         at the Commencement Date for the first calendar year or portion
         thereof) and shall be paid by Tenant in equal monthly installments on
         the first (1st) day of each month, in advance. Landlord reserves the
         right to reasonably revise its estimate of the Operating Costs during
         any calendar year and, upon written notice to Tenant, Tenant's monthly
         payment of the increase in the Operating Costs above the Base Year
         shall be adjusted to reflect Landlord's revised estimate.

                           (e) In the event this Lease shall terminate on any
date other than the last day of a calendar year, the amount of additional rent
payable by Tenant during the calendar year in which this Lease terminates shall
be prorated in the same proportion as the number of days from the commencement
of said calendar year to and including the date on which this Lease terminates,
bears to 360.

                           (f) Upon the nonpayment for ten (10) days after the
date due of any monthly or other installment of Basic Rent, additional rent, or
any other monetary sum due Landlord on its due date, to compensate Landlord for
its loss of earnings on any such funds unpaid, any payment of Basic Rent,
additional rent, or any other sum due Landlord, if not paid which ten (10) days
after written notice from Landlord, shall bear interest at the rate of twelve
percent (12%) per annum, from the date due until the date paid. Such interest
shall be due hereunder as additional rent and paid within the next monthly
installment of Basic Rent.

                  5.       SECURITY DEPOSIT AND ADVANCE DEPOSIT OF RENT.

Intentionally deleted.

                  6.       USE OF PREMISES.

                  Tenant shall use the Premises solely as an office and will not
use or permit or suffer the use of the Premises for any other purpose.

                  7.       POSSESSION AND IMPROVEMENTS.

                  Landlord shall prepare the Building at Landlord's sole expense
in the condition as described on Exhibit D attached hereto and incorporated
herein by

<PAGE>

                                                                               5

reference. On the Commencement Date or December 31, 1998, whichever occurs
earlier (the "Delivery Date"), Landlord shall deliver the Premises improved in a
condition to be mutually agreed to In writing by Landlord and Tenant, to be
performed by Landlord at Landlord's expense not to exceed the sum of Three
Hundred Seventy-Nine Thousand Eighty-Four Dollars ($379,084.00) (the
"Allowance"), with all costs over the Allowance payable by Tenant upon demand by
Landlord substantially completed, subject, however, to delays caused by
shortages of materials, delays in obtaining governmental permits, inspections,
and any cause not within the reasonable control of Landlord, and force majeure,
Tenant's sole remedy for Landlord's failure to deliver the Premises on the
Delivery Date, as extended, shall be to cancel this Lease.

                  8.       ASSIGNMENT AND SUBLETTING.

                  Tenant shall not assign or encumber the Lease or Tenant's
interest hereunder, in whole or in part, nor sublet the Premises or any part
thereof, or permit the occupancy thereof, without the prior written consent of
Landlord, which consent shall not be unreasonably withheld. In the case of any
subletting pursuant to which Tenant receives any rent or other payments in
excess of the Basic Rent hereunder, or in the case of any subletting or
assignment in consideration for which Tenant receives any payment or other
consideration, all such excess rent, other payments and/or consideration,
one-half (1/2) of the amount thereof shall be promptly paid to Landlord, it
being the intention of the parties that Tenant and Landlord will share equally
any profit from any assignment or subletting. Consent by Landlord to any
assignment or subletting shall not in any manner relieve Tenant of its
responsibility and obligations under the Lease, or constitute a waiver of the
necessity for such consent to any subsequent assignment or subletting.

                  9.       LANDLORD'S AND TENANT'S RESPONSIBILITIES FOR
                           REPAIR AND MAINTENANCE.

                           (a) Subject to reimbursement under Paragraph 4(d)
hereof of Tenant's Proportionate Share, Landlord shall be responsible for
repairs to the roof, the structural portions of the Building, and the Common
Areas of the Building. All work shall be performed in a good and workmanlike
fashion and the Building and Premises shall be kept free and clear from liens.

                           (b) Except as specifically provided above in this
Paragraph 9, Tenant agrees to keep the Premises and all furniture, fixtures and
equipment thereon furnished by Tenant in good order and repair during the Term
of this Lease at its own expense, together with all electrical, plumbing (up to
the main line), heating, air conditioning, doors, locks, and door frames, plate
glasses, unless caused by the negligence of Landlord, and all other glass in
windows, doors, and elsewhere, and other installments therein, in good order and
repair, to replace any such items with materials of like kind and quality, and
to surrender the Premises at

<PAGE>

                                                                               6

the expiration of the Term, or at such other time as it may vacate the Premises,
in as good condition as that on the Commencement Date, except for ordinary wear
and tear and damage by fire or other hazard.

                           (c) Tenant shall repair promptly at its own expense
any damage (except if caused by fire or other casualty) to the Premises and,
upon demand, shall reimburse Landlord for the cost of the repair of any damage
elsewhere in the Building, caused by bringing into the Premises any property for
Tenant's use, or by the installation or removal of such property, regardless of
fault or by whom such damage shall be caused, unless caused by Landlord, its
agents, employees or contractors; and in default of such repairs by Tenant,
Landlord may make the same and Tenant shall pay the cost thereof to Landlord
promptly upon demand, as additional rent.

                           (d) Where Landlord is required to perform
construction, remodeling, repairs, services, maintenance, or other matters
pursuant to this Lease, Landlord shall perform them as an independent contractor
and shall not be considered an agent of the Tenant, nor shall any of Landlord's
contractors, subcontractors, servants, employees or clients be considered
subagents of the Tenant. Where Tenant is required to perform construction,
remodeling, repairs, services, maintenance, or other matters pursuant to this
Lease, Tenant shall perform them as an independent contractor and shall not be
considered an agent of the Landlord, nor shall any of Tenant's contractors,
subcontractors, servants, agents, employees or clients be considered subagents
of the Landlord.

                           (e) Tenant, at its sole cost and expense, shall
provide janitorial services to maintain the Premises in a neat, clean and
sanitary condition.

                  10.      ALTERATIONS.

                           (a) Tenant will not make or permit anyone to make any
alterations, additions or improvements, structural or otherwise, in or to the
Premises or the Building without the prior written consent of Landlord, which
consent, in the case of any alterations, additions or improvements not involving
structural elements or the exterior of the Building or Premises, shall not be
unreasonably withheld, delayed or conditioned. Any such alterations, additions
or improvements, structural or otherwise, must conform to all governmental
regulations, as well as those established by the appropriate underwriter's
associations.

                           (b) As a condition precedent to such written consent
of Landlord (but not the sole condition precedent to such consent), Tenant shall
obtain and deliver to Landlord written and unconditional waivers of mechanics'
liens upon the Land and the Building, for all work, labor and services to be
performed, and materials to be furnished in connection with such work, signed by
all contractors, subcontractors, materialmen and laborers to become involved in
such work. Tenant

<PAGE>

                                                                               7

shall not permit any mechanic's or materialman's lien to be established against
the Land or the Building, the Premises, or any portion thereof, or against
Tenant's leasehold interest in the Premises, in connection with or arising out
of any work done on the Premises. In the event that any notice is received by
Landlord with respect to any claim or any intent to file a mechanic's lien
against the Land or the Building, the Premises, or against the Tenant's
leasehold interest in the Premises, in connection with or arising out of any
work done on the Premises, or for materials claimed to have been furnished to
Tenant, such mechanic's lien shall be discharged by Tenant within ten (10) days
after receipt of the notice of intent to claim a lien at Tenant's sole cost and
expense by the payment thereof or by filing any bond required by law. If Tenant
shall fail to discharge any such mechanic's lien, Landlord may, at its option,
discharge the same and treat any and all cost thereof as additional rent payable
with the monthly installment of Basic Rent next becoming due. It is hereby
expressly covenanted and agreed that such discharge by Landlord shall not be
deemed to waive, or release, the default of Tenant in not discharging any such
lien. Tenant shall defend, indemnify, and hold Landlord safe and harmless from
and against any such alterations, additions or improvements, or in connection
with any petition for, establishment of, or threat of establishment of any such
lien, including, without limitation, reasonable attorneys' fees.

                           (c) Tenant agrees that any improvements and/or
alterations made by it which are attached to the Premises so that removal of
such improvements and/or alterations may, in Landlord's sole reasonable
discretion, damage the Premises, shall become the property of Landlord and
remain upon the Premises at the expiration or termination of the Term, provided
that, upon notice to Tenant, Landlord may require Tenant, upon the expiration or
termination of the Lease, to remove any or all of such improvements and/or to
restore the Premises to their condition as of the Commencement Date, excluding
ordinary wear and tear. All property permitted or required to be removed by
Tenant shall be deemed abandoned if not removed within ten (10) days after
notice is given to Tenant and Landlord may either retain it as Landlord's
property or may remove it at Tenant's expense.

                  11.      ROOF AND WALLS; CHANGES AND ADDITIONS TO THE
                           LAND.

                           (a) Landlord shall have the exclusive right to use
all or any part of the roof of the Premises or the Building for any purpose; to
erect additional stories or other structures over all or any part of the
Premises or the Building provided such action does not adversely impact Tenant's
use of the Premises or the Common Area, including the parking area for an
unreasonable period in any material respect; to erect in connection with the
construction thereof temporary scaffolds and other aids to construction on the
exterior of the Premises or the Building, provided that access to the Premises
shall not be unreasonably impaired or denied in any material respect; and to
install, maintain, use, repair and replace within the Premises

<PAGE>

                                                                               8
pipes, ducts, conduits, wires and all other mechanical equipment serving other
parts of the Building.

                           (b) Provided such action shall not impact on Tenant's
use of the Premises or in the Common Areas, including the parking area in any
material respect for an unreasonable period, Landlord reserves the right at any
time and from time to time to (i) make or permit changes or revisions in the
plan for the Land, including additions to, subtractions from, rearrangements of,
alterations, modifications of, or supplements to, the Land, walkways, driveways,
parking areas, or other Common Areas, (ii) construct other building or
improvements on the Land and make alterations or additions thereto and build
additional stories on any such building(s) and build adjoining same, and (iii)
to install, maintain, use, repair, and replace within the Premises pipes, ducts,
conduits, wires, and allocations within the Premises as will not unreasonably
deny Tenant's use thereof. Landlord may make any use it desires of the exterior
walls of the Premises, provided such action does not adversely impact Tenant's
use of the Premises in any material respect for an unreasonable period.

                  12.      INSURANCE AND INDEMNIFICATION.

                           (a) Tenant agrees to defend, indemnify, and hold
Landlord safe and harmless from all claims for personal injury, death, or
property damage by any one or any cause on, in, upon or about the Premises not
caused by the gross negligence or willful misconduct of Landlord, its agents,
contractors or employees, including all costs, reasonable attorneys' fees and
other expenses incurred in the defense of any such claim, and to provide and
keep in force throughout the Term, in a reputable company or companies licensed
to do business in the State of Maryland and in form satisfactory to Landlord,
public liability insurance coverage with limits of not less than One Million
Dollars ($1,000,000.000) per injury, per occurrence, and Three Million Dollars
($3,000,000.00) per occurrence in the aggregate, and Two Hundred and Fifty
Thousand Dollars ($250,000.00) for damage to property. Tenant's insurance policy
or policies shall name Landlord and Tenant as insureds as their interests may
appear and over them from and against claims for personal injuries, death or
property damage occurring in, upon or about the Premises.

                           (b) Tenant agrees to obtain and keep in force
throughout the Term, at its own expense, in a reputable company or companies
licensed to do business in the State of Maryland, an insurance policy or
policies providing protection against any peril included within the
classification of "Fire and Extended Coverage," covering its leasehold estate in
the Premises and all trade fixtures, merchandise and other property in, on or
about the Premises, and all improvements and alterations made by or on behalf of
Tenant, for their full insurable value or replacement cost. Such policy or
policies of insurance shall be in form reasonably satisfactory to Landlord,
shall name Landlord as an additional insured and shall contain a provision by
which the insurer waives any right or subrogation against Landlord arising out
of any loss covered by such insurance. Landlord shall not be liable to Tenant
for any

<PAGE>

                                                                               9

loss or damage to such improvements or Tenant's property or estate caused by
fire or any other risk that is (i) covered by such insurance or (ii) included in
the coverage of the standard fire and extended coverage insurance available in
Maryland for insuring such improvements, property and estate at the time of such
loss or damage. Further, Landlord shall not be liable to Tenant for any damage
to Tenant's property or estate caused by the negligence or intentional acts of
any other tenants in the Building or caused by any reason whatsoever, except if
caused by the gross negligence or wilful misconduct of Landlord, its agents,
contractors or employees. It is the intent of the foregoing, and Landlord and
Tenant covenant and agree, that Tenant shall protect itself against injury, loss
or damage to its property and estate arising from any cause whatsoever, other
than that caused solely by the negligence of Landlord or its agents, through
procurement of available insurance coverage, without subjecting Landlord to
liability to Tenant for any injury, loss or damage, and further, without
subjecting Landlord to subrogation claims of any insurer.

                           (c) Tenant shall not do or permit to be done, nor
keep or permit to be kept, anything in, upon or about the Premises which will
contravene the policies of insurance against loss or damage by fire or other
hazards, including, but not limited to, public liability, or which will prevent
procuring such policies in companies acceptable to Landlord. If anything done,
omitted to be done, or permitted to be done by Tenant, or kept, or permitted by
Tenant to be kept, in, upon or about the Premises shall cause the rate of fire
or other insurance on the Premises, the Building or on other property of
Landlord in the Building, in companies acceptable to Landlord, to be increased
beyond the minimum rate from time to time applicable to the Premises or the
Building, Tenant shall pay the amount of such increase promptly upon Landlord's
demand.

                           (d) All insurance policies to be maintained by Tenant
under this Paragraph 12 shall provide that they may not be cancelled or
materially modified without thirty (30) days' prior written notice to Landlord
and any known mortgage of the Premises or the Building, provided Tenant has been
provided with the name and address of Landlord's mortgagee.

                           (e) Tenant shall, prior to the entry by Tenant on the
Premises, and annually thereafter, without request by Landlord, furnish Landlord
with a certificate on ACORD Form 27 showing that its required insurance is in
full force and effect, and a copy of all such insurance policies.

                           (f) Landlord covenants to carry insurance for
replacement costs.

                           (g) All insurance policies with respect to the
Building and the Premises shall include a waiver by the insurer of all right of
subrogation against Landlord or Tenant, their officers, directors, employees,
agents and invitees in connection with any loss or damage thereby insured
against, to the extent of such

<PAGE>

                                                                              10

insurance. Neither party, nor its partners, officers, directors, employees,
agents or invitees shall be liable to the other for loss or damage caused by any
risk covered by such insurance, provided such policies shall be obtainable, even
though such loss or damage might have been occasioned by the negligence of such
party, its officers, directors, employees, agents or invitees; provided,
however, that if, by reason of the foregoing waiver, either party shall be
unable to obtain any such insurance, such waiver shall be deemed not to have
been made by such party and, provided further that if either party shall be
unable to obtain any such insurance without the payment of an additional premium
therefor, then, unless the party claiming the benefit of such waiver shall agree
to pay such party for the cost of such additional premium within thirty (30)
days after notice setting forth such requirement and the amount of the
additional premium, such waiver shall be of no force and effect between such
party and such claiming party.

                  13.      UTILITIES.

                           (a) The parties acknowledge that the Premises are
separately metered for water, fuel and electricity. Tenant shall pay promptly
when due all charges for water, fuel and electricity consumed on the Premises,
as well as any other charges incurred by Tenant in its use of the Premises, as
well as any other charges incurred by Tenant in its use of the Premises. In
addition, Tenant shall be responsible and pay when due all taxes of any kind
assessed against any leasehold interest or personal property of any kind, owned
by or placed in, upon or about the Premises by Tenant. In default of payment,
Landlord may, but is in no manner required to, make any such payment, and Tenant
agrees to pay Landlord for same promptly upon demand. Any such payment shall be
deemed collectible by Landlord as additional rent.

                           (b) Landlord shall not be liable in any way for any
damage or inconvenience caused by the cessation or interruption of heating, air
conditioning, electricity, or elevator service occasioned by fire, accident,
strikes, maintenance, alterations or repairs deemed necessary by Landlord, or
any other causes beyond Landlord's control, provided, however, if said cessation
or interruption shall continue for a continuous period of ninety (90) days or
more and shall adversely impact on Tenant's use of the Premises or Common Areas
in any material respect, at Tenant's option this Lease shall terminate and
neither Landlord nor Tenant shall have any further rights or obligations
hereunder, except as to those which accrued prior to such termination.

                           (c) Employees of Landlord shall not be responsible
for receiving any packages or other articles delivered to the Building for
Tenant. In the event that any employee or the Landlord does receive any such
packages or articles, such employee shall be deemed to be acting as the agent of
Tenant and not as the agent of Landlord, and Tenant shall be solely responsible
for the receipt of such

<PAGE>
                                                                              11

packages or articles, unless caused by the gross negligence or wilful misconduct
of said employee.

                  14.      SIGNS.

                  It is agreed that Tenant will not place or suffer to be placed
or to maintain on or visible from the exterior of the Premises any sign, awning,
advertising matter or other thing of any kind, nor to place or maintain any
decoration, lettering or advertising matter on the glass of any window or door
of the Premises, without first obtaining Landlord's written approval thereof,
which consent shall not be unreasonably withheld, delayed or conditioned. All
signs as may be approved by Landlord shall be maintained in good condition and
repair and in accordance with all applicable laws and regulations at all times.

                  15.      DEFAULT AND REMEDIES.

                           (a) Tenant covenants and agrees to pay the Basic
Rent, together with all other sums of money which under the provisions hereof
may be considered as additional rent, at the times and in the manner hereinabove
set forth, and to pay other sums that may be due Landlord under this Lease
promptly upon their becoming due.

                           (b) Subject to the notice and cure period set forth
in Section 15(c) below, if the Basic Rent or additional rent agreed to be paid,
including all other sums of money which under the provisions hereof may be
considered as additional rent, or other sums due to Landlord shall not be paid
when due, Landlord may exercise any and all available remedies to the full
extent allowed by law. If said rent, including all such other sums, shall not be
paid when due, Landlord may at its option declare the tenancy hereunder
terminated, and/or forthwith be entitled to the benefit of any public general or
public local laws, now or hereafter enacted, relating to the speedy recovery of
possession of lands and tenements held over by tenants.

                           (c) If Tenant shall fail to pay any installment of
Basic Rent, additional rent, or any other sums due to Landlord within ten (10)
days of written notice from Landlord, violate any other covenant or agreement
made by it in the Lease and fail to cure such violation within thirty (30) days
after written notice from Landlord (but if Tenant cannot cure and such
non-monetary default within such grace period, and as long as Tenant has
commenced efforts to cure within such grace period and is diligently pursuing
said cure, Tenant shall have a reasonable time to cure said default before being
in default, not to exceed a total of ninety (90) days from the date of
Landlord's notice, hereunder, or if Tenant shall abandon, vacate, or cease to
operate said Premises for a continuous period of more than thirty (30) days,
then in any of said events, Landlord may, at its option, reenter and resume
possession of the Premises, and declare this Lease, and the tenancy hereby
created, terminated, and thereupon remove all persons and property from the
Premises, but not with process of

<PAGE>

                                                                              12
any court of competent jurisdiction and not by self-help, and by force or
otherwise; and notwithstanding such reentry under this subparagraph (c) or
subparagraph (d), and Tenant shall remain liable for any rent and other amounts
due or accrued to Landlord or damages caused to Landlord prior thereto. Tenant
shall not be entitled to any excess of such amounts received from others over
the liability of Tenant hereunder. It shall be within the sole discretion of
Landlord to determine to whom, or whether to anyone, the Premises shall be so
rented, the amount of the rent and all other terms and conditions of said
renting, and the period or periods thereof, whether less than, equal to or
beyond the aforesaid unexpired term of the Lease, and Landlord shall have no
duty to mitigate damages for which Tenant is liable hereunder. Further, Landlord
shall be entitled, at its option, to any and all other remedies available to a
Landlord at law or in equity, including relief by injunction, or otherwise,
against continuance of any violation of a covenant or agreement of the Lease.

                           (d)(i) If Tenant shall generally not pay its debts as
they become due or shall admit in writing its inability to pay its debts, or
shall make a general assignment for the benefit of creditors, or (ii) if Tenant
shall commence any case, proceeding or other action seeking reorganization,
arrangement, adjustment, liquidation, dissolution or composition of it or its
debts under any law relating to bankruptcy, insolvency, reorganization or relief
of debtors, or seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or any substantial part of its property, or
(iii) if Tenant shall take any corporate action to authorize any of the actions
set forth in subparagraphs (i) or (ii) above, or (iv) if any case, proceeding or
other action against Tenant shall be commenced seeking to have an order for
relief entered against it as debtor, or seeking reorganization, arrangement,
adjustment, liquidation, dissolution or composition of it or its debts under any
law relating to bankruptcy, insolvency, reorganization or relief of debtors, or
seeking appointment of a receiver, trustee, custodian or other similar official
for it or for all or any substantial part of its property, and such case,
proceeding or other action (a) results in the entry of an order for relief
against it which is not fully stayed within fifteen (15) days after the entry
thereof, or (b) remains undismissed for a period of, fifteen (15) days, or (v)
if any execution, attachment or mechanics' lien against Tenant or the Premises
be unsatisfied or unsecured by adequate corporate surety bond or cash security
(the election of the surety bond or cash to be in the sole but reasonable
discretion of Landlord) for more than ten (10) days, Landlord, may at its
option, in any of such events, terminate the Lease, retaining all rights against
Tenant, and its receiver, trustee, custodian or similar official permitted,
under subparagraphs (c) and (d).

                           (e) Notwithstanding the provisions in subparagraph
(d) above, to the extent permitted by applicable federal or state law, in the
event of an assignment by operation of law under the federal Bankruptcy Code, or
any state bankruptcy or insolvency law and Landlord elects not to terminate the
Lease, the assignee shall provide Landlord with adequate assurance of future
performance of all of the terms, conditions and covenants of the Lease, which
shall include, but which

<PAGE>

                                                                              13

shall not be limited to, assumption of all the terms, covenants and conditions
of the Lease by the assignee and the making by the assignee of the following
express covenants to Landlord: (i) that assignee has sufficient capital to pay
the Basic Rent, additional rent and other charges due under the Lease for the
entire Term; (ii) that assumption of the Lease by the assignee will not cause
Landlord to be in violation or breach of any provision in any other lease,
financing agreement or operating agreement relating to the Building; and (iii)
that such assignment and assumption by the assignee will not substantially
disrupt or materially impair any existing tenant mix in the Building.

                  16.      DESTRUCTION.

                           (a) If the Premises shall be damaged by fire, the
elements, unavoidable accident or other casualty, but are not thereby rendered
untenantable in whole or in part, Landlord shall cause such damage to be
repaired, and rent shall not be abated. If, by reason of such occurrence, the
Premises shall be rendered untenantable only in part, Landlord shall cause the
damage to be repaired or restored with reasonable diligence, and the rent shall
be abated proportionately as to the portion of the Premises rendered
untenantable until such time as the Premises are restored, as reasonably
determined by Landlord.

                           (b) If the Premises shall be damaged by fire, the
elements or other casualty, and the cost of repairing such damage shall equal
fifty percent (50%) or more of the fair replacement value of the Premises
immediately prior to such damage, or if a substantial portion of the Building or
the Land excluding the Premises shall be damaged by such casualty, the Landlord
may elect to cause such damage to be repaired or restored, in which event this
Lease shall continue in full force and effect, provided, however, if such repair
or restoration is not completed within one hundred eighty (180) days after
occurrence of the casualty Tenant shall have the option to terminate this Lease
by giving Landlord written notice of its election within ten (10) days after
such one hundred eighty (180) day period. In the event of such termination,
neither Landlord nor Tenant shall have any further rights or obligations
hereunder except as to those which accrued prior to such termination. In the
event Landlord shall elect to cause the damage to be repaired or restored, the
Basic Rent shall be abated proportionately as to the portion of the Premises
rendered untenantable for the period of such unfitness for occupancy, as
reasonably determined by Landlord. Landlord shall have the right, at its
election, to terminate the Lease by giving to Tenant, within sixty (60) days
following the date of said casualty, five (5) days prior written notice of
Landlord's election to terminate the Lease. In the event of such termination,
Basic Rent, additional rent and other charges shall be adjusted as of the date
of the termination.

                           (c) In no event, however, shall Landlord be required
to expend any amounts in excess of the net insurance proceeds actually paid to
and

<PAGE>
                                                                              14

available to Landlord, or to expend any amounts on account of improvements made
by Tenant or to the Premises.

                           (d) Anything contained in any provision of this Lease
to the contrary notwithstanding, if any such damage to the Premises or the Land
are caused by or result from the negligent or intentionally tortious act or
omission of the Tenant, those claiming under the Tenant or any of their
respective officers, employees, agents or invitees.

                                    (1) the rent shall not be suspended or
apportioned as aforesaid to the extent Landlord recovers such rent from any
insurance proceeds received by Landlord (net of all reasonable costs incurred by
Landlord in connection with adjusting the loss and obtaining payment of such
insurance proceeds), and

                                    (2) the Tenant shall pay to the Landlord
upon demand, as additional rent, the cost of (i) any repairs and restoration
made or to be made as a result of such damage to the extent not covered by
insurance proceeds received by Landlord (net of all reasonable costs incurred by
Landlord in connection with adjusting the loss and obtaining payment of such
insurance proceeds), or (ii) (if the Landlord elects not to restore the Premises
or Building) any damage or loss which the Landlord incurs as a result of such
damage to the extent not covered by insurance proceeds received by Landlord (net
of all reasonable costs incurred by Landlord in connection with adjusting the
loss and obtaining payment of such insurance proceeds), or (iii) (if the
Landlord elects not to restore the Premises or Building) any damage or loss
which the Landlord incurs as a result of such damage to the extent not covered
by insurance proceeds received by Landlord (net of all reasonable costs incurred
by Landlord in connection with adjusting the loss and obtaining payment of such
insurance proceeds).

                  17.      CONDEMNATION.

                           (a) In the event eminent domain proceedings shall be
instituted against the Premises or the Building, the Lease shall terminate at
the option of Landlord when title to the Premises, or a portion thereof, is
taken by the condemning authority, at which time all rent and other payments due
hereunder shall abate on a per-square foot basis for such portion, if any, of
the Premises as shall be rendered fit for occupancy inconsequence of such
damage, for the period of such unfitness for occupancy. If the Lease is not so
terminated Landlord shall, at its own expense, up to the amount of net
condemnation proceeds actually paid to and available to Landlord, restore the
remainder of the Premises as a condition as similar as possible to that in which
they were prior to the taking, having due regard for any reduced area of the
Premises. Until such restoration is completed, and thereafter, all rent and
other payments due hereunder shall be equitably adjusted, taking into
consideration the proportion and the nature of the area of the Premises taken,
and the period of time of such taking, as reasonably determined by Landlord.

<PAGE>

                                                                              15

                           (b) All condemnation awards for any of Premises or
the Building or any interest therein shall belong to and be the sole property of
Landlord. Tenant hereby assigns to Landlord all rights with respect to any and
all such condemnation awards; provided, however, nothing contained herein shall
prevent Tenant from applying for reimbursement from the condemning authority (if
permitted by law) for moving expenses, or the expense of removal of Tenant's
trade fixtures, or loss of Tenant's business good will, but only if such action
shall not reduce the amount of the award or other compensation otherwise
recoverable from the condemning authority by Landlord.

                  18.      WASTE.

                  Tenant shall not commit or suffer to be committed any waste
upon the Premises or any nuisance or other act or thing which may disturb the
quiet enjoyment of any other tenant in the Building or any person adjacent to
the property of which the Premises are a part.

                  19.      INSPECTION OF PREMISES.

                  Landlord, its agents, employees and contractors shall have the
right to enter the Premises at any reasonable time upon reasonable advance
notice to examine the same, to enforce or carry out the provisions of the Lease,
to make such repairs, alterations or improvements as Landlord deems reasonable,
necessary or desirable and to show the Premises to prospective purchasers or
lessees of the Building. Within the last six (6) months of the term, Landlord
shall have the right to display on the exterior of the Premises a customary "For
Rent" sign.

                  20.      COMPLIANCE WITH LAW.

                  Tenant shall, at Tenant's sole cost and expense, comply with
all the requirements of all county, municipal, state, federal and other
applicable governmental authorities, now in force, or which may hereafter be in
force, pertaining to the said Premises, and shall faithfully observe in the use
of the Premises all municipal and county ordinances and state and federal
statutes now in force or which may hereafter be in force.

                  21.      LIABILITY.

                           (a) Landlord shall not be liable for any damage to
property of Tenant or of others located on the Premises not for the loss of or
damage to any property of Tenant or of others by theft or otherwise, unless
caused by Landlord's gross or willful negligence. Landlord shall not be liable
for any injury or damage to persons or property resulting from fire, explosion,
falling plaster, steam, gas, electricity, water, rain or snow or leaks from any
part of the Premises or from the pipes, appliance or plumbing works or from the
roof, street or subsurface or from any

<PAGE>

                                                                              16

other place or by dampness or by any other cause of whatsoever nature, unless
caused by Landlord's gross or wilful negligence. Landlord shall not be liable
for any such damage caused by persons in the Premises, other tenants of the
Building, occupants of adjacent property or the public or caused by operations
in construction of any private, public or quasi-public work, unless caused by
Landlord's gross or willful negligence or willful misconduct. Landlord shall not
be liable for any latent defect in the Premises or in the Building, unless
caused by Landlord's gross or willful negligence or willful misconduct,
provided, however, Tenant may by written notice to Landlord terminate Lease if
said cessation or interruption for any of the reasons set forth in the previous
sentence unless caused by gross negligence of Tenant adversely impacts Tenant's
use of the Premises in any material respect and shall continue for a continuous
period of ninety (90) days or more. All property of Tenant kept or stored on the
Premises shall be so kept or stored at the risk of Tenant only and Tenant shall
hold Landlord harmless from any claim arising out of damage to the same,
including subrogation claims by Tenant's insurance carrier.

                           (b) In the event of the transfer and assignment by
Landlord of its interest in the Lease, Landlord shall thereby be released from
any further responsibility hereunder, and Tenant agrees to look solely to such
successor in interest of the Landlord for performance of such obligations,
except as to breaches which occurred prior to said transfer and assignment and
of which Landlord had been notified of in writing by Tenant. Any security given
by Tenant to Landlord to secure performance of Tenant's obligations hereunder
may be assigned and transferred by Landlord to such successor in interest of
Landlord; and, upon receipt of such security, Landlord shall thereby be
discharged of any further obligation relating thereto. The term "Landlord" as
used in this Lease shall mean the owner of the Land, at the time in question,
and in the event of the transfer (whether voluntary or involuntary) by such
owner of its interest in the Land, such owner shall thereupon be released and
discharged from all covenants and obligations of the Lease thereafter accruing,
but such covenants and obligations shall be binding during the Term upon each
new owner for the duration of such owner's ownership.

                  22.      NON-PERFORMANCE.

                  Tenant will perform its covenants expressed in the Lease;
Tenant will promptly upon receipt of written notice specifying action desired by
Landlord pursuant to any of Tenant's covenants comply with such notice to the
extent the action specified is consistent with that required by Tenant's
covenants under this Lease; and, in addition to Landlord's immediate remedies
for Tenant's default, if compliance to Landlord's reasonable satisfaction has
not begun within fifteen (15) days after delivery of such notice (except that in
an emergency, Landlord need not give any notice), and thereafter diligently
continue, then Landlord may, at its option, perform such action required of
Tenant by the notice, and for such purpose Landlord, its agents, servants, and
employees, may enter upon the Premises, if necessary, Tenant waiting any claim
to loss or damage from such action, and agreeing to pay Landlord promptly upon

<PAGE>

                                                                              17

demand any expense incurred and money paid on its behalf. Any money paid or
expense incurred by Landlord shall be considered additional rent, payable
together with the next monthly installment of rent falling due after Landlord's
demand for payment, and subject to all provisions of the Lease and of law as to
default in rent.

                  23.      TERMINATION AND HOLDING OVER.

                  The Lease and the tenancy hereby created shall cease to ____
at the end of the Term, without the necessity of any notice from either Landlord
or Tenant to terminate the same, and Tenant hereby waives notice to remove and
agrees that Landlord shall be entitled to the benefit of all provisions of law
respecting the summary recovery of possession of Premises from a tenant holding
over to the same extent as if statutory notice were given. The rental for the
period of any holdover tenancy shall equal 150% of the Basic Rent and additional
rent payable under the Lease, but such rental shall not preclude Landlord from
recovering from Tenant any damages caused by Tenant's holding over. At the end
of the Term Tenant agrees to leave the Premises in as good condition as on the
Commencement Date, ordinary wear and tear, and damage by fire and other casualty
excepted.

                  24.      QUIET ENJOYMENT.

                  Upon payment by Tenant of the rents herein provided, and the
observance and performance of all the covenants, terms and conditions to be
observed and performed by Tenant, Tenant shall, subject to terms and conditions
of this Lease, peaceably and quietly hold and enjoy the Premises for the Term of
this Lease.

                  25.      SUBORDINATION AND ATTORNMENT.

                  The Lease is and shall be subject and subordinate to the lien
of all and any mortgage or deed of trust now or at any time hereafter placed
upon the Land, the Building, the Premises, or Landlord's leasehold interest
therein, and to any and all renewals, extensions, modifications and refinancing
thereof. Tenant hereby agrees to execute any and all instruments (including
estoppel certificate) to effect such subordination that Landlord may request or
require within five (5) business days after Landlord's request therefor. Tenant
agrees to attorn to any successor to Landlord's interest in the Premises,
whether by sale, foreclosure or otherwise.

                  26.      ENVIRONMENTAL COMPLIANCE.

                  Tenant shall (a) not engage in any activity on, above, or
under the Premises which result in any "hazardous materials" (defined herein)
contamination to the Premises, the Building or the Land, (b) immediately give
notice to Landlord upon Tenant's Management Group as hereinafter defined
acquiring knowledge of the presence of any "hazardous waste" or "hazardous
substance" or "hazardous material" (as those terms are defined herein) on the
Premises, the Building or the Land, or any

<PAGE>

                                                                              18

hazardous materials contamination with a complete description thereof, (c)
comply with laws requiring the removal, treatment or disposal of any hazardous
material contamination which result from actions taken by Tenant from and after
the Commencement Date, and provide Landlord with satisfactory evidence of such
compliance; (d) provide Landlord, within thirty (30) days after notice, with a
bond, letter of credit or similar financial assurance (i) evidencing to
Landlord's satisfaction that the necessary funds are available to pay the cost
of removing, treating and disposing any hazardous materials contamination for
which Tenant is responsible as a result of its action from and after the
Commencement Date and (ii) discharging any lien which may be established on the
Premises or the Land, as a result thereof; and (e) defend, indemnify and hold
harmless Landlord and its mortgagee, if any, from any and all claims which may
be asserted as a result of the presence of any hazardous substance or hazardous
water or hazardous material on the Premises, the Building or the Land,
facilities, soil, ground water, air, or other elements on, or off, any other
property as a result of any hazardous substance or hazardous waste or hazardous
material at any time emanating from the Premises. The term "hazardous waste" as
used herein shall have the same meaning as defined in the Resource Conservation
and Recovery Act of 1976, as amended from time to time, and regulations
promulgated thereunder. The term "hazardous substance" as used herein shall have
the same meaning as defined in: (a) the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended from time to time, and
regulations promulgated thereunder; and/or (b) the Maryland Environment Code
Ann., Title 7, subtitle 2, as amended from time to time, and regulations
promulgated thereunder. The term "hazardous material" as used herein shall mean
any "oil, petroleum products and their by-products" as defined by the Maryland
Natural Resource Code Ann. 8-1411(a)(3) as amended. The term "Tenant's
Management Group" shall be deemed solely to include officers and departmental
directors of Tenant.

                  27.      NOTICES.

                  All payments of rent shall be made to Landlord, c/o Abrams
Development Group, Inc., Suite 5, Columbia 100 Parkway, Columbia, Maryland
21045, or at such other place as Landlord shall designate. All notices required
or permitted to be given under the Lease shall be in writing and deemed to be
properly served within three (3) business days, if sent by certified mail,
postage prepaid, to Landlord at the address to which rental payments are to be
sent, and to Tenant at the Premises, but either party may by written notice to
the other stipulate a different address.

                  28.      NO WAIVER.

                  The mention in the Lease of any specific right or remedy shall
not preclude either party from exercising any other right or from having any
other remedy or from maintaining any action to which it may be otherwise
entitled whether

<PAGE>

                                                                              19

at law or in equity; and the failure of said party to insist in any one or more
instances upon a strict performance of any covenant of the Lease or to exercise
any option or right herein contained shall not be construed as a waiver or
relinquishment for the future enforcement of such covenant, right or option, but
the same shall remain in full force and effect, unless the contrary is expressed
in writing by said party. Each party agrees to pay the other party reasonable
attorneys' fees incurred in connection with enforcing the Lease, provided the
other party prevails in any enforcement action.

                  29.      COMMISSIONS.

                  Landlord and Tenant hereby confirm to each other that there
were no brokers involved in the transaction represented by this Lease.

                  30.      COMPLETE AGREEMENT.

                  The Lease is intended by the parties as a final and complete
expression of their agreement and as an exclusive statement of the terms
thereof. The Lease and the covenants and conditions herein contained shall inure
to the benefit of and be binding upon Landlord, its successors and assigns, and
shall be binding upon Tenant, its successors and assigns, and shall inure to the
benefit of Tenant and only such assigns of Tenant to whom the assignment by
Tenant has been consented to by Landlord. All claims, demands or causes of
action which Tenant may have against Landlord shall be enforceable solely
against Landlord's interest in the Premises, the Building, and the Land, and not
out of any other assets of Landlord or any of its principals.

                  31.      SEVERABILITY.

                  If any provision of the Lease shall be held invalid or
unenforceable, the validity and enforceability of the remaining provisions of
the Lease shall not be affected thereby.

                  32.      RECORDATION.

                  If Tenant desires to record a memorandum of the Lease,
Landlord agrees to execute same; provided that such memorandum shall be recorded
at Tenant's sole expense.

                  33.      CAPTIONS.

                  The captions and headings used in the Lease are for
convenience and reference only and shall not constitute a part of the Lease, nor
shall they affect the meaning, construction, or effect of the Lease.

<PAGE>

                                                                              20

                  34.      EXHIBITS AND RIDERS.

                  All Exhibits and Riders referred to herein are hereby
incorporated into and made a part of this Lease.

                  35.      OPTION TO RENEW.

                           (a) If this Lease shall then be in force and Tenant
is not in default of any of the terms, covenants, conditions, or agreements
hereunder, at the time of the exercise of said option or at the time of the
commencement date of the renewal term, nor as of either of said dates shall
there have occurred an event which with either the passage of time or the giving
of such notice would constitute such a default, Tenant shall have the right and
option to renew or extend the term of this Lease for one (1) additional term
(the "Renewal Term"), and the Renewal Term shall be for a period of ten (10)
years. In order to exercise said option to renew or extend, Tenant shall give
written notice of intention to exercise said option to Landlord at least one (1)
year prior to the expiration of the Term hereof. Said extension shall be subject
to all the terms, covenants and conditions of the initial Term, except that
there shall be no further right or renewal after the first Renewal Term.

                           (b) The annual Basic Rent payable for the first year
of the Renewal Term shall be increased by three percent (3%) over the Basic Rent
for the last lease year of the Term, and the Basic Rent for each subsequent
lease year of the Renewal Term shall be increased by three percent (3%) over the
Basic Rent from the preceding lease year of the Renewal Term.

<PAGE>

                                                                              21

                  36.      WAIVER OF JURY TRIAL.

                  LANDLORD AND TENANT WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS
LEASE. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY TENANT
AND TENANT ACKNOWLEDGES THAT NEITHER LANDLORD NOR ANY PERSON ACTING ON BEHALF OF
LANDLORD HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OR TRIAL BY
JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. TENANT FURTHER ACKNOWLEDGES
THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN
THE SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL, SELECTED OF ITS OWN FREEWILL, AND THAT IT HAS HAD THE OPPORTUNITY TO
DISCUSS THIS WAIVER WITH COUNSEL, TENANT FURTHER ACKNOWLEDGES THAT IT HAS READ
AND UNDERSTANDS THE MEANING AND RAMIFICATION OF THIS WAIVER PROVISION AND AS
EVIDENCE OF THIS FACT SIGNS ITS INITIALS.

                                             ------------------------------
                                             INITIALS OF TENANT


                  37.      LANDLORD'S SOLE REASONABLE DISCRETION.

                  Wherever this Lease requires Landlord to act or otherwise
exercise its discretion, Landlord will act or otherwise exercise its discretion
in its sole reasonable discretion.

                  IN WITNESS WHEREOF, the parties have executed this Lease,
under seal, on the day first above written.


WITNESS/ATTEST:             HSE II LLC



                            By: /s/ J. Michael Abrams                  (SEAL)
                            -------------------------
                            J. Michael Abrams, Manager
As to Landlord
                            By:  MIGLIARA/KAPLAN ASSOCIATES, INC.

                            By: /s/ Joseph Migliara                    (SEAL)
                            -----------------------
                            Joseph Migliara, President
As to Tenant

<PAGE>
                                                                              22


                                   EXHIBIT "A"

                             FLOOR PLAN OF BUILDING

<PAGE>

                                                                              23

                                   EXHIBIT "B"

                AGREEMENT SETTING COMMENCEMENT DATE OF LEASE AND
                           SQUARE FOOTAGE REQUIREMENTS


                  WHEREAS, HSB II, LLC (hereinafter called "Landlord") and
MIGLIARA/KAPLAN ASSOCIATES, INC. (hereinafter called "Tenant") have
entered into a Lease dated __________________________ for certain premises as
described in this Lease and

                  WHEREAS, the Landlord and Tenant desire to hereby confirm the
Commencement Date of the Term as more specifically -provided in Paragraph 2(a)
of the Lease and the gross square footage of the Premises.

                  NOW THEREFORE, the Commencement Date of the Lease is hereby
agreed to be ________________________, and the gross square footage of the
Premises is hereby agreed to be _____________________ square feet.

                           Agreement dated this _______ day of ___________,
1996.

WITNESS/ATTEST:             HSE II LLC



                                                                       (SEAL)
                            -------------------------
                            J. Michael Abrams, Manager
As to Landlord
                            By:  MIGLIARA/KAPLAN ASSOCIATES, INC.

                                                                       (SEAL)
                            -----------------------
                            Joseph Migliara, President
As to Tenant



                                   SAMPLE ONLY


<PAGE>
                                                                              24


                                   EXHIBIT "C"

                              RULES AND REGULATIONS

                  1. The common areas shall not be obstructed by any of the
tenants, or used by them for any other purpose than for ingress and egress to
and from their respective leased premise.

                  2. Tenants, their agents, employees or visitors, shall not
make or commit any improper noises or disturbances of any kind in the Building,
or mark or defile the windows or doors of the Building or interfere in any way
with other tenants or those having business with them.

                  3. No articles shall be fastened to or holes drilled or nails
or screws driven into the walls, windows, partitions, nor shall the walls or
partitions be painted, papered or otherwise covered or in any way marketed or
broken, without first obtaining the written consent of the Landlord.

                  4. Nothing shall be placed on the outside of the Building, or
on the windows, window sills or projections.

                  5. Any window treatments must be approved by Landlord.

                  6. Attaching of wires to the outside of the Building is
absolutely prohibited without the first obtaining the written approval of
Landlord.

                  7. The Landlord shall in all cases have the right to prescribe
the weight and proper position of safes or other heavy objects in the Building;
and the bringing in of said safes, all furniture, fixtures, or supplies, the
taking out of said articles, and the moving about of said articles within the
Building, shall only be at such time and in such manner as the landlord shall
designate; and any damage caused by any of the before mentioned operations, or
by any of the said articles during the time they are in the Building, shall be
repaired by Tenant at Tenant's expense.

                  8. No tenant shall do or permit anything to be done in the
Premises, or bring or keep any item therein which will in any way obstruct or
interfere with the rights of other tenants, or in any way injure or annoy them,
or conflict with the laws relating to fires, or with the regulations of the Fire
Department or conflict with any of the rules and ordinances of the Department of
Health.

                  9. Tenants will see that windows are closed and the doors
securely locked before leaving the Building.

                  10. No animals or birds shall be brought into or kept in or
upon the leased premises.

<PAGE>

                                                                              25

                  11. The use of the leased premises as sleeping apartments, for
the preparation of foods, or for any immoral or illegal purpose is absolutely
prohibited.

                  12. No Tenant shall conduct, or permit any other person to
conduct any auction upon the premises, or otherwise to wholesale or retain,
goods, wares, or merchandise upon or from said premises.

                  13. All glass, locks and trimmings, in or about the doors and
windows of the Premises and all electric fixtures which belong to the Building
shall be kept whole, and whenever broken by any one, shall be immediately
replaced or repaired and put in order by Tenant under the direction and to the
satisfaction of the Landlord and the same shall be left whole and in good repair
upon the termination of this Lease.

                  14. Any and all damage to floors, walls or ceilings due to
Tenant or Tenant's employees' failure to shut off running water or liquid, shall
be paid by Tenant.

                  15. Landlord reserves the right to make any or all alterations
in the premises as may be required by Tenant, the expense of such alterations to
be paid by Tenant.

                  16. Tenant agrees to keep the inside and outside of all
exterior surfaces and of all glass in the doors and windows of the Premises
clean; not to place or maintain any equipment or other articles outside the
Premises; to maintain the Premises in a clean, orderly and sanitary condition
and free of insects, rodents, vermin and other pests; not to permit undue
accumulations of garbage, trash, rubbish and other refuse, and to keep such
refuse in proper containers on the interior of the Premises, until removed; not
to overload any portion of the floor; to comply with all laws and ordinances and
all rules and regulations of any governmental entity having jurisdiction over
the Premises, and all recommendations with respect to the Premises made by any
public or private agency having authority over insurance rates; to conduct its
business in the Premises in accordance with high standards of operation; not to
paint or decorate any part of the exterior of the semipermanent manner any part
of the interior of the Premises without first obtaining Landlord's written
approval of such painting or decoration which approved shall not be unreasonably
withheld, delayed or conditioned. Upon order of Landlord, Tenant will promptly
remove any paint or any decoration which has been applied to or installed upon
the Premises without Landlord's prior written approval, or take such other
action with reference thereto as Landlord may reasonably direct.

                  17. Tenant shall not permit, allow, or cause to be used in or
at the Premises any advertising media or device such as sound reproduction
devices, excessively bright lights, changing, flashing, flickering or moving
lights or lighting devices, or any similar devices, the effect of which shall be
audible or visible from

<PAGE>

                                                                              26

the exterior of said Premises. Tenant shall keep all mechanical apparatus free
of vibration and noise which may be transmitted beyond the confines of the
Premises. Tenant shall not install or operate in the Premises any electrically
operated equipment including computers, data processing or other such equipment
which may overload the electric wiring serving the Premises or within the
Premises, without first obtaining Landlord's written approval.

                  18. Tenant agrees not to receive or ship articles of any kind
except at the times and in the manner designated by Landlord; not to allow
trucks or other vehicles servicing its stores to stand or park in the custom
parking area and access roads; not to park, and to require its employees to
refrain from parking, any vehicle on the Land, except in such places as may be
reasonably designated by Landlord for the use of Tenant and its employees, and,
on request furnish to Landlord a written statement of the names of all
employees, agents, and representatives employed in or at the Premises by Tenant,
and the license registration number of all vehicles owned or used by Tenant or
by such other employees, agents, or representatives.

<PAGE>

                                                                              27

                                    EXHIBIT D

                                 LANDLORD'S WORK

                  The Building containing the Premises shall be prepared by
Landlord at Landlord's expense (and not allocable to the Allowance) as follows:

                  Concrete floor (exclusive of floor treatments for the
                  Premises). Uninsulated exterior walls. Electrical system
                  (excluding junction boxes serving the Premises).

                  Also excluded from the Landlord's basic work, among other
things, are window treatments, exterior doors for the Premises (but not the
Building), plumbing lines and fixtures, and interior space planning. All of
these items will be included in the work and services covered by the Allowance.