EXHIBIT 10.46

                                                 OFFICE LEASE FOR

                                          PUTNAM, HAYES & BARTLETT, INC.

                                             Suite Nos. 500, 575 & 600
                                               1776 Eye Street, N.W.
                                              Washington, D.C. 20006



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155



                                                   OFFICE LEASE

         THIS LEASE (the "Lease") is made,  entered into and effective as of the
31st day of March,  1997,  between George H. Beuchert,  Jr., Trustee,  Thomas J.
Egan, Trustee,  Oliver T. Carr, Jr., Trustee,  William Joseph H. Smith, Trustee,
and The Kiplinger  Washington  Editors,  Inc.,  Trustee,  acting collectively as
trustees on behalf of the beneficial owner, The Greystone Square 127 Associates,
a District of Columbia  limited  partnership,  (collectively  the  "Lessor") and
Putnam, Hayes & Bartlett, Inc., a Massachusetts corporation, (hereinafter called
"Lessee").

         WITNESSETH,  That,  for  and  in  consideration  of the  rents,  mutual
covenants,  and agreements  hereinafter set forth,  the parties hereto do hereby
mutually agree as follows:

1.        DEMISED PREMISES

         (A) Lessor does hereby  lease to Lessee,  and Lessee does hereby  lease
from Lessor,  for the term and upon the  conditions  hereinafter  provided,  the
following spaces:

                  (i) a space identified as approximately 36,265 rentable square
                  feet on the fifth and sixth  (5th & 6th)  floors of the office
                  building situated at 1776 Eye Street, N.W.,  Washington,  D.C.
                  20006  (such  building  being  hereinafter  referred to as the
                  "Building"),  having been  previously  assigned Suite Nos. 500
                  and  600  respectively   (collectively   referred  to  as  the
                  "Original Premises"); and,

                  (ii) a space identified as approximately 8,851 rentable square
                  feet on the  fifth  (5th)  floor of the  Building,  previously
                  identified  as Suite  No.  575  (hereinafter  the  "Additional
                  Premises").


         (B) The Original  Premises and the Additional  Premises are outlined on
the floor  plans  attached  hereto and made a part  hereof as Exhibit  A-1.  The
Original  Premises  and  the  Additional  Premises  are  hereinafter   sometimes
collectively referred to as the "Demised Premises," and have a combined rentable
area of  approximately  45,116  square feet.  As otherwise  provided for in this
Lease,  the term  "Demised  Premises" may be modified to include other spaces in
the  Building as leased by Lessee from time to time,  in which case the combined
rentable area of the Demised Premises may change.  The Original Premises and the
Additional Premises have been measured in accordance with the Washington,  D.C.,
Association of Realtors Standard Method of Measurement,  1983 Version. As of the
date of this Lease first hereinabove stated the Building contains  approximately
212,582   square  feet  of  rentable  area  of  office  and  retail  spaces  and
approximately  199,552  square feet of rentable  area of office  spaces.  Lessee
recognizes that the statement of rentable area for any space and of the Building
given  above are  approximate,  but that for the  purposes  of this Lease are an
accurate  statement of such areas;  by executing this Lease,  Lessee  recognizes
that it has had the  opportunity  to measure the  Original  Premises and that it
waives any right to challenge  subsequently  this  statement of  measurement  of
rentable  areas of the Original  Premises  and the  Building.  Lessor  agrees to
afford to Lessee the  opportunity to measure the area of the Additional  Demised
Premises prior to Commencement  Date 2 (as hereinafter  defined),  provided that
when Lessee executes and delivers Exhibit D-1 related to the Additional Premises
it shall be deemed Lessee's acceptance of the area of the Additional Premises as
stated  in  that  Exhibit.  As and to the  extent  that  Lessee  can  reasonably
demonstrate  to Lessor that Lessor's  determination  of the rentable area of the
Additional Premises  hereinabove stated is incorrect at that time, Lessor agrees
to modify the Lease.  to reflect the agreed upon rentable area of the Additional
Premises.

         (C) Lessor agrees to deliver and Lessee agrees to accept  possession of
the Demised Premises in its "as is" condition existing on the date possession is
delivered  to  Lessee,  without  requiring  Lessor  to make  any  modifications,
alterations,  repairs,  improvements, or decorations to be made to or demolition
of  existing  improvements  within  the  Demised  Premises,  provided  that  the
Additional  Premises  shall be delivered in broom clean  condition with any base
building  operating  equipment  in  the  Additional  Premises  being  in  normal
operating condition as and when delivered by Lessor to Lessee. Lessor shall have
no obligation to deliver any supplemental air conditioning,  heating ventilation
package units and kitchen  equipment in working order and condition.  Lessor has
agreed to  provide  to Lessee  the  Allowance  for the  Initial  Alterations  as
provided for and identified in the Section of this Lease entitled "ALTERATIONS."

         (D) Subject to the  provisions  of the  Section of this Lease  entitled
"DAMAGE TO THE BUILDING AND/OR THE DEMISED PREMISES," Lessor agrees that it will
deliver and keep from and after the Commencement Date 1 (as hereinafter defined)
all common and public areas of the Building,  the base  building  systems of the
Building and all external and structural  elements  thereof in safe and sanitary
condition,  in good working  order and  condition,  and in  accordance  with the
standards  customarily  employed by other  landlords of  comparable  first-class
office  buildings  located within the central  business  district of Washington,
D.C.,  including,  as  provided  for in  the  Section  of  this  Lease  entitled
"COMPLIANCE WITH THE AMERICANS WITH  DISABILITIES  ACT," ensuring  compliance of
common and public areas of the Building with ADA (as hereinafter defined).

         (E) (i)  Lessor  furthers  agrees  that,  if prior  to the date  Lessee
receives the right to lawfully  occupy the Original  Premises and the Additional
Premises for its regular  business  operations  upon  substantial  completion of
Initial  Alterations  (as  hereinafter  defined),  District  of  Columbia  plans
reviewing  officials  ("Reviewing  Officials"),  District of Columbia inspecting
officials  ("Inspecting  Officials"),  or both, determine that the base building
fire  and  life  safety  systems  of  the  Building  are in  noncompliance  with
applicable  codes of the  District  of  Columbia in effect as of January 1, 1997
(the  "Codes"),  and that such  condition  (a)  prevents  Lessee from  obtaining
permits and approvals  from the District of Columbia  necessary to permit Lessee
to  undertake  Initial  Alterations,   (b)  prevents  Lessee  from  subsequently
occupying the Additional  Premises after  completion of Initial  Alterations for
Lessee's regular business operations,  or (c) prevents Lessee from continuing to
use and occupy the Original  Premises for Lessee's regular  business  operations
from and after the date of  commencement  of Initial  Alterations,  then  Lessor
shall be responsible for those  modifications to the base building fire and life
safety  systems of the Building which are required to bring those systems into a
condition which, in accordance with the Codes, would permit Lessee to obtain the
necessary   permits  and  approvals  so  that  Lessee  may   undertake   Initial
Alterations,  would  lawfully  permit  Lessee to  lawfully  occupy the  Original
Premises for Lessee's regular business operation during  construction of Initial
Alterations,  and would  subsequently  permit  Lessee  to  lawfully  occupy  for
Lessee's  regular  business  operations  the Demised  Premises upon  substantial
completion of Initial Alterations (such necessary and required  modifications to
base building  fire and life safety  systems  being  hereinafter  referred to as
"Fire/Life Safety Modifications").

                  (ii) If at the time Lessee submits to the District of Columbia
applications  for  permits  and  licenses  to  undertake   Initial   Alterations
(collectively  "Permits"),  Reviewing  Officials determine that Fire/Life Safety
Modifications  are required to be made,  then Lessor agrees to use  commercially
reasonable  efforts  to  (a)  complete  the  then  identified  Fire/Life  Safety
Modifications,  or in lieu  thereof  (b)  reach  agreement  with  the  Reviewing
Officials  binding  upon Lessor  regarding  Lessor  undertaking  and  completing
Fire/Life Safety Modifications which permit the issuance of the Permits.  Lessor
shall notify Lessee in writing when Lessor has either  completed those Fire/Life
Safety  Modifications in accordance with the applicable codes of the District of
Columbia and has obtained all necessary  governmental  inspections and approvals
of such Fire/Life Safety Modifications,  or when Lessor has reached an agreement
with the Reviewing  Officials binding upon Lessor permitting the issuance of the
Permits (the "Completion Notice 1").

                  (iii) If after the  commencement  of  construction  of Initial
Alterations,  Inspecting  Officials  determine  that  certain  Fire/Life  Safety
Modifications  are required to be made in order to permit  Lessee to continue to
occupy the Original Premises for Lessee's regular business  operations or permit
Lessee to lawfully occupy the Additional  Premises and/or the Original  Premises
upon substantial  completion of Initial  Alterations,  then Lessor agrees to use
commercially  reasonable  efforts to (a)  complete  those  identified  Fire/Life
Safety  Modifications or in lieu thereof (b) reach agreement with the Inspecting
Officials  binding  upon Lessor  regarding  Lessor  undertaking  and  completing
Fire/Life  Safety  Modifications  so that Lessee can continue to lawfully occupy
the Original Premises or so that Lessee can obtain, upon substantial  completion
of Initial  Alterations.  the right to lawfully occupy the Additional  Premises,
and if applicable the Original  Premises.  Lessor shall notify Lessee in writing
when Lessor has completed in accordance  with the Codes those  Fire/Life  Safety
Modifications  identified  by the  Inspecting  Officials  and has  obtained  all
necessary  governmental  inspections  and  approvals for such  Fire/Life  Safety
Modifications  or when  Lessor has  reached  an  agreement  with the  Inspecting
Officials  binding upon Lessor  permitting  Lessee to lawfully  occupy  Original
Premises,  the  Additional  Premises  or  both  for  Lessee's  regular  business
operations  (the  "Completion  Notice  2").  Completion  Notice 2 shall  only be
required  to be given by Lessor  if  Lessor  has been  advised  by  Lessee  that
Fire/Life  Safety  Modifications  have been required by Inspecting  Officials in
order to permit Lessee to lawfully occupy,  or continue to lawfully occupy,  the
Additional Premises, the Original Premises or both.

         (F) Notwithstanding  Lessor's  obligations to make any Fire/Life Safety
Modifications  identified  by  Reviewing  Officials or  Inspecting  Officials in
connection  with the Initial  Alterations as specified in Subsection (E) of this
Section,  Lessor shall have no  obligation to undertake any fire and life safety
improvements to or within the Demised Premises. If however (i) Lessor undertakes
any fire and life safety  improvements  to or within any premises  leased to any
other  office  tenant(s)  of the  Building  prior to  January  1,  2002 and such
improvements  are of a nature  similar or comparable to the fire and life safety
improvements undertaken by Lessee as part of Initial Alterations,  (ii) the cost
of such  improvements  is not paid for by the tenant in question,  and (iii) the
aggregate  of the  rentable  areas of all  premises in the  Building  leased for
office uses in which Lessor has undertaken  such  improvements,  at other than a
tenant's cost,  exceeds  twenty-five  percent (25 %) of the rentable area of the
Building  dedicated to office uses, Lessor shall reimburse Lessee for the direct
costs actually incurred by Lessee at the time it undertook  Initial  Alterations
to  per-form  its  fire  and life  safety  improvements  which  are  similar  or
comparable  to those  undertaken  by Lessor  for  other  office  tenants  of the
Building thereafter.

         (G) Lessee represents that it has thoroughly  examined the Building and
the Original Premises and is aware of and accepts the existing  condition of the
Original  Premises  and  the  Building,  subject  to  Lessor's  obligations  for
Fire/Life Safety Modifications as specified in Subsection (E) of this Section.

2.       TERM

         (A) Subject to and upon the  covenants,  agreements  and  conditions of
Lessor and Lessee set forth herein,  or in any Exhibit or Addendum  hereto,  the
term of this  Lease  with  regard to the  Demised  Premises  shall  commence  as
follows:

                  (i) With regard to the  Original  Premises,  on the 1st day of
                  January,  1997 (hereinafter called the "Commencement Date I");
                  and,

                  (ii) With regard to the Additional  Premises,  on the later of
                  (a) April 21,  1997,  or (b) the date  thereafter  that Lessor
                  delivers  the  Additional   Premises  to  Lessee  in  Delivery
                  Condition  (either  to occur of (a) or (b)  being  hereinafter
                  called the "Commencement Date 2").

To effect  delivery and trigger the  occurrence of  Commencement  Date 2, Lessor
must  deliver the  Additional  Premises  free and clear of all  occupancies  and
tenancies,  must have  brought  all base  building  operating  equipment  in the
Additional   Premises  (and   specifically.   not  including   supplemental  air
conditioning,  heating and ventilation  package units and kitchen  equipment) to
normal  operating  condition and must deliver the  Additional  Premises in broom
clean condition (the "Delivery Condition").

                           (B) The term of this Lease with regard to the Demised
Premises shall expire on the
31st day of December, 2006.

         (C)  In the  event  Lessor  is  unable  to  deliver  possession  of the
Additional  Premises  to Lessee in the  Delivery  Condition  by April 21,  1997,
Lessor shall not be liable or responsible for any claims, damages or liabilities
arising  in  connection  therewith  or by reason  thereof,  nor shall  Lessee be
excused or released  from this Lease,  because of Lessor's  inability to deliver
the  Additional  Premises to Lessee by such date.  Commencement  Date 2 shall be
extended  to  and  become  the  date  that  Lessor  delivers  possession  of the
Additional Premises to Lessee in the Delivery Condition.  If Commencement Date 2
does not occur  until a date after May 31,  1997 due to  Lessor's  inability  to
deliver  possession  of the  Additional  Premises  to  Lessee  in  the  Delivery
Condition,  then,  as  provided in  Subsection  (F) of the Section of this Lease
entitled  "RENT,  " Lessee shall be entitled to and Lessor shall  recognize as a
credit  to  Monthly  Rent  2  (as  hereinafter   defined)  accruing  after  Rent
Commencement Date 2.

         (D)  Notwithstanding  the provisions of Subsection (C) of this Section,
if Lessor is unable to deliver the Additional Premises to Lessee in the Delivery
Condition by August 31, 1997, Lessee shall have the option to cancel this Lease,
provided  written  notice  thereof is delivered to Lessor prior to the time that
Lessor  delivers the  Additional  Premises to Lessee in the Delivery  Condition.
This  Lease  shall be deemed  canceled  as of the date of  receipt  by Lessor of
Lessee's  notice of cancellation  to Lessor.  If Lessor tenders  delivery of the
Additional  Premises to Lessee in the Delivery  Condition prior to the time that
Lessee delivers a written notice of cancellation to Lessor,  this Subsection (D)
shall be deemed  automatically  null and void and Lessee  shall have no right to
refuse to accept delivery of the Additional Premises or further right to seek to
cancel this Lease.

         (E) (i) In the event that (a) Lessee  cannot  obtain  Permits  from the
Reviewing  Officials due to the failure of Lessor to complete  Fire/Life  Safety
Modifications  or Lessor's  failure to reach agreement with Reviewing  Officials
binding  upon  Lessor  regarding  Lessor's   undertaking  and  completing  those
Fire/Life Safety Modifications, as provided for in Subsection (E) of the Section
of this  Lease,  entitled  "DEMISED  PREMISES,"  (b) Lessee  cannot  continue to
lawfully  occupy and use all or a substantial  portion of the Original  Premises
from and after the date that  construction of Initial  Alterations is commenced,
or (c) Lessee cannot lawfully occupy,  as of the date of substantial  completion
of the Initial  Alterations,.  the  Additional  Premises and, if applicable  the
Original Premises, due to the failure of Lessor to complete the Fire/Life Safety
Modifications  or reach  agreement  with the  District of Columbia  binding upon
Lessee   regarding   Lessor's   undertaking  and  completing   Fire/Life  Safety
Modifications,  as provided for in Subsection  (E) of the Section of this Lease,
entitled  "DEMISED  PREMISES," then in addition to any abatement of certain rent
as provided for in Subsection (G) of the Section of this Lease entitled "MONTHLY
RENT," Lessee shall have the right to cancel this Lease as hereinafter  provided
in this Subsection.

                  (ii) If (a) Lessee is legally  prevented  from  obtaining  the
Permits  solely due to the fact that Lessor has not  previously  undertaken  the
Fire/Life Safety Modifications identified by Reviewing Officials, or that Lessor
has not agreed with Reviewing Officials on Fire/Life Safety  Modifications to be
made, and the delay in issuance of Permits extends for more than sixty (60) days
after the date that Lessee has advised  Lessor that the Reviewing  Officials are
requiring Lessor to undertake  Fire/Life Safety  Modifications as a condition to
issuance  of the  Permits,  (b) Lessee is legally  prevented  by the  Inspecting
Officials  from  lawfully  occupying  the  Additional  Premises  for its regular
business  operations  solely due to the fact that Lessor has not  undertaken the
Fire/Life  Safety  Modifications   identified  by  Reviewing  Officials  or  the
Inspecting  Officials,  or that Lessor has not reached agreement with Inspecting
Officials on Fire/Life Safety Modifications to be made, and thus Lessee's lawful
occupancy  for its regular  business  operations is delayed for a period of more
than sixty (60) days following the date Lessor receives Lessee's notice advising
Lessor that Inspecting  Officials have identified Fire/Life Safety Modifications
that must be  undertaken  as a condition  to the  issuance of a  certificate  of
occupancy for the Additional Premises (or the Demised Premises,  if applicable),
or (c)  Lessee's  lawful  occupancy  of the  Original  Premises  for its regular
business  operations is disrupted by Inspecting  Officials after commencement of
Initial  Alterations  solely due to the fact that Lessor has not undertaken,  as
and when required,  the Fire/Life Safety  Modifications  identified by Reviewing
Officials or the Inspecting Officials,  or that Lessor has not reached agreement
with  Inspecting  Officials on Fire/Life  Safety  Modifications  to be made, and
this-disruption  continues  for a period of more than fifteen  (15)  consecutive
business days following the date that Lessor  receives  Lessee's notice that the
Inspecting  Officials  have  ordered  that  Lessee  cease  to  occupy  all  or a
substantial  portion of the  Original  Premises for  Lessee's  regular  business
operations, then Lessee may elect to cancel this Lease as hereinafter provided.

(iii)Lessee may  exercise  this  right to cancel  only by  delivering  to Lessor
     written notice of such election to cancel this Lease,  which notice must be
     received by Lessor  within  fifteen (15)  business days after the date that
     Lessee is first  entitled to exercise  this right to cancel and in any case
     such notice to be  effective  must be delivered to Lessor prior to the date
     that Lessor delivers to Lessee  Completion Notice 1 or Completion Notice 2,
     as applicable.  If Lessee has not delivered its notice of  cancellation  by
     the  earlier  of (a)  the  time  Lessee  receives  Completion  Notice  1 or
     Completion  Notice 2, as  applicable,  or (b) the expiration of the fifteen
     (15) day period,  then this  option to cancel this Lease shall  become null
     and void. If Lessee timely and properly  exercises its right to cancel this
     Lease as provided  above,  Lessee  shall be entitled  to be  reimbursed  by
     Lessor for all costs,  direct and indirect,  incurred by Lessee  related to
     this  transaction,   including  the  costs  and  expenses  of  the  Initial
     Alterations  incurred by Lessee, less, however, the amount of any Allowance
     paid over by Lessor to Lessee or to  Lessee's  contractors,  suppliers  and
     vendors on Lessee's behalf. As consideration for such payment, Lessee shall
     assign over to Lessor all right,  title and  interest in and to any and all
     of the Initial Alterations, including any furniture, fixtures and equipment
     purchased  by or for Lessee with the  Allowance,  all of which shall become
     Lessor's property as of the effective date of cancellation.


         (F) (i) In the event that Lessee  timely and properly  exercises one of
the its rights to cancel this Lease afforded in Subsection (D) or Subsection (E)
of this Section  above,  and except  where Lessee  cancels this Lease due to the
fact that it is legally prohibited from lawfully occupying the Original Premises
or a  substantial  portion  thereof  (as  such  term  "substantial  portion"  is
hereinafter  defined -in  Subsection  (G) of the Section of this Lease  entitled
"RENT") for its  regular  business  operations  due the lack of  completion,  or
agreement on completion,  of Fire/Life Safety  Modifications,  Lessor and Lessee
shall recognize that certain office lease for the Original Premises,  dated July
8, 1988, by and between Lessor and Lessee, as amended to the date of this Lease,
(the "Original Lease"),  and the Original Lease shall be reinstated as if it had
continued in full force and effect through Commencement Date 1, and Lessee shall
be  permitted  to continue to lease the Original  Premises  through  October 31,
1998, as and to the extent provided for in the Original Lease. Lessee shall have
no rights thereafter to the Additional Premises, nor to any rights arising under
this Lease,  this Lease being  deemed null and void as of the date of receipt by
Lessor of  Lessee's  notice  of  cancellation  to  Lessor.  If this  Lease is so
canceled,  Lessor,  by such  cancellation  action,  shall be  liable  under  the
Original  Lease for all  Monthly  Rent and  additional  rent  arising  under the
Section of the Original  Lease  entitled  "RENTAL  ESCALATION  FOR  INCREASES IN
EXPENSES,"  which would have accrued from and after January 1, 1997, but for the
termination of the Original Lease. Against that accrued liability,  Lessee shall
be given credit for any Monthly  Rent paid by Lessee to Lessor  pursuant to this
Lease. Lessee shall pay any deficiency within thirty (30) days after the date of
receipt of Lessor's  notice to Lessee  advising Lessee of the amount of any such
deficiency.  In the event that this Lease is cancelled  and the  Original  Lease
reinstated due to Lessee's inability to have access to the Additional  Premises,
Lessor agrees  thereafter to cooperate with Lessee to seek to provide Lessee, at
Lessee's sole option, with interim office space in the Building of rentable area
approximately  the rentable  area of the  Additional  Premises to meet  Lessee's
needs as of the applicable cancellation date. If such space is provided,  Lessee
agrees to lease  such  space  upon the  terms of the  Original  Lease,  with the
monthly rent for such area being based upon the effective rental rate per square
foot per  month  then in  effect  under  the  Original  Lease  for the  Original
Premises.  Lessee  will  lease  such  space  in its  "as is"  condition  without
requiring any changes or modifications by Lessor.

          (ii) Where Lessee is prevented  from  lawfully  occupying the Original
Premises for its regular business  purposes due to Lessor's failure to complete,
or in lieu  thereof  failure to reach  agreement  to complete  Fire/Life  Safety
Modifications,  the cancellation of this Lease by Lessee through the exercise of
its rights under  Subsection  (E) of this Section shall also serve to cancel the
Original  Lease.  In that  instance and within thirty (30) days after the timely
delivery to Lessor of the notice of cancellation arising due to Lessee's lose of
its lawful right to occupy the Original  Premises  because of the absence of, or
lack of agreement upon Fire/Life Safety  Modifications,  Lessee shall vacate the
Original  Premises  and the  Additional  Premises as if the Lease had  naturally
expired at the end of its initial term and any ongoing obligations of Lessor and
Lessee shall be governed solely by the provisions of this Lease.

         (G) When Lessee and Lessor have  executed  this Lease and Lessee  holds
possession of the Original  Premises  pursuant to this Lease,  Lessor and Lessee
shall  execute  the  "Declaration  as to  Date of  Delivery  and  Acceptance  of
Possession  of Original  Premises,  " attached  hereto as Exhibit D. When Lessee
accepts possession of the Additional  Premises,  Lessor and Lessee shall execute
the  "Declaration  as to  Date of  Delivery  and  Acceptance  of  Possession  of
Additional  Premises,  " attached  hereto as Exhibit  D-1,  which shall  specify
Commencement  Date 2. Execution of this document shall not be deemed a condition
to the occurrence of Commencement Date 2.

(H)  If Lessee has the right to cancel this Lease  pursuant to Subsection (E) of
     this Section, and if the Codes would permit Lessee to construct the Initial
     Alterations and  subsequently  to lawfully  occupy the Demised  Premises if
     interim  fire  and  life  safety  devices  were  installed  in the  Demised
     Premises,  then Lessee may, in lieu of cancellation of this Lease, and with
     Lessor's prior approval, which approval may not be unreasonably withheld or
     delayed,  modify the Initial  Alterations  to include  installation  of the
     interim fire and life safety devices in the Demised  Premises  permitted by
     the  Codes  so  that  Lessee  can  construct   Initial   Alternations   and
     subsequently  lawfully use and occupy the Demised Premises,  without Lessor
     first having  completed the Fire/Life  Safety  Modifications or alternately
     reached an  agreement  with the  District of Columbia  binding  upon Lessor
     related to Fire/Life Safety Modifications.  By Lessee undertaking such work
     and installing as applicable  such interim  devices,  Lessee  automatically
     waives  its right to cancel  this  Lease as  otherwise  afforded  to Lessee
     pursuant to Subsection (E) above of this Section. If Lessee does modify the
     Initial Alterations to include approved interim devices that will permit it
     to  lawfully  occupy  the  Demised  Premises,  then at such  time as Lessor
     completes  the  Fire/Life  Safety  Modifications,  Lessor shall pay for the
     costs of (i)  connection to base building fire and life safety  systems and
     (ii) any retrofitting of the fire and life safety improvements installed by
     Lessee in the Demised  Premises as part of the Initial  Alterations,  which
     are  necessary  for  Lessee's  continued  lawful  occupancy  of the Demised
     Premises for Lessee's  regular business  operations.  Lessor shall also pay
     for the  reasonable  costs of  patching  and  repairing  damage  to  tenant
     improvements  in the Demised  Premises  including the Initial  Alterations,
     caused  by  removal,  if  necessary,  of the fire and life  safety  interim
     devices.


3.       USE

         Lessee  shall use and occupy the  Demised  Premises  solely for general
office  purposes in  accordance  with the  applicable  zoning  regulations.  The
Demised  Premises  shall not be used for any  other  purpose  without  the prior
written consent of Lessor.  Lessee shall not use or occupy the Demised  Premises
for any  unlawful  purpose,  and will comply  with all present and future  laws,
ordinances,  regulations, and orders of all governments, government agencies and
any other public authority having jurisdiction over the Demised Premises. Lessee
may not use, store or dispose of any hazardous materials on or about the Demised
Premises,  except as  necessary  to the normal  and  ordinary  operation  of its
business in the Demised Premises,  and then such use, storage and disposal shall
only be in accordance with applicable environmental rules and regulations.


4.       RENT

         (A) Lessee  covenants  and agrees to pay to Lessor  rent of any kind or
nature,  including Monthly Rent 1 (as hereinafter  defined),  Monthly Rent 2 (as
hereinafter  defined) and any sums,  charges,  expenses and costs  identified in
this  Lease  as  additional  rent to be  paid  by  Lessee  to  Lessor.  Lessee's
obligation to pay rent for the Original Premises shall begin on the Commencement
Date I (hereinafter the "Rent Commencement Date I "); Lessee's obligation to pay
rent for the  Additional  Premises shall begin on the date that is three hundred
(300) calendar days after Commencement Date 2 (hereinafter such later date being
referred to as the "Rent  Commencement Date 2"). All rent obligations  stated in
this Lease shall  continue to remain an  obligation  of Lessee until  completely
satisfied.

         Lessee  shall  make all  payments  of rent by  check,  payable  to "The
Greystone Square 127  Associates," and delivered to P.O. Box 91852,  Washington,
DC  20090-1852,  or to such other  party or to such other  address as Lessor may
designate  from time to time by  written  notice to Lessee,  without  demand and
without deduction, set-off or counterclaim. If Lessor shall at any time or times
accept rent after it shall become due and  payable,  such  acceptance  shall not
excuse delay upon  subsequent  occasions,  or constitute,  or be construed as, a
waiver of any or all of Lessor's rights hereunder.

         (B) The initial  monthly  rent for the Original  Premises  (hereinafter
referred to as "Monthly  Rent 1") as of Rent  Commencement  Date 1, which Lessee
hereby  agrees to pay in advance to Lessor and Lessor  hereby  agrees to accept,
shall be One Hundred Two Thousand  Seven  Hundred  Fifty and  83/100ths  Dollars
($102,750.83). The initial monthly rent for the Additional Premises (hereinafter
referred to as "Monthly  Rent 2") as of Rent  Commencement  Date 2, which Lessee
hereby  agrees to pay in advance to Lessor and Lessor  hereby  agrees to accept,
shall be Twenty-five Thousand Seventy-seven and 83/100ths Dollars ($25,077.83).

         (C)  Monthly  Rent 1 and  Monthly  Rent 2  shall  each  be  subject  to
adjustment as provided in the Section of this Lease entitled "ANNUAL  ESCALATION
OF MONTHLY RENT." The term "Monthly Rent" shall mean collectively Monthly Rent 1
and Monthly Rent 2 as specified above and as subsequently  adjusted  pursuant to
the operation of that Section of this Lease or as otherwise modified in response
to Lessee's exercise of any rights to lease other space in the Building pursuant
to this Lease.

         (D) Monthly Rent as specified  above shall be payable in advance on the
first day of each  calendar  month during the term of this Lease  following  the
applicable Rent Commencement Date. Additionally, Lessee shall be credited toward
the  payment  of  Monthly  Rent  first due and owing  under  this Lease with any
payment of Monthly Rent and  additional  rent  arising  under the Section of the
Original Lease entitled  "RENTAL  ESCALATIONS  FOR INCREASES IN EXPENSES" of the
Original  Lease  made by Lessee  for those rent  obligations  arising  under the
Original  Lease from and after January 1, 1997.  Lessee shall also pay to Lessor
with the payment of Monthly Rent such payments of  additional  rent provided for
in the Section of the Lease entitled,  "OPERATING EXPENSES,  OPERATING COSTS AND
REAL ESTATE TAXES."

         (E) If Rent  Commencement  Date 1, and therefore the  obligation  under
this Lease to pay Monthly  Rent 1, begins on a day other than the first day of a
calendar  month,  then  Monthly Rent I from such date until the first day of the
following calendar month shall be prorated at the rate of one-thirtieth (1/30th)
of  Monthly  Rent I for  each day of that  month  from  and  including  the Rent
Commencement   Date  1,  payable  in  advance,   as  specified  above.  If  Rent
Commencement Date 2, and therefore the obligation under the Lease to pay Monthly
Rent 2,  begins on a day other  than the first  day of a  calendar  month,  then
Monthly  Rent 2 from such date  until  the first day of the  following  calendar
month shall be prorated at the rate of one-thirtieth  (1/30th) of Monthly Rent 2
for each day of that  month from and  including  the Rent  Commencement  Date 2,
payable in advance, as specified above.

         (F) If Lessor was unable to deliver the Additional Premises in Delivery
Condition  by May 31,  1997,  and the  Commencement  Date 2 is a date after such
date,  then provided  Lessee has not exercised any right to cancel this Lease as
provided in the Section of this Lease entitled  "TERM," Lessee shall be entitled
to and Lessor  shall  recognize  as a credit to Monthly  Rent 2 (as  hereinafter
defined)  applicable  after  Rent  Commencement  Date 2 an  amount  equal to the
product of (i) the amount of Monthly Rent 2 per calendar  day  (calculated  on a
thirty (30) day month), times (b) the number of calendar days after May 31, 1997
that Lessor is delayed in the delivery of the  Additional  Premises to Lessee in
the Delivery Condition.

         (G) (i) In the event that Lessor has not completed the Fire/Life Safety
Modifications or alternatively  reached  agreement with the District of Columbia
binding upon Lessor  concerning  undertaking the Fire/Life Safety  Modifications
and such failure (a) results in the District of Columbia causing Lessee to cease
use of all or a portion of the Original  Premises for Lessee's  regular business
operations at some point in time after  Commencement Date 1, (b) delays Lessee's
right to lawfully occupy the Additional  Premises for Lessee's  regular business
operations,  or (c) both, then for so long as Lessee is prevented from occupying
some or all of the Demised  Premises for it regular business  operations  Lessee
will be  entitled  to an  abatement  of Monthly  Rent,  but only as  hereinafter
provided in this Subsection.

                  (ii) (a) Where Lessee is notified by the  Reviewing  Officials
that the  issuance of Permits  will be delayed  solely due to the absence of, or
alternatively  the failure of Lessor to agree with the District of Columbia upon
the  completion  of, the Fire/Life  Safety  Modifications  and such delay in the
issuance of Permits  continues  for a period of more than  thirty (30)  calendar
days,  (b)  where  Lessee  is  delayed  in  the  installation,   fabrication  or
construction of Initial  Alterations for more than thirty (30) calendar days and
such delay is due solely to the absence of, or  alternatively  to the failure of
Lessor  to agree  with the  District  of  Columbia  upon the  completion  of the
Fire/Life  Safety  Modifications,  or (c) where Lessee's lawful occupancy of the
Additional  Premises is delayed for more than  thirty (30)  calendar  days after
substantial  completion of Initial  Alterations  and such delay is due solely to
the  absence  of, or  alternatively  the  failure  of  Lessor to agree  with the
District of Columbia upon the completion of, the Fire/Life Safety Modifications,
and in any case Lessee has- not  cancelled  this Lease as provided in Subsection
(E) of the Section of this Lease  entitled  "TERM",  Lessee shall be entitled an
abatement  of Monthly Rent 2. The amount of abatement of Monthly Rent 2 shall be
equal-to  one  thirtieth  (1/30th) of the amount of Monthly  Rent 2 for each day
that Lessee is so delayed after the expiration of the applicable thirty (30) day
period from  occupying  the  Additional  Demised  Premises for Lessee's  regular
business  operations.  Any abatement of Monthly Rent 2 herein  provided shall be
applied to Lessee's  obligation  for Monthly  Rent 2 otherwise  arising from and
after the Rent  Commencement  Date 2. Any accrual of abated Monthly Rent 2 under
this  Subsection  shall  cease as of the  earlier  of (x) the date  that  Lessee
obtains the Permits for Initial  Alterations,  (y) the date that Lessor delivers
to Lessee the last of any required  Completion  Notices  specified in Subsection
(D) of the Section of this Lease  entitled  "DEMISED  PREMISES," or (z) the date
Lessee  completes  installation  of interim fire and life safety  devices  which
permit Lessee to lawfully occupy the Demised Premises.

(iii)Where Lessee's lawful  occupancy of the Original  Premises or a substantial
     portion thereof for Lessee's  regular  business  operations is prevented by
     order  of an  Inspecting  Official  from  and  after  the  commencement  of
     construction of Initial Alterations,  and such interruption in occupancy is
     solely due to the  absence  of, or  alternatively  the failure of Lessor to
     agree with the District of Columbia upon the  completion  of, the Fire/Life
     Safety  Modifications,  then  Monthly  Rent 1 shall be abated from the date
     that Lessee's occupancy of the Original Premises or the substantial portion
     thereof for its regular business  operations is required by the District of
     Columbia to cease.  The amount of Monthly  Rent I to be abated from time to
     time and day for day shall be equal to one-thirtieth  (1/30th) of an amount
     equal to the product of Monthly  Rent 1 times a fraction  the  numerator or
     which is the area of the Original  Premises that Lessee cannot  lawfully be
     occupied  on that day for  Lessee's  regular  business  operations  and the
     denominator of which is the area of the Original Premises. Any abatement of
     Monthly Rent I under this  Subsection  shall cease as of the earlier of (a)
     the date that Lessee  receives notice from the District of Columbia that it
     may lawfully  re-occupy the Original  Premises or the portion thereof,  (b)
     the date that Lessor delivers to Lessee the last of any required Completion
     Notices  specified in Subsection  (D) of the Section of this Lease entitled
     "DEMISED PREMISES",  (c) the date Lessee completes  installation of interim
     fire and life safety  devices  which permit  Lessee to lawfully  occupy the
     Demised Premises, or (d) the effective date of cancellation of this Lease.


For  the purposes of this Lease the phrase  "substantial  portion" shall mean in
     excess  of  twenty  percent  (20%)  of the  rentable  area of the  Original
     Premises.  As and to the extent that lawful  occupancy  of less than all of
     the  Original  Premises is  involved  and there is a  disagreement  between
     Lessor  and  Lessee as to whether a  substantial  portion  of the  Original
     Premises is effected,  and the determination by the District of Columbia is
     not  dispositive  on the  matter,  then  Lessor and Lessee  agree that such
     determination shall be made by Lessee's architect,  applying  -professional
     standards to its evaluation of what portion of the Original Premises cannot
     be  lawfully  used for  Lessee's  regular  business  operations  due to the
     District of Columbia's determination.,


5.       OPERATING EXPENSES, OPERATING COSTS AND REAL ESTATE TAXES

         (A) If the  Operating  Expenses  (as  defined  below)  of the  Building
increase during any calendar year after calendar year 1997 (hereafter called the
"Base  Year"),  Lessee  shall  pay  to  Lessor,  as  additional  rent,  Lessee's
proportionate  share  of the  increase  in  such  Operating  Expenses.  Lessee's
proportionate share shall be the percentage which the total rentable square feet
of the Demised  Premises bears to the total  rentable  square feet of office and
retail areas in the Building,  which  percentage as of the  Commencement  Date 1
shall be 17.04%,  and which percentage as of the Rent  Commencement Date 2 shall
be 21.20%.  The amount of such  percentage to be paid by Lessee for any calendar
year shall be the percentage of the calendar year that the Demised Premises were
leased by Lessee.

         (B) The term "Operating  Expenses" shall mean (i) any and all expenses,
charges and fees incurred in connection with managing,  operating,  maintaining,
servicing,  insuring and  repairing  the  Building,  atrium (if any) and related
exterior appurtenances,  and (ii) the costs and expenses of capital improvements
made subsequent to the Base Year and (a) reasonably intended to reduce Operating
Expenses or Operating Costs (as  hereinafter  defined) or (b) required by public
authorities to bring the Building or the Land in compliance with applicable laws
or  regulations,   enacted  or  amended  after  the  date  of  this  Lease  (but
specifically  excluding  the cost and expenses  incurred by Lessor for Fire/Life
Safety Modifications), with the costs and expenses of those capital improvements
(with interest at (1) Lessor's  reasonable,  actual cost of funds, or (2) if the
improvement is not financed,  the prime rate reported in the Wall Street Journal
being amortized over the Approved. Period (as hereinbelow defined) and with only
the  amortized   amount  of  the  costs  and  expenses  of  those   improvements
attributable  to a calendar year being an element of Operating  Expenses in that
particular  calendar year). The "Approved Period" shall mean the economic useful
life of the  improvement,  except that, with respect to an improvement  made for
the  purpose of  reducing  Operating  Expenses or  Operating  Costs,  Lessor may
amortize the expense over the period such that the yearly amortization amount is
equal to the projected annual savings as reasonably estimated by Lessor.

         (C) Operating  Expenses shall not include the following:  (i) the costs
and expenses of painting or  decorating  of other than public or common areas of
the Land (as'  hereinafter  defined)  and the Building and costs and expenses of
capital  improvements,  except those specifically  permitted and provided for in
Subsection (B) of this Section of the Lease;  (ii) interest and  amortization of
mortgages,  financing costs, including points,  commitment fees and broker fees;
(iii) base ground rent, if any (i.e., exclusive of real estate taxes, utilities,
insurance and other "net" elements constituting rent under a ground lease); (iv)
depreciation of the Building; (v) compensation paid to officers or executives of
Lessor or Agent above the grade of a general manager;  (vi) leasing commissions;
(vii) income or franchise taxes; (viii) the cost of correcting structural or any
other latent defects in the initial construction or subsequent renovation of the
Building;  (ix) any cost for which Lessor is  reimbursed  in full by  insurance,
warranty or similar  third party  proceeds  (except for  reimbursements  made by
tenants pursuant to lease provisions similar to the provisions of this Section);
(x) those marketing and advertising  costs relate d to the marketing and leasing
of the Building  (including  allowances,  abatements and other rent  concessions
granted to a  tenant);  (xi)  expenses  in  connection  with  services  or other
benefits of a type or quantity beyond the scope of this Lease which are not made
available  to Lessee  but which are  provided  to one or more  other  tenants or
occupants of the  Building (it being the intent of the par-ties  that Lessee not
"subsidize"  services  made  available  to other  tenants of the  Building at no
additional  charge to such  tenants);  (xii)  attorney's  fees and  other  costs
incurred  by  Lessor  (a) in the  preparation  or  negotiation  of leases in the
Building and amendments thereto,  (b) in the enforcement of any such lease or in
connection  with a tenant  dispute,  and (c) in  connection  with  disputes with
prospective tenants, employees, purchasers or mortgagees of the Building; (xiii)
any  governmental  fines or penalties  incurred by Lessor due to  violations  by
Lessor of any governmental rules or regulations; (xiv) costs, including permits,
licenses,  and inspection  costs,  incurred with respect to the  installation of
tenant  improvements  for new tenants in the  Building;  (xv)  rentals and other
related  expenses  (including  late fees,  penalties and  interest)  incurred in
leasing  air  conditioning  systems,  elevators  or other  equipment  ordinarily
considered  to be of a capital  nature,  except  equipment  not  affixed  to the
Building  which is used in  providing  janitorial  or  similar  services;  (xvi)
electrical  power costs for which any tenant  directly  contracts with the local
public service  company;  (xvii) overhead and profit increment paid to Lessor or
to  subsidiaries  or  affiliates  of Lessor for  services in the Building to the
extent the same exceeds the market costs of such services rendered by comparable
unaffiliated third parties on a competitive basis; (xviii) charitable, political
and  civic  contributions  of  Lessor;  (xix)  costs  of  purchasing  paintings,
sculptures or other art work for display in the  Building;  (xx) for the initial
term of this Lease only, management fees in excess of three percent (3 %) of the
aggregate of all gross receipts  derived from the Building;  provided,  however,
that for any  period  of time  that  Building  gross  receipts  fall  below  the
applicable  minimum  threshold  level for  purposes  for  calculating  the gross
receipts  for the  Building  under the Building  management  contract  (and as a
result  thereof a  "minimum  management  fee" shall be payable in lieu of a flat
percentage of gross receipts of the Building),  the cap on management fees shall
be three percent (3 %) of the aggregate of all gross  receipts  derived from the
Building  as if it  were  fully  leased  for  such  period;  (xxi)  professional
accounting  expenses other than those accounting expenses incurred by Lessor (a)
in accordance  the  provisions of this Section  concerning the audit of Lessor's
books and records, but not including the cost of Lessor's response to a tenant's
request to audit  Lessor's  books and  records,  or (b) in  connection  with the
completion of forms or other documents  required by any state,  county,  federal
government  or other  governmental  or  quasi-governmental  entity  which relate
solely  to the  ownership  and  operation  of the  Building  and the  Land  (and
specifically  excluding  Lessor's income tax returns);  (xxii) general corporate
overhead and administrative  expenses of Lessor (including  salaries and general
corporate overhead and administrative expenses of Lessor (including salaries and
other compensation paid to officers and executives of Lessor )) unless otherwise
provided herein;  (xxiii) late charges incurred by Lessor for its failure to pay
timely any mortgage  installment,  any Operating Expense, any Operating Cost, or
Real Estate Taxes; (xxiv) costs and expenses paid by the parking garage operator
or  otherwise  related to the  operation  of the  Building  garage  (other  than
electricity and water, Real Estate Taxes and insurance  premiums payable for the
Building  (as it  includes  the  garage),  all of which  shall be included as an
Operating  Expenses,  Operating  Costs,  or in Real Estate Taxes as applicable);
(xxv) reserves for repairs, maintenance and replacements;  (xxvi) costs incurred
in connection  with the sale,  financing,  refinancing,  mortgaging,  selling or
change of ownership of the Building or the Land;  (xxvii) any compensation  paid
to clerks,  attendants or other persons in commercial  concessions  operated for
profit by Lessor;  (xxviii)  costs of cleanup of any Materials  (as  hereinafter
defined) in, on or under the  Building or Land (other than in the normal  course
of  business,  such as de minimis  oil or  gasoline  leaks from  vehicles or the
spills  of  oil  used  in  the  chillers  or  back-up  generator),  except  that
notwithstanding  the  foregoing,  Lessor  shall not be required to exclude  from
Operating  Expenses  any costs  incurred  by  Lessor  as a result  of  Materials
resulting  from  any  acts  or  omissions  of  Lessee,  its  employees,  agents,
contractors,  guests,  licensees,  or invitees  (xxix)  moving  expense costs of
tenants of the Building; (xxx) the costs of overtime HVAC service payable by any
tenant to Lessor;  (xxxi) costs of repairs or replacements incurred by reason of
fire or other insured  casualty or  condemnation  (provided  Lessor has paid the
insurance  premiums for any such  insurance  required to be maintained by Lessor
pursuant to this Lease,  and in the event Lessor  fails to so pay any  insurance
premiums as and when  required,  Lessee shall not be liable for the cost of such
repairs or  replacements);  (xxxii) bad debt loss,  rent loss,  or reserves  for
either of them;  and  (xxxiii)  costs of  improving,  altering  constructing  or
redecorating  any space  leased to tenants of the  Building;  (collectively  the
"Excluded Items"). Operating Expenses shall also not include Operating Costs (as
defined in (E) below) or Real Estate  Taxes (as defined in (G) below).  Rent for
the off-site management office and salaries or other compensation paid by Lessor
to persons who are engaged in the management,  repair,  maintenance or operation
of the Building (at the level of a "general  manager" or below) as well as other
buildings  in the  surrounding  area  ("Other  Buildings")  shall be included as
Operating Expenses, but such off-site management office rent and salary or other
compensation shall be allocated  equitably to the Building based upon the square
footage of the Building and the total square  footage of all Other  Buildings to
which such  persons  provide  management,  repair,  maintenance  or  operational
services,  unless in Lessor's  reasonable  judgment,  extenuating  circumstances
apply which warrant the determination of such allocation on a different basis.

         (D) If the Operating Costs (as defined below) of the Building  increase
during any calendar  year after the Base Year,  Lessee  shall pay to Lessor,  as
additional rent, Lessee's  proportionate share of the increase in such Operating
Costs.  Lessee's  proportionate  share shall be the  percentage  which the total
rentable square feet of the Demised  Premises bears to the total rentable square
feet of all office area in the Building, which percentage as of the Commencement
Date 1 shall be 18.17 %, and which  percentage  as of Rent  Commencement  Date 2
shall be  22.66%.  The  amount of such  percentage  to be paid by Lessee for any
calendar  year shall be the  percentage  of the  calendar  year that the Demised
Premises were leased by Lessee.

         (E) The term "Operating Costs" shall mean the costs of (i) the cleaning
contract(s)  and  cleaning  supplies,  (ii)  electricity  and  water,  and (iii)
elevator  maintenance  contracts.  Operating  Costs shall not include  Operating
Expenses, Excluded Items, or Real Estate Taxes.

         (F) If the Real Estate Taxes  increase  during any calendar  year after
the Base  Year,  Lessee  shall  pay to  Lessor,  as  additional  rent,  Lessee's
proportionate  share  of the  increases  in such  Real  Estate  Taxes.  Lessee's
proportionate share shall be the percentage which the total rentable square feet
of the Demised  Premises bears to the total  rentable  square feet of all office
and retail areas in the Building, which percentage as of the Commencement Date 1
shall be 17.04%,  and which percentage as of Rent  Commencement  Date 2 shall be
21.20%. The amount of such percentage to be paid by Lessee for any calendar year
shall be the  percentage  of the calendar  year that the Demised  Premises  were
leased by Lessee.

         (G) The term "Real Estate Taxes" shall mean (i) any and all real estate
taxes and ad valorem taxes,  surcharges,  special  assessments and  impositions,
general and special, ordinary and extraordinary,  foreseen or unforeseen, of any
kind levied,  assessed,  or imposed  against the Building or land upon which the
Building is located (the "Land"),  (ii) vault rental,  (iii) expenses (including
reasonable  attorneys' fees,  appraisers' fees and expert witness fees) incurred
in  reviewing,  protesting  or seeking a reduction  of Real Estate  Taxes or any
assessment  related  thereto,  (iv) personal  property taxes based upon Lessor's
on-site  property  used in the  operation of the  Building,  (v) transit  taxes,
public project support,  rental,  sales, service transfer or value added tax, or
any other applicable taxes based upon the receipt of rent and any other federal,
state or local governmental charge (but not including income or franchise taxes,
capital stock, inheritance,  estate, gift, or any other taxes imposed based upon
or measured by Lessor's  gross income or profits,  unless the same is imposed in
lieu of real estate taxes or other ad valorem taxes, and (vi) any assessment for
a business  improvement  district established pursuant to applicable District of
Columbia law.

         (H) If there is any change by the  taxing  body in the period for which
any of the Real Estate Taxes are levied,  assessed or imposed, Lessor shall have
the  right,  in  its  sole  but  reasonable  discretion,   to  make  appropriate
adjustments  with respect to  computing  Real Estate Taxes for the Base Year and
increases in Real Estate Taxes.

         (I) Lessor shall notify Lessee prior to the beginning of calendar year.
1998 and each  calendar year  thereafter of Lessor's good faith  estimate of the
amount of Operating Expenses (the "Estimated Operating Expenses"), the amount of
Operating Costs (the "Estimated  Operating Costs") and the amount of Real Estate
Taxes (the  "Estimated Real Estate Taxes") that Lessor likely will incur for the
Building  during the coming calendar year. and pursuant to Paragraph (I) hereof,
shall advise Lessee of the amount of its Estimated  Payments (as defined  below)
for the coming calendar year.

         (J) Lessee shall pay to Lessor,  as additional rent, an amount equal to
the sum of (i)  one-twelfth  (1/12th)  of  Lessee's  proportionate  share of the
amount by which the Estimated  Operating  Expenses exceed the Operating Expenses
for the Base Year, (ii) one-twelfth (1/12th) of Lessee's  proportionate share of
the amount by which the Estimated Operating Costs exceed the Operating Costs for
the Base Year, and (iii) one-twelfth (1/12th) of Lessee's proportionate share of
the amount by which Estimated Real Estate Taxes exceed the Real Estate Taxes for
the Base Year  (collectively  the "Estimated  Payments").  The components of the
Estimated  Payments  described  in items  (i),  (ii) and (iii) of the  preceding
sentence  shall be calculated  independently  without  reference to one another.
Lessee shall commence to make its first  Estimated  Payments on the first day of
January, 1998. Thereafter, Lessee shall make its Estimated Payments on the first
day of each  calendar  month.  Lessee shall pay the same amount of the Estimated
Payments until the amount is adjusted,  effective the next succeeding January 1,
based  upon  Lessor's  good  faith  determination  of  the  Estimated  Operating
Expenses,  Estimated  Operating  Costs and  Estimated  Real Estate Taxes for the
following calendar year.

         (K) Within ninety (90) days after the  expiration of each calendar year
(including the calendar years in which the  Commencement  Date and expiration or
earlier   termination  of  this  Lease  occurs),  a  firm  of  certified  public
accountants  selected by Lessor shall audit  Lessor's  books and records for the
Building.  Thereafter,  Lessor shall  determine  any  increase in the  Operating
Expenses.  Operating Costs and Real Estate Taxes for such calendar year over the
Operating Expenses, Operating Costs and Real Estate Taxes for the Base Year. The
Operating Expenses, Operating Costs and Real Estate Taxes for each calendar year
shall be those actually incurred,  provided,  however,  that if the Building was
not at least ninety-five  percent (95%) occupied during the entire calendar year
on a monthly weighted average basis, then those components of Operating Expenses
and of  Operating  Costs  identified  below as Variable le  Components  shall be
adjusted to project  those  components  of  Operating  Expenses and of Operating
Costs  would  have been if the  Building  had been  ninety-five  percent  (95 %)
occupied on a monthly  weighted  average basis during that entire calendar year.
The Variable Components of Operating Costs shall be:

                  (i)      the costs related to  consumption  of  electricity to
                           the  extent  standard  levels  of power are not to be
                           consumed in unoccupied tenant areas of the Building;

                  (ii)     the costs of char  services  to the  extent  standard
                           levels of such  services  are not being  provided  to
                           unoccupied   office  areas  and  provided   that  the
                           cleaning  contract  for the  Building  provides for a
                           cost  reduction in direct  proportion to the occupied
                           office areas of the Building being serviced;

                  (iii)    the costs related to consumption of water services to
                           the extent such  utility is not being  consumed  with
                           respect to the unoccupied areas of the Building; and,

                  (iv)     the costs related to consumption of sewer services to
                           the extent such  utility is not being  consumed  with
                           respect to the unoccupied areas of the Building.

The Variable  Component of Operating  Expenses  shall be management  fees to the
extent that rental income is not being received.  by Lessor on unoccupied  areas
of the Building.

         (L) Lessor shall submit to Lessee a statement  setting  forth  Lessor's
determination  of (i) any increases in Operating  Expenses,  Operating Costs and
Real Estate Taxes over the Operating  Expenses,  Operating Costs and Real Estate
Taxes, respectively for the Base Year; (ii) Lessee's proportionate share of such
increases;  and (iii)  Lessee's  net  obligation  for such  Operating  Expenses,
Operating  Costs and Real Estate  Taxes for the  calendar  year  ("Lessee's  Net
Obligation")  which  reflects  the credit of  Lessee's  Estimated  Payments  for
Estimated  Operating  Expenses,  Estimated  Operating  Costs and Estimated  Real
Estate  Taxes  during  the  prior  calendar  year.  In  computing  Lessee's  Net
Obligation,  increases in Operating  Expenses and Operating Costs, and increases
in Real Estate Taxes shall be computed  independently  without  reference to one
another. Within thirty (30) days after the delivery of such statement (including
any statement  delivered  after the  expiration or earlier  termination  of this
Lease),  Lessee  shall  pay  Lessor  the full  stated  amount  of  Lessee's  Net
Obligation.  If the aggregate amount of Lessee's  Estimated  Payments during the
prior calendar year exceeds Lessee's proportionate share of (i) the increases in
Operating  Expenses,  (ii) the  increases  in.  Operating  Costs,  and (iii) the
increases  in Real Estate  Taxes,  the  excess,  at  Lessor's  option,  shall be
refunded to Lessee or credited to Lessee's next arising payment of Monthly Rent,
until such excess is fully  refunded to Lessee or credited to Lessee as provided
above.

         (M) Lessee,  and/or a reputable agent of Lessee retained by Lessee may,
at Lessee's expense,  at reasonable times,  audit Lessor's books and records for
the Building  relating to Lessor's  determination of any increase or decrease in
the Operating  Expenses,  Operating Costs and Real Estate Taxes for the calendar
year for which Lessor's current determination is being made. In conjunction with
that audit of the current  year's  determination,  Lessee or its agent may audit
the two (2) immediately  preceding  calendar years. Any audit must be undertaken
and completed no later than twelve (12) full calendar months after the date that
Lessee receives notice of Lessor's current  determination.  Notwithstanding  the
foregoing Lessee may audit, except for the Base Year, a calendar year only once;
Lessee may audit the Base Year twice  provided  that all audits of the Base Year
must be completed prior to December 31, 2002.

         (N) Lessor shall compute the Operating  Expenses,  Operating  Costs and
Real Estate Taxes on the accrual basis. Any refund of Real Estate Taxes received
by Lessor  with  respect  to any period  during the term of this Lease  shall be
credited  to the year to which the refund  accrued  and not to the year in which
any such refund is received by Lessor;  thereafter the Lessee's  obligations for
additional rent for Real Estate Taxes for that year shall be recalculated  and a
refund made or credit given to Lessee,  provided that if a refund of Real Estate
Taxes  received is applicable to the Base Year,  then  Lessee's  obligation  for
additional rent pertinent to Real Estate Taxes for each year after the Base Year
shall be recalculated and any additional rent obligation arising therefrom shall
be noticed to Lessee and shall  become due and payable by Lessee  within  thirty
(30) days of receipt of Lessor's notice. Such additional amounts shall be deemed
to be for the purposes of this Lease additional rent.

6.       ANNUAL ESCALATION OF MONTHLY RENT

         (A)  Monthly  Rent  for  the  Demised  Premises  shall  be  subject  to
adjustment  and escalation as of January 1 of each calendar year during the term
of this Lease,  beginning on January 1, 1998.  As of each  January 1st,  Monthly
Rent for the  calendar  year  beginning  January I shall be equal to the Monthly
Rent  in  effect  for the  immediately  preceding  calendar  month  of  December
increased  by an amount  equal to (i) 1.5% times (H) the Monthly  Rent in effect
for that  immediately  preceding  calendar  month of December.  This increase in
Monthly Rent shall  become  effective as of January I and shall remain in effect
until  the next  adjustment  to  Monthly  Rent is made in  accordance  with this
Section of the Lease, subject however to any adjustment as may occur by Lessee's
exercise of its rights to lease other spaces of the Building as provided in this
Lease.

         (B)  Notwithstanding  the  forgoing,  and in lieu of any  adjustment to
Monthly  Rent on  January  1,  2002  pursuant  to  Subsection  (A) above of this
Section,  Monthly  Rent as of January 1, 2002 shall be equal to Monthly  Rent in
effect for the calendar  month of December  2001  adjusted  and  increased by an
amount  equal to  one-twelfth  (1/12th) of the product of (i) the then  rentable
area of the  Demised  Premises,  times  (ii)  Two and  00/ 1 00ths  Dollars  per
rentable square foot of the Demised Premises., This Monthly Rent, subject to any
adjustment as may occur by Lessee's exercise of any rights to lease other spaces
of the  Building  as  provided in this  Lease,  shall  remain in effect  through
December  2002.  As of January  1, 2003,  Monthly  Rent  shall be  adjusted  and
increased as provided in (A) above of this Section  during the  remainder of the
initial term of this Lease.


7.       PARKING

         (A) In  connection  with  Lessee's  leasing  of the  Original  Premises
pursuant to this Lease,  Lessor guarantees that it shall assure the availability
to Lessee of twenty-two  (22) parking  contracts for the parking  garage serving
the Building.  In connection with Lessee's  leasing of the Additional  Premises,
Lessor  guarantees  that it  shall  assure  the  availability  to  Lessee  of an
allocation of up to five (5) additional  parking contracts in the parking garage
serving the Building.  All of said allocation of said parking contracts shall be
for the use by  Lessee  and its  employees.  The  rights  to  parking  contracts
allocated to the Original  Premises  shall be deemed  vested by the execution of
this Lease by Lessor and Lessee. To vest the rights to parking contracts in that
parking garage related to the Additional Premises,  Lessee must notify Lessor in
writing of the number of parking  contracts  it  desires,  and Lessee must enter
into said  contracts  with the parking  garage  operator or manager within sixty
(60)  days  following  the  Rent  Commencement  Date 2 with  regard  to  parking
contracts  related  to  the  Additional  Premises.   Lessee  shall  be  directly
responsible to the parking  garage  operator for the payment of any and all fees
or  charges  thereunder.  Lessor  shall be under  no  obligation  to pay for any
parking  contracts.  These  parking  contracts  shall contain the same terms and
conditions as are usually contained in such contracts with other monthly parking
customers  of the parking  garage  operator,  and the monthly rate to be paid by
Lessee shall be the  prevailing  monthly rate charged to other  monthly  parking
customers,  said rate to increase and decrease as the prevailing monthly parking
rate for other monthly  parking  customers  increases and decreases from time to
time.

In the event Lessee fails to execute with the parking garage operator or manager
all or a portion of the monthly  parking  contracts  allocated to the Additional
Premises within applicable sixty (60) day period,  or subsequently  relinquishes
in any manner after vesting any parking contract (whether arising with regard to
the Original Premises,  the Additional Premises or any other space leased in the
Building by Lessee pursuant to this Lease),  Lessor shall be under no obligation
to seek restoration of the  relinquished  contracts or waive Lessee's failure to
execute said contracts.

         (B) As  and  when  Lessee  leases  additional  spaces  in the  Building
pursuant to this Lease,  Lessee  shall be entitled to and Lessor shall have made
available to Lessee one (1) additional  parking  contract for the parking spaces
serving the Building for each  seventeen  hundred fifty (1750)  rentable  square
feet of  additional  rentable  area so leased by Lessee.  Lessee must (i) notify
Lessor in writing within sixty (60) days following the commencement date of this
Lease  with  regard to such  space of its  desire  for all or a portion  of such
additional  parking  contracts,  and (ii)  enter  into said  number  of  parking
contracts with the parking garage operator or manager within such sixty (60) day
period.  All other  provisions  of this Section  shall be applicable to Lessee's
rights  to  such  contracts  and  Lessor's  obligation  to have  such  contracts
delivered to Lessee.


8.       OPTION TO TERMINATE

         (A) Lessor  grants to Lessee one (1)  option to  terminate  the term of
this  Lease  with  regard  to  the  entire  Demised  Premises  only,  with  such
termination  to  be  effective  as  of  11:59  p.m.,   December  31,  2003  (the
"Termination  Date"),  provided that Lessee  exercises  such option as set forth
below,  and further  provided that Lessee is not in default under this Lease (i)
due to its failure to timely make any payment of Monthly Rent, of any additional
rent arising  under and pursuant to the  provisions of the Section of this Lease
entitled "OPERATING  EXPENSES,  OPERATING COSTS AND REAL ESTATE TAXES", or both,
in any case after  notice of such  failure has been given to Lessee by Lessor as
hereinafter  provided  in this Lease and Lessee  has not  timely  exercised  its
opportunity to cure such failure as so provided, (ii) due to Lessee's bankruptcy
or insolvency,  (iii) due to Lessee's  assignment of this Lease in contravention
of the  provisions  of the  Section  of  this  Lease  entitled  "ASSIGNMENT  AND
SUBLETTING",  and  Lessee's  failure to timely cure or correct such matter after
notice has been given  thereof by Lessor,  (iv) due to  Lessee's  subleasing  of
areas within the Demised Premises to any party,  other than a Permitted Licensee
(as hereinafter  defined),  in contravention of the provisions of the Section of
this Lease entitled "ASSIGNMENT AND SUBLETTING",  and Lessee's failure to timely
cure or correct such matter after  notice has been given  thereof by Lessor,  or
(v) due to Lessee's having  undertaken  Alterations of the Demised Premises from
and after January 1, 2001 in  contravention  of the provisions of the Section of
this Lease entitled "ALTERATIONS",  the value of which Alterations as reasonably
estimated by Lessor are in excess  Seventy Five Thousand and 00/ 100ths  Dollars
($75,000.00)  and  Lessee's  failure to timely cure or correct such matter after
notice has been given  thereof by Lessor  (collectively  items (i)  through  (v)
being  hereinafter  referred  to as a  "Material  Default"),  either on the date
Lessee  notifies  Lessor of its intent to  exercise  this  option or at any time
thereafter up to and including the  Termination  Date.  Lessee may exercise this
option only by serving on Lessor  written  notice of its intent to exercise this
option no later than 5:00 p.m. on June 30, 2002.

         (B) As  consideration  for Lessor  granting  to Lessee  this  option to
terminate  the term of this Lease with regard to the  Original  Premises and the
Additional  Premises.,  and provided  that Lessee  subsequently  exercises  such
option to  terminate,  Lessee shall pay to Lessor on or before  thirty (30) days
prior to the Termination Date a termination fee in an amount equal to the sum of
(i) Four Hundred Forty-five Thousand and 00/100ths Dollars  ($445,000.00) (being
equal to approximately  thirty percent (30%) of (a) the unamortized value of the
Allowance  using a straight line  amortization  schedule and (b) the unamortized
value of leasing commissions incurred and paid by Lessor to Lessee's real estate
broker in  conjunction  with the  making of this Lease  (using a  straight  line
amortization  schedule  based upon a lease term of ten (10) calendar  years) and
(ii) the  product  of (a) three  (3)  times  (b) the sum of the then  applicable
Monthly Rent for the Original Premises and the Additional Premises, and Lessee's
then current  obligation for Estimated  Payments  (collectively such amounts due
and owing to Lessor under (i) and (ii) above being  defined in the  aggregate as
the "Termination Payment"). The Termination Payment shall be delivered to Lessor
in immediately available funds, United States of America currency.

                                    (C) If Lessee (i) is in Material  Default of
                  this Lease,  (ii) fails to timely and properly  give to Lessor
                  notice of Lessee's  exercise of this  option to  terminate  as
                  hereinabove   provided,   or  (iii)   fails  to  deliver   the
                  Termination  Payment  to  Lessor  no later  than  thirty  (30)
                  calendar days prior to the Termination Date, then Lessee shall
                  be deemed to have waived its rights to exercise this option to
                  terminate  and the  Lease  shall  continue  in full  force and
                  effect.  Lessee shall have no further  option to terminate the
                  term of this Lease before the expiration of its natural term.


         (D) If Lessee  timely,  properly and fully complies with all provisions
of this  Section of the Lease,  then the term of this Lease  shall  expire as of
11:59 p.m. on the  Termination  Date, as if the Lease had  naturally  expired on
such date,  with each party  being  equally  released  and  discharged  from any
obligations to observe the terms and conditions if this Lease accruing after the
Termination  Date.  Lessee shall  continue to be liable for all rent,  including
Monthly Rent and  additional  rent accrued,  including  additional  rent arising
through  application  of the  provisions  of the Section of this Lease  entitled
"OPERATING  EXPENSES,  OPERATING  COSTS AND REAL  ESTATE  TAXES",  and  accruing
through the  Termination  Date.  Lessee shall deliver  possession of the Demised
Premises to Lessor as of the  Termination  Date free of any existing  tenancies,
subtenancies and occupancies,  free and clear of personal property of Lessee and
such  others and in broom  clean  condition,  and with no claims (or  threats of
claims) of liens of any kind.

(E)  The Termination  Penalty  provided for in Section (B) of this Section shall
     apply only with regard to the  termination of this Lease with regard to the
     Original Premises and the Additional Premises.  If Lessee shall have leased
     any spaces in the Building  pursuant to the  provisions of this Lease,  and
     subsequently  gives  its  notice  of  termination  of this  Lease to Lessor
     pursuant to this Section,  Lessee shall be obligated to pay to Lessor, with
     the  Termination  Penalty,  as  additional  consideration  related  to  the
     termination of this Lease with.  regard to such  additional  space(s).  The
     consideration  for  termination  of this Lease with  regard to such  spaces
     shall be  determined  at the time Lessor and Lessee reach  agreement on the
     terms under which  Lessee shall lease such space from Lessor and the amount
     of such  termination  penalty with regard to such space shall be recited in
     any addendum to this Lease  reflecting  such  transaction.  The termination
     penalty fixed for and  applicable to any space so leased by Lessee shall be
     the  sum of (i) the  unamortized  value  of any  tenant  concessions  (e.g.
     buildout allowances, rent abatement, etc.) granted to Lessee in conjunction
     with  the  leasing  of such  space  (using  a  straight  line  amortization
     schedule),  (h) the unamortized value of any leasing  commissions  incurred
     and paid by Lessor in conjunction  with the leasing of such space to Lessee
     (using a  straight  line  amortization  schedule  based  upon a lease  term
     equivalent  to the  remainder of the term of this Lease with regard to such
     space, without consideration of any option to extend available), and

(iii) the  product  of three (3) times  the  applicable  rent for such  space or
spaces (e.g. Expansion Space On Monthly Rent (as hereinafter defined), etc.).


9.       OPTION TO EXTEND

         (A)  Lessor  grants to Lessee  one (1) option to extend the term of the
Lease for a period of five (5) years (the "Extension  Period"),  provided Lessee
exercises  such option as set forth below,  and provided  further that Lessee is
not in Material  Default  under this Lease  either on the date  Lessee  notifies
Lessor of its intent to exercise this option or at any time thereafter up to and
including  the date upon which the Extension  Period is to commence.  Lessee may
exercise this option to extend only by serving on Lessor  written  notice of its
intent to exercise  this option no later than June 30,  2005,  nor earlier  than
January 1, 2005.

         (B) Within  thirty  (30) days after the date Lessor  receives  Lessee's
notice,  if such notice is timely and properly  given,  Lessor shall  deliver to
Lessee Lessor's  determination of what Monthly Rent under the Lease should be as
of the commencement of the Extension Period as well as any escalation formula of
Monthly Rent applicable during the Extension Period;  Lessor's  statement of the
initial Monthly Rent shall be based upon Lessor's  reasonable  determination  of
what the Net Effective Market Rental Rate (as hereinafter defined) will be as of
the  commencement of the Extension  Period as well as its  determination  of the
then applicable Market Escalator (as hereinafter  defined).  For sixty (60) days
following the date Lessor delivers its  determination of these business terms to
Lessee,  Lessor and Lessee will attempt in good faith to reach mutual  agreement
on the these business terms under which Lessor is willing to lease to Lessee and
Lessee is willing to lease from Lessor the Demised  Premises  for the  Extension
Period.  The initial  Monthly Rent for the Extension  Period shall be based upon
one  hundred  percent  (100%) of the Net  Effective  Market  Rental Rate for the
Demised Premises as of the commencement of the Extension Period.

         The  Monthly  Rent during the  Extension  Period  shall  continue to be
subject to annual adjustment and escalation,  but such adjustment and escalation
shall be based upon the then  prevailing  mechanism  for  effectuating  periodic
escalation  of base rent in the market  place for office  leases in the  central
business  district  of  the  District  of  Columbia  (the  "Market  Escalator").
Additional rent for Operating Expenses, Operating Costs and Real Estate Taxes as
set forth in the Section of this Lease entitled,  "OPERATING EXPENSES, OPERATING
COSTS AND REAL ESTATE TAXES,  " shall  continue  uninterrupted  from the initial
term of the I-ease through the Extension  Period,  except that the Base Year (as
such term is defined in that Section) shall become calendar year 2007. All other
terms and  provisions  of the Lease shall remain in full force and effect during
the Extension Period,  except that Lessee shall have no further option to extend
the term of the Lease.

         (C) In the event  Lessor and Lessee  are  unable to agree  within  said
sixty (60) day period upon the Net Effective  Market Rental Rate for the Demised
Premises as of the  commencement  of the Extension  Period in order to determine
the initial  Monthly Rent for the Extension  Period or upon the then  prevailing
Market  Escalator,  then  the  Net  Effective  Market  Rental  Rate  as  of  the
commencement of the Extension Period upon which the initial Monthly Rent for the
Extension  Period  will  be  based,  the  Market  Escalator,  or both  shall  be
determined  by a board of three (3)  licensed  real estate  brokers.  Lessor and
Lessee shall each appoint one (1) broker  within ten (10) days after  expiration
of the sixty (60) day period,  or sooner if  mutually  agreed  upon.  The two so
appointed  shall  select a third  within  fifteen (15) days after they both have
been  appointed.  Each broker on said board shall be licensed in the District of
Columbia  as a Real  Estate  Broker,  specializing  in the  field of  commercial
leasing  in the  central  business  district  having no less than ten (10) years
experience in such field,  and recognized as ethical and reputable within his or
her field.  Each  broker,  within  fifteen  (15) days after the third  broker is
selected,  shall submit his or her  determination  of the Net  Effective  Market
Rental Rate as of the  commencement  of the  Extension  Period.  -Net  Effective
Market  Rental  Rate  shall  be  the  mean  of  the  two  closest   rental  rate
determinations,  and the initial Monthly Rent for the Extension  Period shall be
based upon the Net  Effective  Market Rental Rate. If the three broker method is
used to determine the Market Escalator, then the method identified by a majority
of the brokers as the prevailing method of effectuating  escalation of base rent
in the market  place  shall  become the Market  Escalator  during the  Extension
Period.

         "Net Effective  Market Rental Rate" shall mean the net effective annual
base rental rate,  taking into account  delivery of full building  services by a
landlord,  that would be received by a landlord  renting space of quality,  size
and  location  comparable  to the Demised  Premises in a building of  comparable
size,  age and quality  (taking into  account any  significant  renovation)  and
location to the Building in the central  business  district of Washington,  D.C.
for a comparable  transaction which is to be effective on or about the effective
date of the  transaction  in question  between  Lessor and  Lessee,  adjusted to
reflect that the  provisions  of the Section of the Lease  entitled,  "OPERATING
EXPENSES,  OPERATING COSTS AND REAL ESTATE TAXES" shall remain in full force and
effect (except for any change in the identification of the Base Year as and when
specified by the applicable  Section of this Lease), and that Monthly Rent shall
be subject to annual  adjustment  and  escalation  by a Market  Escalator.  "Net
effective  annual base rental rate" shall mean the stated or quoted  annual base
rental rate, based upon full service delivery by a landlord, adjusted to reflect
and include,  on a present value basis,  the value of landlord  costs,  landlord
savings and tenant concessions,  such as but not limited to, rent abatement, and
cash  allowances  or credits  for  tenant  fitout or  refurbishment,  then being
generally  experienced or offered in the  marketplace by landlords of comparable
buildings for comparable space for comparable lease transactions.

         Lessor and Lessee  shall each pay the fee of the broker  selected by it
and they shall share the payment of the fee of the third broker.

         (D) Lessor shall have  prepared an addendum  setting  forth the term of
the Extension  Period,  the initial Monthly Rent and other appropriate terms and
conditions  upon which the Demised  Premises will be leased during the Extension
Period. Lessor and Lessee agree in good faith to proceed to diligently negotiate
and execute such addendum with intent of having such addendum executed by Lessor
and Lessee  within  sixty (60) days after the date Lessor and Lessee  agree upon
the business terms for the extension of the term of this Lease, or alternatively
if  applicable  the date that the brokers  present their  determinations  of Net
Effective Market Rental Rate for the Extension Period.

         (E) This  Section  of the Lease  shall  become  null and void and of no
force and effect if Lessee  assigns this Lease or has  subleased at any one time
in excess of thirty  percent  (30%) of the area of the Demised  Premises as then
leased by Lessee,  to any party other than to a qualified  party  identified  in
Subsection  (D)  of  the  Section  of  this  Lease  entitled   "ASSIGNMENT   AND
SUBLETTING".

10.      OPTIONS TO EXPAND

         (A)  Lessor  grants to Lessee two (2)  options  to expand  the  Demised
Premises  during the term of this Lease.  The first option to expand the Demised
Premises (the "First Expansion  Option") shall apply at Lessee's election either
to (i) the premises  currently leased by Phillips  Petroleum Company  containing
approximately  8,548 square feet of rentable  area on the seventh (7th) floor of
the Building  (the "Minimum  Area"),  or (ii) the Minimum Area plus the premises
currently leased to Fiat Washington,  Inc. containing approximately 3,347 square
feet of rentable area  contiguous to the Minimum Area on the seventh (7th) floor
of the Building (the Minimum Area and the additional  premises being referred to
as the  "Expanded  Area").  Either  the  Minimum  Area or the  Expanded  Area as
selected by Lessee  shall  hereinafter  be referred to as the  "Expansion  Space
One".  The  Minimum  Area and the  Expanded  Area are  outlined  on Exhibit  A-2
attached hereto and made a part hereof.  The second option to expand the Demised
Premises  (the "Second  Expansion  Option")  shall apply to space on the seventh
(7th)  floor of the  Building,  having a rentable  area of  approximately  2,399
square feet (said area being  hereinafter  referred to as the  "Expansion  Space
Two").  Expansion Space Two is roughly  indicated on Exhibit A-3 attached hereto
and made a part hereof.  Expansion  Space One and the  Expansion  Space Two, are
hereinafter  sometimes,  singularly or  collectively,  referred to as "Expansion
Space. " Lessee's entitlement to each option to expand shall be conditioned upon
Lessee  exercising the applicable option to expand as set forth below. If Lessee
shall be in Material Default under this Lease either on the date Lessee notifies
Lessor of its intent to exercise the applicable  option to expand or at any time
thereafter up to and including the  commencement  date of the term of this Lease
with respect to the applicable  Expansion  Space,  then the option to expand the
Demised Premises with regard to the applicable Expansion Space shall become null
and void and of no further force and effect.

         (B)  (i)  Lessee  may  exercise  the  First  Expansion  Option  only by
delivering  written notice to Lessor,  not later than April 1, 1998, nor earlier
than October 1, 1997, specifying (i) its exercise of the First Expansion Option,
and (ii)  stating  whether the Minimum  Area or the  Expanded  Area is to be the
space defined as Expansion Space One. If Lessee timely and properly gives notice
of its exercise of this First Expansion  Option,  the commencement  date of this
Lease with regard to the Expansion  Space One, and the date Lessor shall deliver
possession  of the  Expansion  Space One to Lessee,  shall be April 1, 1999 (the
"Expansion Space One Lease Commencement Date"). In the event Lessor is unable to
deliver  possession  of the  Expansion  Space One to  Lessee  by April 1,  1999,
Lessor, its agents and employees, shall not be liable or (i) Lessee shall accept
the applicable Expansion Space, as part of the Demised Premises, in its then "as
is" condition,  existing on the date that possession of the applicable Expansion
Space is  delivered  to Lessee by  Lessor,  without  Lessor  being  required  to
undertake any demolition,  removals,  alternations,  improvements,  decorations,
repairs or modifications of that Expansion Space,  except that Lessor shall take
such steps as  reasonably  necessary to ensure that building  standard  services
specified in the Section of this Lease  entitled  "SERVICES AND  UTILITIES"  are
readily  available to that Expansion Space, that that Expansion Space is fit out
to a condition no less than building standard  condition as specified in Exhibit
B to this Lease,  and that base  building  fire and life  safety  systems of the
Building  are  sufficiently  in  compliance  with  applicable  local  codes  and
ordinances  such that Lessee may obtain a  certificate  of occupancy  for use of
that Expansion Space for Lessee's  business  purposes and that Lessee may obtain
all necessary  permits and licenses to permit Lessee to make  Alterations to the
Expansion  Space,  which  Alterations by their nature fall generally  within the
scope and kind of building standard improvements identified in Exhibit B to this
Lease.

                  (ii) The term of the  I-ease  with  respect  to the  Expansion
Space One shall commence on the Expansion Space One Lease Commencement Date, and
said term  shall be  coterminous  with the  initial  term of this  Lease and any
extension  thereof duly exercised by Lessee;  the term of the Lease with respect
to the  Expansion  Space Two shall  commence  on the  Expansion  Space Two Lease
Commencement  Date,  and said term  shall be  coterminous  with the term of this
Lease as duly extended by Lessee.

                  (iii) Lessee shall pay to Lessor,  as the initial monthly rent
for the Expansion Space One (hereinafter "Expansion Space One Monthly Rent"), an
amount equal to one-twelfth (1/12th) of the product of the number of square feet
of rentable  area  attributable  to the  Expansion  Space One  multiplied by one
hundred  percent (100%) of the Net Effective  Market Rental Rate projected to be
in effect as of the  Expansion  Space One  Commencement  Date and further to pay
Expansion  Space One Monthly Rent to Lessor with Monthly Rent;  Lessee shall pay
to Lessor,  as the initial  monthly rent for the Expansion Space Two ("Expansion
Space Two  Monthly  Rent"),  an amount  equal to  one-twelfth  (1 / l2th) of the
product  of the  number of square  feet of  rentable  area  attributable  to the
Expansion  Space  Two,  multiplied  by one  hundred  percent  (100%)  of the Net
Effective Market Rental Rate projected to be in effect as of the Expansion Space
Two  Commencement  Date and further to pay  Expansion  Space Two Monthly Rent to
Lessor with Monthly Rent. If Lessor and Lessee cannot reach agreement on the Net
Effective  Market  Rental  Rate  within  sixty (60) days  after the date  Lessor
receives  Lessee's  notice of  election  to exercise  the  applicable  Expansion
Option,  Net Effective  Market Rental Rate for the  applicable  Expansion  Space
shall be determined in accordance with the procedure set forth in Subsection (C)
of the Section of this Lease entitled  "OPTION TO EXTEND." Net Effective  Market
Rental  Rate  shall  take  into  account  that (i) any such  Monthly  Rent of an
Expansion Space shall be subject to periodic  escalation during the term of this
Lease as provided in Subsection (C)(vii) below of this Section,  and (ii) Lessee
shall be paying to Lessor with regard to such Expansion  Space  additional  rent
arising under the provisions of the Section of this I-ease  entitled  "OPERATING
EXPENSES,  OPERATING  COSTS AND REAL ESTATE  TAXES" and that the  calendar  year
fixed as the Base Year for the calculations under that Section of the Lease with
regard to the applicable Expansion Space shall be the calendar year in which the
appropriate  Commencement Date of this Lease with regard to that Expansion Space
occurs.

                  (iv) Lessee shall commence to pay Expansion  Space One Monthly
Rent, in advance, from and after the Expansion Space One Commencement Date.

                  (v) Lessee shall  commence to pay Expansion  Space Two Monthly
Rent, in advance, from and after the Expansion Space Two Commencement Date.

                  (vi)  Lessee  shall  commence  to  pay,  with  regard  to  the
applicable Expansion Space,  additional rent arising under the provisions of the
Section of this Lease entitled  "OPERATING  EXPENSES,  OPERATING  COSTS AND REAL
ESTATE TAXES" as of the applicable  Expansion Space  Commencement  Date,  except
that the  calendar  year fixed as the Base Year for the  purposes  of making the
calculations  under  that  Section  shall  be,  with  regard  to the  applicable
Expansion  Space, the calendar year in which the appropriate  Commencement  Date
fixed under the  applicable  provisions  of  Subsection  (B) above  occurs.  The
percentages of Lessee's  proportionate  shares of Operating Expenses,  Operating
Costs and Real Estate Taxes with regard to the applicable  Expansion Space shall
be determined by comparing the applicable  rentable area of the Expansion  Space
in question to the stated  rentable area of the office spaces of the Building or
the stated  rentable  area of the office and retail  spaces of the  Building  as
given in that Section of this Lease.

                  (vii) During the initial term of this Lease, each of Expansion
Space One Monthly Rent and Expansion  Space Two Monthly Rent as initially  fixed
shall be subject to adjustment  and increase as and when Monthly Rent is subject
to  adjustment  pursuant  to the  provisions  of Section of this Lease  entitled
"ANNUAL  ESCALATION OF MONTHLY  RENT," and in accordance  with the formula fixed
therein for increase and  escalation  of Monthly  Rent,  provided  that any such
increase in either  Expansion  Space One  Monthly  Rent or  Expansion  Space Two
Monthly  Rent shall be abated  during the period  from the  Expansion  Space One
Commencement  Date or the Expansion Space Two Commencement  Date, as applicable,
through the last day of the  calendar  month that is twelve  (12) full  calendar
months following the applicable  Commencement Date. During the Extension Period,
each of Expansion  Space One Monthly Rent and  Expansion  Space Two Monthly Rent
shall be subject to  adjustment  and increase by the  prevailing  mechanism  for
effectuating an escalation of Monthly Rent agreed upon by Lessor and Lessee,  or
as otherwise  determined  pursuant to the  provisions of  Subsection  (C) of the
Section of this Lease entitled "OPTION TO EXTEND".

                  (viii) All rent  accruing or related to any  Expansion  Space,
including but not limited to Expansion  Space One Monthly Rent,  Expansion Space
Two Monthly Rent and any additional rent attributable thereto,  shall be treated
as part of rent due and owing by Lessee to Lessor under this Lease.

                  (ix) All other terms and  conditions of this Lease shall apply
to each Expansion  Space,  except as the same are  specifically  modified by the
mutual written  agreement of Lessor and Lessee,  with the  applicable  Expansion
Space being deemed to become and be treated as part of the Demised Premises from
and after the applicable Expansion Space Commencement Date.

         (D) If Lessee duly and properly  exercises  the option to terminate the
term of this Lease as provided in the Section of this Lease entitled  "OPTION TO
TERMINATE", then Lessee by giving such notice of its election to terminate shall
be deemed to have waived  thereafter  any  further  rights  under this  Section.
Additionally Lessee shall be obligated to pay to Lessor as consideration for the
right to exercise such right of termination  with regard to any Expansion  Space
leased by Lessee  pursuant to this Section of the Lease,  a termination  payment
calculated as provided in Subsection  (E) of the Section of this Lease  entitled
"OPTION TO  TERMINATE"  Such  termination  payment  shall be due and  payable to
Lessor with the Termination Payment provided for in that Section of this Lease.

         (E) Lessor shall have prepared an addendum  setting forth the terms and
conditions for Lessee's leasing of the applicable  Expansion  Space.  Thereafter
Lessor and Lessee  agree in good faith to proceed to  diligently  negotiate  and
execute such addendum with intent of having such addendum executed by Lessor and
Lessee  within  sixty (60) days after the date Lessor and Lessee  agree upon the
business  terms  for  the  leasing  of  the  applicable   Expansion   Space,  or
alternatively   if   applicable   the  date  that  the  brokers   present  their
determinations  of Net Effective Market Rental Rate applicable to that Expansion
Space.
         (F) As  appropriate,  when Lessor  delivers  possession of an Expansion
Space to Lessee,  Lessor and Lessee shall  execute a document in the form of the
Declaration,  attached  hereto as Exhibit D-2, which shall specify the Expansion
Space One  Commencement  Date,  or a  document  in the form of the  Declaration,
attached  hereto as Exhibit D-3,  which shall  specify the  Expansion  Space Two
Commencement Date.

In each case,  execution of such document shall not be deemed a condition to the
occurrence of the applicable  commencement date of this Lease with regard to the
applicable Expansion Space.

         (G) This  Section  of the Lease  shall  become  null and void and of no
force and effect if Lessee assigns this Lease,  or has subleased at any one time
in excess of thirty  percent  (30%) of the area of the Demised  Premises as then
lease by  Lessee,  to any party  other  than a  qualified  party  identified  in
Subsection  (D)  of  the  Section  of  this.  Lease  entitled   "ASSIGNMENT  AND
SUBLETTING.


11.      FIRST RIGHT TO NEGOTIATE

(A)  Subject to the  conditions  subsequently  set forth in this  Section of the
     Lease,  Lessor  grants to Lessee and Lessee  shall have  during the term of
     this Lease the first right to negotiate to lease  additional  spaces on the
     seventh  (7th)  floor  of the  Building  (each  of such  areas  hereinafter
     referred to as a  "Negotiation  Area"),  provided that (i) Lessee is not in
     Material Default of this Lease either on the date Lessee notifies Lessor of
     its  intent  to  lease  the  applicable  Negotiation  Area or at any time t
     hereafter  up to and  including  the date upon  which the term of the Lease
     with respect to such Negotiation Area is to commence, and (ii) Lessee shall
     not have the benefit of this first right to negotiate (a) within the period
     twenty  four (24)  calendar  months  prior to the  calendar  month in which
     Lessee has the right to terminate the term of this Lease as provided in the
     Section  of this Lease  entitled  "OPTION  TO  TERMINATE"  unless and until
     Lessee waives, in a written document delivered to Lessor, Lessee's right to
     terminate  the term of this  Lease,  (b) within the period  January 1, 2004
     through December 31, 2006,  unless and until Lessee exercises its option to
     extend the term of this Lease  pursuant to the provisions of the Section of
     this Lease entitled  "OPTION TO EXTEND",  and (c) within the period January
     1, 2010 through December 31, 2011.


         (B)  Lessee's  right to  exercise  this first right to  negotiate  with
respect  to  any  specific  Negotiation  Area  granted  to  Lessee  pursuant  to
Subsection  (A) of this Section  shall be  subordinate  to and shall arise -only
upon the  expiration  of (i) the term of the  lease for such  Negotiation  Area,
including any options to extend,  held by the tenant of such Negotiation Area as
of the date first hereinabove stated, (ii) options to expand and first rights to
negotiate for such  Negotiation  Area,  held by any tenant of the Building as of
the date of this Lease first hereinabove stated, including options to extend the
term of any lease  therefor,  and (iii)  options  to expand  applicable  to such
Negotiation  Area,  extend  the  term of any  lease or both  held by any  tenant
leasing spaces on the seventh (7th) floor of the Building after the date of this
Lease first  hereinabove  stated (such  subsequent  tenant of the seventh  (7th)
floor being hereinafter referred to as a "Generic Tenant"), provided that in the
case of item (iii)  either  such space was  offered  to Lessee  pursuant  to the
provisions  of the  Section of this Lease  entitled  "OPTIONS TO EXPAND" or such
space was first  offered  to Lessee  pursuant  to this  Section of the Lease and
Lessee did not elect to  exercise  such  option to  expand,  or did not elect to
exercise  such first right to negotiate,  or if Lessee  elected to exercise such
first  right to  negotiate,  Lessor  and  Lessee  were  unable to agree upon the
business terms under which Lessee would lease the offered  Negotiation Area from
Lessor.  The  failure of Lessee to lease a  Negotiation  Area shall not serve to
permit  Lessor  to grant to any  Generic  Tenant  an option to expand or a first
right to negotiate for such space which would be in conflict with or superior to
Lessee's right to such space under the Section of this Lease  entitled  "OPTIONS
TO EXPAND," including any date of delivery of an Expansion Space as specified in
that Section of this Lease.  Any first right to  negotiate  for any space on the
seventh  (7th)  floor of the  Building  granted to any Generic  Tenant  shall be
inferior to Lessee's rights to such space as Negotiation Area under this Section
of the Lease.  Lessor  advises  Lessee that,  as of the date of this Lease first
hereinabove  stated,  no tenant in the Building as of the date of this Lease has
any rights under paragraphs (i) and (ii) above of this Subsection with regard to
any spaces on the seventh (7th) floor of the Building.

         (C) Provided that all other superior rights for a Negotiation Area have
expired or been  waived,  Lessor  shall  advise  Lessee,  at such time as Lessor
determines  that a Negotiation  Area is or will become  available for leasing to
Lessee, of the availability of such Negotiation Area and the business terms upon
which Lessor is willing to lease that Negotiation Area to Lessee. Lessor may not
give such notice of  availability  more than twelve  (12) full  calendar  months
prior to the scheduled  date of  expiration of any then existing  lease for that
Negotiation  Area.  Within  fifteen (15) business days after receipt of Lessor's
notice,  Lessee shall deliver written notice to Lessor indicating whether Lessee
desires to lease such Negotiation Area or not. If Lessee indicates its desire to
lease an offered Negotiation Area, Lessor and Lessee shall seek to negotiate the
business terms upon which Lessee would lease such  Negotiation Area from Lessor.
The business  terms  offered by Lessor  related to the leasing of a  Negotiation
Area shall provide that (i) the monthly rent  attributable  to such  Negotiation
Area shall be based upon one hundred percent (100%) of the Net Effective  Market
Rental Rate for such  Negotiation  Area  projected  to be  applicable  as of the
commencement  date of this Lease with regard to such Negotiation  Area, such Net
Effective  Market Rental Rate for such  Negotiation  Area being determined based
upon the formula and  procedure  set forth in  Subsection  (C) of the Section of
this Lease entitled  "OPTION TO EXTEND",  substituting  the Negotiation Area for
the  Demised  Premises  as  then  defined,  (ii)  any  such  monthly  rent  of a
Negotiation Area shall be subject to periodic escalation during the term of this
Lease as provided in the Section of this Lease  entitled  "ANNUAL  ESCALATION OF
MONTHLY  RENT",  (iii)  Lessee  shall be paying to  Lessor  with  regard to such
Negotiation  Area additional rent arising under the provisions of the Section of
this Lease entitled "OPERATING EXPENSES,  OPERATING COSTS AND REAL ESTATE TAXES"
and that the  calendar  year fixed as the Base Year for the  calculations  under
that  Section  of the Lease  with  regard to the  Negotiation  Area shall be the
calendar year in which the  commencement  date of this Lease with regard to that
Negotiation  Area occurs,  (iv) Lessee shall accept the  applicable  Negotiation
Area as part of the Demised Premises, in its then "as is" condition, existing on
the date that  possession  of the  Negotiation  Area is  delivered  to Lessee by
Lessor,  without  Lessor being required to undertake any  demolition,  removals,
alternations,  improvements,  decorations,  repairs  or  modifications  of  that
Negotiation  Area,  except  that  Lessor  shall  take  such  steps a  reasonably
necessary to ensure that building 'standard services specified in the Section of
this Lease  entitled  "SERVICES  AND  UTILITIES"  are readily  available to that
Negotiation  Area, that that  Negotiation Area is fit out to a condition no less
than building  standard  condition as specified in Exhibit B to this Lease,  and
that base building fire and life safety systems of the Building are sufficiently
in compliance  with  applicable  local codes and ordinances such that Lessee may
obtain a certificate of occupancy for use of that  Negotiation Area for Lessee's
business  purposes,  and  (v)  the  term  of  this  Lease  with  regard  to such
Negotiation Area shall commence no later than sixty (60) days after the later of
(a) the date that the  Negotiation  Area is  vacated by any  existing  tenant or
tenants,  or (b) the  date  that  agreement  is  reached  on all of the  salient
business terms for the leasing of the  Negotiation  Area by Lessee.  The term of
this  Lease  with  regard to any  Negotiation  Area  leased  by Lessee  shall be
coterminous with the term of this Lease with regard to the Demised Premises.  If
Lessor and  Lessee  are  unable to agree  upon the  amount of the Net  Effective
Market Rental Rate for the leasing of the offered  Negotiation  Area pursuant to
this Lease within  thirty (30) business days after the date of receipt by Lessor
of Lessee's  notice of election to lease a  Negotiation  Area offered by Lessor,
then the  determination of Net Effective Market Rental Rate for that Negotiation
Area shall be made by a three (3) broker panel in accordance  with the procedure
set forth in  Subsection  (C) of the Section of this Lease  entitled  "OPTION TO
EXTEND." Any  determination of Net Effective Market Rental Rate with regard to a
Negotiation   Area  shall  take  into  account  that  Lessee's  leasing  of  the
Negotiation  Area shall be subject to the  provisions  of items (ii) through (v)
above of this Subsection.

      (D) Lessor and Lessee  specifically  recognize that the space described as
Expansion  Space Two became  available for leasing in 1996,  that such space was
offered to Lessee for leasing in  conjunction  with this  transaction as part of
the Demised  Premises,  and that Lessee declined to lease such space.  Lessor is
specifically granted the right to lease such space to a Generic Tenant or to any
existing  tenant of the  Building  provided  that by such  transaction  Lessee's
rights to such space as and when  provided  for under the  Section of this Lease
entitled "OPTIONS TO EXPAND" are preserved without variance.  Furthermore Lessee
confirms that the space on the seventh  (7th) floor of the Building,  containing
approximately 3,063 square feet of rentable area,  currently identified as Suite
725 and previously leased to the Thomas Cook  Partnership,  has become available
to Lessor, that Lessor has offered this space to Lessee in conjunction with this
transaction,  and that Lessee has  elected not to lease such space from  Lessor.
Lessor is specifically granted the right to lease such space to a Generic Tenant
or to  another  tenant of the  Building,  with  rights to extend the term of any
lease or the right to expand  their  respective  leased  premises to include the
space identified as. a Negotiation Area have expired, been earlier terminated or
been waived,  provided  that if and when such space again  becomes  available to
Lessor for  leasing  (after the  expiration  or waiver of all rights  granted to
other  tenants of the Building in accordance  with the  provisions of Subsection
(A) of this  Section)  that Lessee shall be offered such space as a  Negotiation
Area pursuant to this Section of the Lease.

         (E) In the event  Lessee does not deliver a written  notice of exercise
of its rights to such Negotiation Area, or Lessor and Lessee are unable to reach
agreement  upon the  business  terms  and  conditions  for the  leasing  of such
Negotiation  Area(s)  within said thirty (30) day period,  then  Lessee's  first
right to negotiate with respect to such  Negotiation Area shall be null and void
for the remaining term of this Lease.  Furthermore,  in no event shall Lessor be
required to negotiate for the leasing of only a portion of any Negotiation  Area
offered by Lessor.

         (F) If Lessee duly and properly  exercises  the option to terminate the
term of this Lease as provided in the Section of this Lease entitled  "OPTION TO
TERMINATE", then Lessee by giving such notice of its election to terminate shall
be deemed to have waived  thereafter any further rights under this Section,  and
Lessor  shall no longer be  obligated  to  afford to Lessee  the first  right to
negotiate for any Negotiation Areas that subsequently become available after the
date of Lessee's  notice of its election to terminate  this Lease.  Additionally
Lessee  shall be obligated  to pay to Lessor as  consideration  for the right to
exercise such right of termination with regard to any Negotiation Area leased by
Lessee a termination  payment  calculated  as provided in Subsection  (E) of the
Section of this Lease entitled "OPTION TO TERMINATE."  Such termination  payment
shall be due and payable to Lessor with the termination  Payment provided for in
that Section of this Lease.

         (G) Lessor shall have prepared an addendum  setting forth the terms and
conditions for Lessee's  leasing of a Negotiation  Area.  Thereafter  Lessor and
Lessee agree in good faith to proceed to  diligently  negotiate and execute such
addendum  with  intent of having  such  addendum  executed  by Lessor and Lessee
within  sixty (60) days after the date Lessor and Lessee agree upon the business
terms for the leasing of that Negotiation Area.

         (H) At the time Lessor delivers the Negotiation Area to Lessee,  Lessee
and Lessor shall also enter into a document similar in form and substance to the
document  attached to this Lease as Exhibit D-4,  noting the date of delivery of
Negotiation Area to Lessee and related  matters.  Execution of a document in the
form of the document appearing as Exhibit D-4 shall not be deemed a condition to
the  occurrence  of the  commencement  date of this  Lease  with  regard to that
Negotiation Area.

         (I) This  Section  of the Lease  shall  become  null and void and of no
further  force and effect if Lessee  assigns this Lease or has  subleased at any
one time in excess of thirty percent (30%) of the Demised Premises, to any party
other than a qualified party identified in Subsection (D) of the Section of this
Lease entitled "ASSIGNMENT AND SUBLETTING. "


12.    ASSIGNMENT AND SUBLETTING

         (A) Lessee may not assign or otherwise  transfer this Lease,  or sublet
(including  permitting  occupancy or use by another party) the Demised Premises,
or any part thereof,  without first giving Lessor thirty (30) days prior written
notice of Lessee's  intention to assign this Lease or sublet all or a portion of
the Demised Premises and obtaining  Lessor's prior consent to Lessee's intention
to assign or sublet.  Notwithstanding the foregoing, Lessee will not be required
to give  Lessor  prior  notice of any  occupancy  by a  Permitted  Licensee  (as
hereinafter  defined),  unless such  occupancy  when viewed in light of Lessee's
then  current  overall  pattern  of  subleasing  will  cause  Lessee  to be then
occupying  for its  regular  business  operations  (and  exclusive  of any  area
occupied by any Permitted  Licensee) less than seventy percent (70%) of the then
rentable area of the Demised Premises. Where Lessee is required by the foregoing
to give prior notice of Lessee's intention to sublet, Lessee shall also identify
the area of the Demised  Premises  Lessee intends to sublet.  Within thirty (30)
days after  receipt of said notice of intent to assign or sublet,  Lessor  shall
have the option (i) to elect to terminate the Lease, if Lessee desires to assign
this  Lease,  (ii) to  terminate  the Lease with  regard to that  portion of the
Demised  Premises  which  Lessee  intends  to  sublet,  if  Lessee  will then be
subletting  to all parties,  including  all  Permitted  Licensees,  in excess of
thirty  percent  (30%) of the Demised  Premises,  or (iii) to sublet from Lessee
that portion of the Demised  Premises  Lessee  intends to sublet for the term of
years that  Lessee  desires  to sublet,  at the rate and upon the same terms and
conditions as Lessee is leasing the Demised  Premises from Lessor if Lessee will
then be subletting to all parties,  including all Permitted Licensees, in excess
of thirty  percent  (30%) of the  Demised  Premises.  Lessor  may  exercise  the
applicable  option  only by giving  Lessee  written  notice of its  election  to
exercise the option within said thirty (30) day period.

         Where  Lessor  fails  to  timely  exercise  any  applicable  option  to
terminate  or sublet as  provided  above,  or Lessor  affirmatively  consents to
Lessee's  intention  to assign  this Lease or sublet  space  within the  Demised
Premises,  then Lessee may thereafter assign this Lease or sublet the identified
portion of the Demised Premised,  but shall be required to obtain Lessor's prior
written  consent to (i) any  assignee  or any  sublessee  (which  consent to the
proposed assignee or sublessee may not be unreasonably withheld, contingent upon
the proposed assignee or sublessee being similar in kind and character to Lessee
and financially reliable), and (ii) the form of documentation  implementing such
assignment or subletting.

         Lessor  shall have  thirty  (30) days after  receipt of a request  from
Lessee to approve or  disapprove  a proposed  assignee or  sublessee.  If Lessor
shall fail to approve  any  assignee  or  sublessee  within said thirty (30) day
period,  then such  assignee or  sublessee  shall be deemed  approved by Lessor.
Lessor  shall  have  thirty  (30) days after  receipt  of a proposed  assignment
agreement or sublease from Lessee, to approve or disapprove such instrument.  If
Lessor shall fail to approve or disapprove such instrument, then such instrument
shall be deemed approved by Lessor.

         In the event that Lessor has  approved a proposed  assignee or proposed
sublease, and approved the instrument  accomplishing an assignment of this Lease
or a  sublease  of the  identified  space in the  Demised  Premises,  and Lessee
thereafter  fails to present to Lessor any assignment  agreement or any sublease
(including occupancy  agreement),  fully executed by the parties hereto,  within
one  hundred  eighty  (180)  days  after the date that  Lessor is deemed to have
approved  Lessee's  intention  to assign or sublet,  Lessee may not assign  this
Lease or sublet (or permit the  occupancy  of) all or any portion of the Demised
Premises to said party without again affording Lessor the option to terminate or
sublease as afforded in the first paragraph of this subsection (A).

         Notwithstanding the foregoing  concerning the need for Lessee to obtain
Lessor's prior consent to Lessee's intent to sublet (or permit the occupancy of)
a portion of the Demised  Premises,  and  Lessor's  prior  consent to a proposed
sublessee (or occupant), Lessee shall not be required to obtain Lessor's consent
to permit a party identified as a Permitted  Licensee to use and occupy (but not
sublease) any portion of the Demised Premises,  unless Lessee would then at that
time be  subleasing  (including  permitting  occupancy  of) in  excess of thirty
percent (30%) of the then rentable area of the Demised Premises. If Lessee would
be subletting  to such party or would then be subleasing  more than thirty (30%)
of the then  rentable  area of the  Demised  Premises,  the  provisions  of this
subsection  related to the need for Lessee to obtain Lessor's  various  consents
will apply. For the purposes of this Lease, a "Permitted  Licensee" shall mean a
retired  officer  or  employee  of  Lessee,  any  party  that is a  client  or a
consultant of Lessee or an officer or employee thereof,  and any party that is a
client or  consultant  of any client or  consultant  or an  officer or  employee
thereof,  which party uses or occupies,  but does not sublease, a portion of the
Demised  Premises  either in  conjunction  with or to support the carrying on of
Lessee's  regular  business or as a result of an ongoing  business  relationship
between Lessee and any client or consultant of Lessee.

WhereLessor is  permitted to  terminate  or, as  applicable,  sublet,  then,  if
     Lessor  does so  elect  to  terminate  or  sublet,  the  effective  date of
     termination,  or the  effective  date of  commencement  of the  sublease to
     Lessor,  shall be mutually agreed upon by Lessor and Lessee. If the parties
     cannot agree upon a termination date or upon a sublease  commencement date,
     the termination date or sublease  commencement  date shall be the date that
     is sixty (60) days after the date  Lessor  received  the notice that Lessee
     desired  to assign the Lease or sublet  all or any  portion of the  Demised
     Premises. Upon termination, all of the rights and obligations of Lessor and
     Lessee  under the terms of this Lease shall be  terminated,  or  terminated
     with regard to that portion of the Demised  Premises  that Lessee  notified
     Lessor that Lessee desired to sublet,  except that Lessee shall continue to
     be  obligated  to pay rent and all other  charges for the Demised  Premises
     which accrue to the date of termination.


         (B) Lessee shall reimburse to Lessor, as additional rent, all costs and
expenses,  including  reasonable  attorney's fees in an amount not to exceed Two
Thousand and 00/100ths Dollars ($2,000.00),  which Lessor incurs by reason of or
in connection with any assignment,  sublease,  or leasehold mortgage proposed or
granted  by  Lessee  (whether  or not  permitted  under  this  Lease),  and  all
negotiations  and actions with respect  thereto,  such additional rent to be due
and payable within fifteen (15) days of receipt of a statement of such costs and
expenses from Lessor.

(C)  No  assignment  of this Lease shall be  effectuated  by operation of law or
     otherwise without the prior written consent of Lessor.  For the purposes of
     this  Lease,  (i)  the  transfer  of  fifty  percent  (50%)  or more of the
     ownership  interest of Lessee or the transfer  and/or issuance of more than
     fifty percent (50%) of the authorized  voting stock of Lessee, if Lessee is
     not a publicly  held  corporation,  to any persons or entities that are not
     owners or stockholders of Lessee on the date of execution of this Lease, or
     (ii) the sale,  transfer or other conveyance of all or substantially all of
     Lessee's assets, shall be deemed an assignment of this Lease thereby giving
     Lessor  the right to  consent  to such  transaction  and/or  the  option to
     terminate this Lease as provided above.  Notwithstanding the foregoing,  in
     the event of a  transfer  under (i)  above,  or a sale,  transfer  or other
     conveyance under (ii) above, and where Lessee,  in the case of (i) above or
     the new entity or its  controlling  partner in the case of (ii) above,  can
     demonstrate to Lessor to Lessor's reasonable satisfaction that such party's
     ability to fulfill its obligations  under the Lease  immediately after such
     event is substantially  equal to or better than Lessee's ability to fulfill
     those obligations during the full calendar year immediately  preceding such
     event under (i) or (ii),  then,  provided the foregoing  financial test has
     been  satisfied,  Lessor shall not have the right to terminate  this Lease,
     but Lessee shall be obligated to notify  Lessor of such  transfer,  or such
     sale,  transfer or  conveyance  and shall be  required  to obtain  Lessor's
     consent as otherwise  provided for in this Lease with regard to approval of
     parties who may become  assignees of this Lease or  sublessees  of all or a
     portion of the Demised Premises.

         (D)  Notwithstanding the foregoing  provisions of this Section,  Lessee
has the right to assign this Lease or sublet the Demised Premises in whole or in
part to any  subsidiary  or  affiliate  upon  giving  Lessor ten (10) days prior
written notice of such assignment or subleasing.  Such an assignment or sublease
shall not trigger Lessor's right to terminate the Lease or subsequently  require
Lessor's  consent to any assignee or sublessee.  A "subsidiary"  of Lessee shall
mean any  corporation  not less than fifty  percent  (50%) of whose  outstanding
voting stock shall, at the time, be owned, directly or indirectly, by Lessee. An
"affiliate" of Lessee shall mean any corporation which,  directly or indirectly,
controls or is controlled by or is under common control with Lessee. For purpose
of the definition of "affiliate," the word "control" (including  "controlled by"
and "under  common  control  with"),  as used with  respect to any  corporation,
partnership, or association, shall mean the possession,  directly or indirectly,
of the power to direct or cause the direction of the  management and policy of a
particular  corporation,   partnership  or  association,   whether  through  the
ownership of voting securities or by contract or otherwise.



         (E)  Notwithstanding any other provision of this Lease to the contrary,
Lessee shall have no right to transfer,  assign,  sublet,  enter into license or
concession  agreements,  or  mortgage  or  hypothecate  this  Lease or  Lessee's
interest in the Demised Premises or any part thereof to a foreign  government or
to any individual or entity whereby enforcement of the obligations of the Lessee
under this Lease  might be limited by  sovereign  immunity.  Any such  attempted
transfer,  assignment,  subletting, license or concession agreement, mortgage or
hypothecation  shall be void and confer no rights on such foreign  government or
individual or entity.

         (F) The consent by Lessor to any  assignment or subletting to any party
other than Lessor,  including a subsidiary or affiliate,  shall not be construed
as a waiver or release of Lessee from the terms of any  covenant  or  obligation
under this Lease. Lessor's collection or acceptance of rent from any assignee of
Lessee  shall not  constitute  a waiver or release of Lessee of any  covenant or
obligation  contained in this Lease, nor shall any such assignment or subletting
be construed to relieve  Lessee from giving  Lessor said thirty (30) days notice
or from obtaining the consent in writing of Lessor to any further  assignment or
subletting.  In the event that Lessee is in default of any term or  provision of
this Lease,  Lessee hereby  assigns to Lessor the rent due from any subtenant of
Lessee and hereby  authorizes and directs each such subtenant,  upon notice from
Lessor,  to pay said rent  directly to Lessor,  the  collection or acceptance of
rent from any  subtenant in such  instance not to constitute a waiver or release
of Lessee of any covenant or obligation contained in this Lease.

         (G) Lessee may not  mortgage or encumber  this Lease  without the prior
written consent of Lessor.


13.      ALTERATIONS

         (A)  Without  first   obtaining   Lessor's  prior  written  consent  as
hereinafter provided, Lessee shall make no alterations,  installation, additions
or  improvements  in or to the  Demised  Premises or the  Building,  except that
Lessee may make changes of a cosmetic nature to the tenant  improvements  within
the Demised Premises (e.g. painting, installation of wall covering, installation
of carpeting, etc.), but only where such changes by their nature will not impact
the base  building  structure  or base  building  systems or will not be readily
apparent and visible  from the exterior of or the common areas of the  Building,
(hereinafter   collectively  such  alterations,   installations,   additions  or
improvements, other than cosmetic changes, being called "Alterations").  Consent
by Lessor to Alterations shall not be unreasonably withheld,  except that Lessor
may withhold its consent for any reason with regard to requested  Alterations by
Lessee which could, in Lessor's  reasonable  opinion,  (i) adversely  affect the
structure of the Building or the mechanical,  plumbing or electrical  systems of
the Building,  (ii) cause the  imposition of additional  costs or obligations on
Lessor, including but not limited to adversely affecting the insurance rating of
the  Building,  or (iii) affect the quiet  enjoyment  of other  tenant(s) of the
Building.  For all  Alterations,  Lessee,  at its sole cost and  expense,  shall
provide Lessor with a copy of the original or revised full floor  mechanical and
electrical  plans for the floor or  floors  on which the  Alterations  are to be
made,  revised by Lessee's  architect  and Lessor's  engineers to show  Lessee's
proposed Alterations.  In the event Lessor becomes aware of any Alterations that
were made by Lessee  without the written  consent of Lessor,  then Lessor  shall
promptly  inform  Lessee  of such in  writing  and  Lessor  shall  inspect  such
Alterations.  Lessee  shall then have  thirty  (30) days to provide  Lessor with
architectural,  mechanical and electrical plans, as applicable,  supporting such
Alterations and to receive Lessor's  consent to the  Alterations,  which consent
shall not be unreasonably withheld.  However,  Lessor may condition such consent
upon Lessee making certain  corrections or  modifications to such Alterations to
bring the  Alterations  into  compliance  with Building  standards or applicable
codes. If Lessee makes any  Alterations and does not obtain Lessor's  consent to
such   Alterations,   or  if  Lessee  refuses  to  timely  make  corrections  or
modifications  to Alterations  previously  made by Lessee that are  subsequently
discovered by Lessor,  then Lessor shall have the right, but not the obligation,
to require  that such  Alterations  be removed or  modified.  If Lessee fails to
remove or modify the  Alterations  as required by Lessor within thirty (30) days
after Lessee's receipt of Lessor's written request, Lessor may correct or remove
the  same,  and  Lessee  shall be  liable  for any and all  reasonable  expenses
incurred by Lessor in the  performance  of this work. All  Alterations  shall be
made at Lessee's  sole  expense,  at such times and in such manner as Lessor may
designate,  and only by such contractors or mechanics as are approved in writing
by  Lessor.  All  Alterations  and other  work  undertaken  by Lessee and by any
contractor  or  mechanic  shall be in  accordance  with  construction  rules and
regulations  promulgated from time to time by Lessor.  Lessor reserves the right
to require that  Alterations  be  performed  at a time other than during  normal
business hours if Lessor,  in its  reasonable  discretion,  determines  that the
performance  of such  Alterations  is likely to  disturb,  disrupt or  otherwise
inconvenience  other tenant(s) or occupants(s) of the Building (such as, but not
limited to, those Alterations requiring core drilling,  hammering, etc. Approval
of  contractors or mechanics by Lessor,  which approval may not be  unreasonably
withheld,  shall be based  upon the  contractors  or  mechanics  being  properly
licensed, their financial posture, experience and past job performance.

         (B)  Alterations  proposed by Lessee and approved by Lessor  during the
period from the Commencement  Date 1 to Rent Commencement Date 2 are hereinafter
called the  "Initial  Alterations,  ' which  Initial  Alterations  shall also be
deemed  "Alterations"  for all  purposes  under this Lease,  except as otherwise
provided in this Subsection.

                  (i) Subject to the grant and  application of the Allowance (as
hereinafter defined) by Lessor as herein provided, the Initial Alterations shall
be undertaken by Lessee at its sole cost and expense.  Lessee,  at its sole cost
and  expense,  shall cause its  architect  to prepare,  on Lessee's  behalf,  an
initial set of architectural  working drawings for the Initial  Alterations (the
"Architectural  Drawings"),   which  Architectural  Drawings  shall  reflect  in
sufficient  detail  Lessee's  space  plans and  specifications  for the  Initial
Alterations to be made in or to the Demised Premises in connection with Lessee's
initial occupancy of the Demised Premises,  and shall include among other things
dimensioned  partition  plans,  electrical,  data  and  telephone  requirements,
reflected  ceiling plan and lighting  requirements,  ceiling  details,  Lessee's
requirements and  specifications  for additional  HVAC, if any,  interior office
door requirements,  environmental and electrical specifications and requirements
for all of Lessee's  equipment,  fixtures and kitchen  appliances,  its millwork
details  and  other  millwork  requirements,  final  finish  selections  and its
complete and detailed  space plan drawings for the Initial  Alterations  for the
Demised  Premises.  Lessee shall have the  Architectural  Drawings  delivered to
Lessor  for the  review  and  approval  of  Lessor  and  Lessor's  architect  or
supervising  engineer.  Within ten (10) business days following Lessor's receipt
of the  Architectural  Drawings,  Lessor shall review and approve in writing the
Architectural Drawings and finish selections.  In the event that Lessor fails to
review and approve the  Architectural  Drawings within the ten (10) business day
period,  then  Lessor's  approval  of the same shall be deemed  given.  Lessor's
approval may not be unreasonably  withheld or delayed, but may be conditioned in
the  reasonable   discretion  of  Lessor.   Any  changes  or  revisions  to  the
Architectural  Drawings  made at the request of Lessor shall be made by Lessee's
architect at Lessee's sole cost and expense,  which costs and expenses  shall be
paid out of the  Allowance.  Lessee  shall  retain  and  enter  into a  separate
agreement  with  the  engineering  firm  of  General   Engineering,   Inc.  (the
"Engineer") to prepare a set of mechanical,  electrical and plumbing engineering
drawings for Initial  Alterations  for the Demised  Premises  (the  "Engineering
Drawings") at Lessee's sole cost and expense.  All revisions to the  Engineering
Drawings,  including  those caused by Lessee's  revisions  to the  Architectural
Drawings once approved by Lessor, shall be made by the Engineer at Lessee's sole
cost and expense,  which costs and expenses  shall be paid out of the Allowance.
Lessee shall submit the  Engineering  Drawings  (and all  revisions  thereto) to
Lessor for prior  review and  written  approval  by Lessor,  its  architect  and
supervising engineer.  Lessor shall respond to the Engineering Drawings (and any
revisions thereto) within ten (10) business days of its receipt thereof.  In the
event that Lessor fails to review and approve the  Engineering  Drawings  within
the ten (10) business day period,  then  Lessor's  approval of the same shall be
deemed given. Lessor's approval may not be unreasonably withheld or delayed, but
which may be  conditioned  in Lessor's  reasonable  discretion.  Upon receipt of
Lessor's approval of the Engineering Drawings,  Lessee shall cause its architect
to affix its architectural stamp to four (4) sets of the Architectural  Drawings
for  Lessee's  use in filing its  building  permit  application  for the Initial
Alterations.


(ii) Prior to the commencement of  construction,  installation or fabrication of
     the Initial  Alterations,  Lessee shall furnish to Lessor copies of any and
     all building or other construction  permits required for the performance of
     the Initial Alterations. Upon completion of its Initial Alterations, Lessee
     shall also furnish to Lessor a complete set of "as built"  drawings for the
     Demised Premises.  The Initial Alterations shall be performed by one (1) of
     the following  general  contractors to be retained by Lessee  pursuant to a
     separate  agreement  ("Lessee's  General  Contractor"):  Hitt Construction,
     Inc.,  G & F  Associates,  Inc.,  Turner  Construction  Company,  and Clark
     Construction  Company.  Lessee shall manage the construction process of all
     Initial  Alterations  directly  or hire at its  sole  cost  and  expense  a
     construction   manager,   reasonably  acceptable  to  Lessor.  All  Initial
     Alterations  shall be undertaken by Lessee and Lessee's General  Contractor
     in accordance with the  construction  rules and regulations  promulgated by
     Lessor from time to time.  On the Initial  Alterations,  Lessee  recognizes
     that Lessor shall incur substantial oversight obligations,  and thus agrees
     to pay to Lessor a  management  oversight  fee,  billed at an hourly  rate,
     which in the aggregate may not exceed Three Thousand and 00/100ths  Dollars
     ($3,000.00).  Any construction management fees and the management oversight
     fee shall be paid from the Allowance.

(iii)Lessee  hereby  designates  and  authorizes  (the  "Lessee's  Designee") to
     receive all  approvals  from Lessor,  to make all  decisions  and grant all
     approvals  on behalf of Lessee  with  respect to design,  installation  and
     construction  of the Initial  Alterations,  and to furnish to Lessor or its
     architect  such  information  as they may request or require in  connection
     with the review and  approval of each of the  Architectural  Drawings,  the
     finish  selections,  and  the  Engineering  Drawings.  Lessor  may  contact
     Lessee's Designee at the following address and numbers:

                  [To be designated later].

                  Tel. No. _____________________________
                  Fax No. _____________________________

In the event of the inability or  unwillingness  of Lessee's  Designee to act on
behalf of Lessee  hereunder,  Lessee  shall  immediately  designate a substitute
individual or individuals  as Lessee's  Designee to make all decisions and grant
all  approvals  on behalf of Lessee  with  respect to design,  installation  and
construction of the Initial Alterations.

                           (iv) Lessor hereby  designates  and  authorizes  Carr
Development & Construction, Inc.
(the  "Lessor's  Designee")  to issue all  approvals  from  Lessor,  to make all
decisions  and grant all  approvals  on behalf of Lessor with respect to design,
installation  and  construction  of the Initial  Alterations,  and to furnish to
Lessee or its  architect  such  information  as they may  request  or require in
connection with the design and/or  construction,  installation or fabrication of
the Initial  Alterations.  Lessee may contact Lessor's Designee at the following
address and numbers:


                  Carr Development & Construction, Inc.
                  Suite 700, 1700 Pennsylvania Avenue, N.W.
                  Washington, D.C. 20006
                  Attn: Kenneth F. Simmons
                  Tel. No. (202) 624-1700
                  Fax No. (202) 393-1353

In the event of the inability or  unwillingness  of Lessor's  Designee to act on
behalf of Lessor  hereunder,  Lessor  shall  immediately  designate a substitute
individual  or  individuals  to make all  decisions  and grant all  approvals on
behalf of Lessor with respect to design, and installation,  construction  and/or
fabrication of the Initial Alterations.

         (v) In  connection  with Lessee's  leasing of the Demised  Premises and
construction  of the  Initial  Alterations,  Lessor  shall  provide to Lessee an
improvements  allowance  (the  "Allowance")  of One Million Three Hundred Thirty
Thousand Nine Hundred Twenty-Two and 00/100ths Dollars ($1,330,922.00),  for (a)
the hard  construction  costs  incurred by Lessee to  construct  and install its
Initial Alterations in the Demised Premises,  (b) any construction related items
(including but not limited to,  architectural  and other consulting fees, permit
fees,  computer,  telephone  and  communications  facilities,  and  construction
management  fees),  and (c) the costs of office  personal  property  of Lessee,-
including  equipment and furniture.  This  Allowance has been  calculated at the
rate of Twenty-Nine and 50/100ths  Dollars  ($29.50)  multiplied by the rentable
area of the Demised  Premises.  Up to One  Hundred  Thirty-five  Thousand  Three
Hundred Forty-eight and 00/100ths Dollars  ($135,348.00) of the Allowance may be
used for the  acquisition  of furniture  and other office  personal  property of
Lessee. Lessee shall submit to Lessor (but on a monthly basis only) invoices for
the costs  incurred by Lessee in performing  its Initial  Alterations,  together
with signed partial waivers and partial  releases of mechanic's  liens executed,
as applicable, by Lessee's architect, and by Lessee's General Contractor and the
subcontractors  who performed  such work, as reflected on such  invoices.  After
inspection  and  approval  of the  portion(s)  of  the  Initial  Alterations  as
reflected  by  such  invoices  and  verification  of the  invoices  and  waivers
submitted,  Lessor  shall pay to Lessee (or if  directed in writing by Lessee or
Lessee's  architect,  Lessor shall pay to Lessee's  General  Contractor)  or, as
applicable,  Lessor shall reimburse to Lessee, the appropriate amounts requested
by the  invoices  within  thirty  (30) days of  Lessee's  request  therefor.  In
connection  with any final  disbursement of the Allowance and in addition to the
invoices  and partial lien waivers and partial  lien  releases  required  above,
Lessee shall also submit to Lessor final lien releases and final lien waivers of
mechanic's liens executed, as applicable, by Lessee's architect, and by Lessee's
General Contractor and all other contractors and subcontractors  which performed
the Initial Alterations, and such other documentation or information that Lessor
may reasonably  require for any final  disbursement of the Allowance,  such as a
copy of the certificate of occupancy of the Demised Premises or a certificate of
completion  of the Initial  Alterations  from Lessee's  architect.  In no event,
however,  shall Lessor be obligated to reimburse Lessee for any amount in excess
of the total amount of the Allowance.  Lessee shall submit all such invoices and
requests  for  reimbursement  to Lessor  on or before  December  31,  1997.  The
Allowance  shall be used first to reimburse  Lessee for all costs  arising under
item (a) above. After reimbursement for those costs arising under item (a) above
in this  Subsection,  any remaining  portion of the Allowance shall be available
for  reimbursement  of  items  arising  under  items  (b) and (c)  above in this
Subsection.  After the  reimbursement  of all costs arising under items (a), (b)
and (c) above in this  Subsection,  Lessee  may elect to have  Lessor  apply any
unused portion of the remaining  Allowance to Monthly Rent next due and owing by
providing  written  notice of its  election to Lessor on or before  December 31,
1997.

         (vi)  Notwithstanding  the foregoing of this  Subsection,  Lessor shall
have no obligation to credit any unused portion of the Allowance to Monthly Rent
or to reimburse  Lessee for any costs under items (a), (b) and (c) of Subsection
(B)(v)  above of this  Section if (a) Lessee  fails to submit the  invoices  and
requests for  reimbursement to Lessor on or before December 31, 1997, or (b) if,
at the time the unused  portion of the  Allowance  would  otherwise be available
from crediting to such monetary obligation of Lessee or at the time Lessee makes
a request for  reimbursement  or at any time  thereafter up to and including the
date Lessor makes any such  reimbursement  to Lessee or credit to Monthly  Rent,
Lessee is in default,  after the giving notice and the passage of the applicable
period to cure, of its obligation to pay Monthly Rent.

         (C) All Alterations to the Demised Premises,  whether made by Lessor or
Lessee,  and whether at Lessor's or Lessee's  expense,  or the joint  expense of
Lessor and Lessee,  shall be and remain the property of Lessor. Any replacements
of any property or improvements of Lessor,  whether made at Lessee's  expense or
otherwise, shall be and remain the property of Lessor.

         (D) At the expiration or earlier  termination of the term of the Lease,
Lessor may elect to require Lessee to remove all or any part of the  Alterations
made by Lessee subsequent to the Commencement Date, provided that Lessor, at the
time of its  consent  and  approval  of  Alterations,  specifies  to Lessee,  in
writing,  that certain  elements of the Alterations  would have to be removed at
the expiration or earlier termination of the term of this Lease. Notwithstanding
the  foregoing,  if  Lessor  will  require  the  removal  of any of the  Initial
Alternations,  Lessor  shall  note  on the  Architectural  Drawings  and/or  the
Engineering  Drawings any portion or element of Initial Alterations which Lessor
will require  Lessee to remove at the  expiration or earlier  termination of the
term of this Lease. Removal of Alterations, whether at Lessor's determination as
provided  for  above or at  Lessee's  election,  shall be at  Lessee's  cost and
expense,  and Lessee agrees, at Lessor's  election,  (i) to repair any damage to
the  Building  caused by said  removal and to restore the Demised  Premises to a
condition no less than the Building  standard  level as identified in Exhibit B,
or (ii) pay Lessor,  as  additional  rent,  for all costs  incurred by Lessor to
undertake such repairs and restoration.

         (E) Lessee shall remove all of Lessee's  property at the  expiration or
earlier  termination of the Lease.  In the event Lessee does not remove Lessee's
property at the expiration or earlier  termination  of the Lease,  such property
shall become the property of Lessor.

         (F) In the event Lessee fails to remove its property or the Alterations
requested  to be  removed  by Lessor  on or before  the  expiration  or  earlier
termination  of the term of the Lease,  then Lessor may remove such property and
Alterations  from the Demised  Premises at Lessee's  expense,  and Lessee hereby
agrees to pay to Lessor, as additional rent, the reasonable cost of such removal
together  with any and all damages which Lessor may suffer and sustain by reason
of the failure of Lessee to remove the same.  Lessor shall  provide  Lessee with
supporting invoices and related  documentation  reasonably evidencing such costs
of removal and of damages  resulting  from the same.  Said amount of  additional
rent shall be due and payable upon  receipt by Lessee of a written  statement of
costs and damages from Lessor.


14.      LIENS

         (A) If any  mechanic's  or other  lien is  filed  against  the  Demised
Premises,  or the Building of which the Demised  Premises are a part,  for work,
labor,  services, or materials,  done for or supplied to or claimed to have been
done or supplied to Lessee, such lien shall be discharged by Lessee, at its sole
cost and  expense,  within ten (10) days from the date Lessee  receives  written
demand from Lessor to discharge  said lien, by the payment  thereof or by filing
any bond  required  by law.  If Lessee  shall fail to  discharge  any such lien,
Lessor  may,  at its option,  discharge  the same and treat the cost  thereof as
additional  rent, due and payable upon receipt by Lessee of a written  statement
of costs from Lessor.  It is hereby  expressly  covenanted  and agreed that such
discharge of any lien by Lessor  shall not be deemed to waive or release  Lessee
from its default under the Lease for failing to discharge the same.

         (B) Lessee will indemnify and hold harmless Lessor from and against any
and all claims,  damages and expenses incurred by Lessor, arising from any liens
placed  against the Demised  Premises or the Building and the land upon which it
is situated, as a result of Lessee undertaking  construction work in the Demised
Premises at its own cost and under its own control and direction,  or making any
Alterations to the Demised Premises.


15.      MAINTENANCE BY LESSEE

         (A)  Lessee  shall  keep the  Demised  Premises  and the  fixtures  and
equipment  therein in clean, safe and sanitary  condition,  shall take good care
thereof,  and shall  suffer no waste or injury  thereto.  At the  expiration  or
earlier  termination  of the term of this  Lease,  Lessee  shall  surrender  the
Demised  Premises  broom clean and in the same order and condition in which they
were on the  Commencement  Date,  ordinary  wear  and  tear  and  damage  by the
elements, fire and other insured casualty excepted.

         (B) To the extent that Lessee's use or uses of the Demised  Premises or
Lessee's  manner of operation  creates a need or  requirement  under  applicable
statute,  ordinance or  regulation  of any  governmental  authority to modify or
alter the Demised Premises,  supporting  facilities,  or access thereto,  or the
manner of  operation,  maintenance  and repair  thereof,  Lessee  shall be fully
responsible for the costs to undertake such changes, and to obtain approval from
Lessor pursuant to the Section of this Lease entitled "ALTERATIONS" to undertake
such changes.

16.      SIGNS AND ADVERTISEMENTS

         (A) No sign,  advertisement  or  notice  shall be  inscribed,  painted,
affixed or displayed  on any part of the outside or the inside of the  Building,
except with Lessor's prior written consent and then only in such place,  number,
size, color and style (i.e.,  Building  standard  lettering) as is authorized by
Lessor.  If any such sign,  advertisement  or notice is exhibited  without first
obtaining  Lessor's written  consent,  Lessor shall have the right to remove the
same. and Lessee shall be liable for any and all expenses  incurred by Lessor by
said  removal,  as  additional  rent.  Notwithstanding  the  foregoing,   Lessor
recognizes  Lessee's  existing signage in place related to the Original Premises
as acceptable and approved under this Subsection of the Lease.

         (B) Lessor agrees to display Lessee's name on the Building directory in
the size and style of lettering used by Lessor, at Lessee's expense.  Lessee may
display  its name on the main entry door of the  Demised  Premises  in  Building
standard color, size and style of lettering, at Lessee's expense.

         (C) Lessor shall have the right to prohibit any published advertisement
of Lessee which in its opinion tends to impair the reputation of the Building or
its  desirability  as a high quality office  building,  and, upon written notice
from Lessor,  Lessee shall  immediately  refrain from and  discontinue  any such
advertisement.

17.      DELIVERIES AND MOVING OF LESSEE'S PROPERTY

No   furniture,  equipment  or other bulky  matter of any  description  shall be
     received into the Building or carried in the elevators except in the manner
     and during the times  approved  by Lessor.  Lessee  shall  obtain  Lessor's
     determination  prior to moving said property into the Building.  All moving
     of  furniture,  equipment and other  material  within the public and common
     areas in and about the  Building  shall be in and manner  and during  those
     times  reasonably  determined  by  Lessor  and  shall  be  accomplished  in
     accordance  with reasonable  policies and procedures  established by Lessor
     from time to time uniformly applied. Lessor shall have the right to monitor
     compliance by Lessee and its agents with such policies and procedures,  but
     Lessor  who  shall,  however,  not be  responsible  for any  damage to such
     equipment  or other  bulky  matter,  or for the  charges  for  moving  such
     equipment  or other  bulky  matter in  accordance  with such  policies  and
     procedures.  Lessor  shall  have  the  sole  right  to  determine  the load
     capacities  of the  elevators  of the Building and to determine if Lessee's
     property can be safely transported in the elevators,  applying commercially
     reasonable  standards  that would be applied by  landlords  and managers of
     other office buildings  comparable to the Building.  Lessee agrees promptly
     to remove from the  sidewalks  adjacent to the Building any of the Lessee's
     furniture, equipment or other material there delivered or deposited.

18.      LESSEE'S EQUIPMENT

         (A) Lessee  will not  install or operate in the  Demised  Premises  any
electrically operated equipment or other machinery, other than typewriters, word
processing  machines,  personal desk top  computers,  adding  machines,  radios,
televisions,   tape  recorders,   dictaphones,   bookkeeping  machines,  copying
machines,  clocks,  and other business machines and equipment  normally employed
for general  office use which do not require high  electricity  consumption  for
operation,  without first obtaining the prior written consent of Lessor, who may
condition such consent upon payment by Lessee of additional rent as compensation
for additional  consumption of electricity  and/or other utility services.  Such
additional  rent shall be in addition to Lessee's  obligations,  pursuant to the
Section of this Lease entitled.  "OPERATING  EXPENSES,  OPERATING COSTS AND REAL
ESTATE TAXES," to pay its proportionate share of increases in Operating Costs.

         If any or all of Lessee's equipment requires electricity consumption in
excess of the  capacity  of the  electrical  system  installed  by Lessor in the
Demised Premises,  all additional  transformers,  distribution panels and wiring
that may be required to provide the amount of electricity  required for Lessee's
equipment  shall be  installed  by Lessor at the cost and expense of Lessee.  If
Lessee's  equipment  causes  Lessee's  consumption  of  electricity to exceed an
average of five (5) watts per rentable  square foot, or if such  equipment is to
be  consistently  operated beyond the normal Building hours of 8: 00 a. m. to 8:
00 p. in., Monday through Friday, and 9:00 a.m. to 6:00 p.m. on Saturday, Lessor
may install at its option (i) a separate electric meter for the Demised Premises
at Lessee's  sole cost and  expense,  or (ii) a separate  meter for the specific
equipment  that is causing  Lessee's  excessive  consumption  of  electricity at
Lessee's sole cost and expense.  In the event Lessor  installs a separate  meter
for the  Demised  Premises,  Lessee  shall then pay the cost of  electricity  it
consumes as recorded by such meter  directly  to the  electric  company,  and an
appropriate  adjustment  shall  be  made  to  Lessee's  proportionate  share  of
Operating Costs to reflect Lessee's reduced  consumption of electricity  because
of  such  separate  metering  of  the  Demised  Premises.  In the  event  Lessor
separately meters the specific equipment, Lessee shall be billed periodically by
Lessor based upon such  consumption and no adjustment  shall be made to Lessee's
proportionate share of Operating Costs.

(B)  Lessee  shall not install any  equipment  of any kind or nature  whatsoever
     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 Demised Premises or
     the Building  without first  obtaining the prior written consent of Lessor.
     Business machines and mechanical  equipment belonging to Lessee which cause
     noise or vibration that may be transmitted to the structure of the Building
     or to any space therein to such a degree as to be  objectionable  to Lessor
     or to any tenant in the  Building  shall be  installed  and  maintained  by
     Lessee,  at Lessee's  expense,  on vibration  eliminators  or other devices
     sufficient to eliminate such noise and vibration.

         (C) Lessor shall have the right to prescribe the weight and position of
all heavy equipment and fixtures, including, but not limited to, data processing
equipment, record and file systems, and safes which Lessee intends to install or
locate within the Demised  Premises.  Lessee shall obtain  Lessor's prior review
and approval  before  installing or locating heavy equipment and fixtures in the
Demised Premises, and if installation or location of such equipment or fixtures,
in  Lessor's   reasonable   opinion,   requires   structural   modifications  or
reinforcement  of any portion of the Demised  Premises or the  Building,  Lessee
agrees to reimburse Lessor, as additional rent, for any and all reasonable costs
incurred by Lessor to make such required  modifications or  reinforcements,  and
such  modifications  or  reinforcements  shall  be  completed  prior  to  Lessee
installing  or locating  such  equipment  or  fixtures in the Demised  Premises.
Lessee  shall  reimburse  Lessor  within  thirty  (30)  days of  receipt  of any
statement setting forth those costs.





19.      SERVICES AND UTILITIES

(A)  From  and  after  the  Commencement  Date 1  with  regard  to the  Original
     Premises,  from and after Commencement Date 2 with regard to the Additional
     Premises, and from and after the respective commencement date of this Lease
     with regard to any other space in the Building leased by Lessee pursuant to
     this Lease, Lessor shall provide the following utilities and services:

                  (i) Hot  and  cold  water  and  lavatory  supplies,  it  being
understood  and agreed that hot and cold water shall be furnished by Lessor only
at those  points of supply  provided  for  general  use of other  tenants in the
Building.

                  (ii)     Automatically operated elevator service at all times.

                  (iii) Cleaning and char  services,  as specified in Exhibit E,
after normal business hours,  Monday through Friday of each week,  except on the
holidays  listed in  subparagraph  (iv) below (and with regard to the Additional
Premises, only from after that point in time at which Lessee commences to occupy
the Additional Premises for its business purposes).

                  (iv)  Heat and  air-conditioning  in  season,  Monday  through
Friday from 8:00 a.m. to 8:00 p.m., and on Saturday from 9:00 a.m. to 6:00 p.m.,
except for the following holidays:  New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Memorial Day, Fourth of July, Labor Day, Columbus Day, Veterans
Day,  Thanksgiving  Day,  and  Christmas  Day,  and any other  national  holiday
promulgated by a Presidential Executive Order or Congressional Act. Lessor shall
provide heat and air-conditioning at times in addition to those specified in the
preceding  sentence at Lessee's  expense.  provided  Lessee gives Lessor  notice
prior to 1:00 p.m. on a business day in the case of after-hours  service on that
business day and prior to 3:00 p.m. on the immediately preceding business day in
the case of  after-hours  service on a Saturday,  a Sunday or a holiday.  Lessor
shall charge Lessee for said after-hours services the same rate it charges other
tenants, which is $35.00 per hour on the date of execution of this Lease. Lessor
reserves the right,  in its sole  discretion,  to increase the hourly charge for
said  after-hours  service  from  time to time,  with any  such  increase  being
reasonably  related to actual cost increases  incurred by Lessor to deliver such
services,  but in no event shall the rate per hour  charged  Lessee be more than
the rate per hour  charged  other  tenants.  In the event  the same  after-hours
service is also  requested  by other  tenants of the  Building  in  addition  to
Lessee,  the charge therefor to each tenant requesting such after-hours  service
shall be prorated among all requesting  tenants based upon the respective square
footages  of  each  of the  demised  premises  of the  tenants  requesting  such
after-hours service.

                  (v)  Maintenance,  painting and electric  lighting service for
all public areas and special service areas in the Building.

                  (vi) Security comparable to other first-class office buildings
in the city of county where the Building is located.

                  (vii) Electricity and proper electrical  facilities to furnish
sufficient electricity for equipment of Lessee installed pursuant to the Section
of this Lease entitled, "LESSEE'S EQUIPMENT."

         (B) In the event any  public  utility  supplying  energy  requires,  or
government  law,  regulation,  executive or  administrative  order  results in a
requirement,  that Lessor or Lessee must reduce, or maintain at a certain level,
the  consumption  of  electricity  for the Demised  Premises or Building,  which
affects the heating,  air-conditioning,  lighting,  or hours of operation of the
Demised  Premises or Building,  Lessor and Lessee shall each adhere to and abide
by said laws, regulations or executive orders without any reduction in rent.

         (C)  Lessor's  inability  to  furnish,  to any  extent,  these  defined
services,  or any cessation  thereof,  resulting  from,  but not limited to, any
causes including entry for inspections,  repairs, alterations,  improvements and
installations by Lessor,  its agents,  employees or contractors  pursuant to the
Section  of  this  Lease   entitled   "ENTRY  FOR   INSPECTIONS,   REPAIRS   AND
INSTALLATION," or from renovation, redecoration or rehabilitation of any area of
the Building,  including the lobby,  or any of the  surrounding  public  spaces,
shall not render Lessor liable for damages to either person or property,  nor be
construed  as an eviction  of Lessee,  nor work an  abatement  of any portion of
rent, nor relieve Lessee from  fulfillment of any covenant or agreement  hereof.
Should any of the Building equipment or machinery cease to function properly for
any cause,  Lessor shall use  reasonable  diligence to repair the same promptly,
but,  except as provided for in  Subsection  (D) below of this  Section,  Lessee
shall  have no claim  for  damages  or for a rebate  of any  portion  of rent on
account of any  interruptions  in any services  occasioned  thereby or resulting
therefrom.

         (D)  Notwithstanding  the  provisions of  Subsection  (C) above of this
Section,  where (i) such  failure to provide  such  services  causes the Demised
Premises to be not reasonably usable for Lessee's business purposes, (ii) Lessee
substantially   ceases   operation  of  its  business  therein  and  (iii)  such
circumstances  continue for at least thirty (30)  consecutive days following the
date on which Lessee  gives Lessor  written  notice of such  circumstances,  or,
where the failure of service is a failure or  electrical  power to the Building,
not caused by a general power failure  affecting the surrounding  area, and such
circumstances continue for fifteen (15) consecutive days, then commencing on the
date which is  thirty-one  (31) days (or sixteen  (16) days in the event of such
power  failure,  as  applicable)  after  Lessor  has  received  such  notice and
continuing  until the earlier of (a) the date Lessee is no longer  substantially
not using the Demised  Premises for the  operation of its  business,  or (b) the
date on which the Demised  Premises  are again  reasonably  usable for  Lessee's
business purposes,  Lessee shall be entitled to an abatement of Monthly Rent and
additional rent arising from increases in Operating  Expenses,  Operating Costs,
and/or Real Estate Tax es. However,  in the event Lessor denies Lessee access to
the Demised Premises during such initial thirty (30) day period (or fifteen (15)
day period,  as applicable),  such abatement shall also apply during such period
in which Lessee has been denied access by Lessor.


20.      LESSEE'S RESPONSIBILITY FOR DAMAGE

         Except as provided for in the Section of this Lease entitled, "ALL RISK
COVERAGE  INSURANCE,  " any and all  injury,  breakage  or damage to the Demised
Premises  or  the  Building  to the  extent  caused  by  Lessee  or its  agents,
subtenants,  licensees,  contractors,  servants,  employees and visitors,  or by
individuals and persons making  deliveries to or from the Demised Premises shall
be repaired by Lessor at the sole expense of Lessee. Payment of the cost of such
repairs by Lessee shall be due as additional  rent with the next  installment of
Monthly  Rent after Lessee  receives a bill for such  repairs from Lessor.  This
provision  shall not be in  limitation  of any other rights and  remedies  which
Lessor has or may have in such circumstances.

21.      ENTRY FOR INSPECTIONS, REPAIRS AND INSTALLATIONS

         (A) Lessee shall permit Lessor, or its agent, employees or contractors,
without notice to Lessee,  to enter the Demised Premises at all reasonable times
and in a reasonable  manner,  without  charge to Lessor or diminution of Monthly
Rent payable by Lessee, to examine,  inspect and protect the Building, and, upon
one (1) day written  notice,  to make such  repairs as in the judgment of Lessor
may be deemed  necessary to maintain or protect the Building,  or to exhibit the
Demised Premises to prospective tenants during the last one hundred twenty (120)
days of the term of this Lease.  Lessor shall use reasonable efforts to minimize
interference to Lessee's  business when making repairs,  but Lessor shall not be
required  to perform  the  repairs at a time other than  during  normal  working
hours.

         (B) In the event of an emergency, Lessor may enter the Demised Premises
without notice and make whatever repairs are necessary to protect the Building.

(C) Lessee shall permit Lessor, or its agents, employees or contractors, upon no
less than ten (10) days prior  written  notice to Lessee,  to enter the  Demised
Premises at  reasonable  times and in a  reasonable  manner,  without  charge to
Lessor or  diminution of Monthly Rent payable by Lessee,  to make  installations
related to the  construction  of  pre-occupancy  tenant work being  performed by
Lessor for other  tenants of the  Building,  to make  repairs,  alterations  and
improvements  arising due to repairs,  alterations and improvements to any areas
adjoining the Demised Premises, to erect, use and maintain pipes and conduits in
and through the Demised  Premises,  or to make  installations,  improvements and
repairs to utility  services  of the  Building  located in or about the  Demised
Premises.  Lessor shall use reasonable  efforts to minimize  interferences  with
Lessee's business operations, and, except in an emergency, will seek to schedule
its activities so as to reasonably accommodate Lessee undertaking its normal and
ordinary business operations.  If, except in the case of an emergency,  Lessee's
business operations cannot be reasonably  accommodated so as to permit Lessor to
undertake such work during Lessee's normal working hours, Monday through Friday,
then Lessor will undertake  such work beyond those normal working hours.  Lessor
shall always be  permitted  to undertake  such work after 8:00 p.m. on weekdays,
after  6:00  p.m.  on  Saturdays  and  all day on  Sundays  and  legal  holidays
recognized under this Lease.


22.      INSURANCE RATING

         Lessee shall not conduct or permit to be  conducted  any  activity,  or
place any  equipment  or  property in or about the  Demised  Premises  that will
increase in any way the rate of All Risk Coverage  insurance or other  insurance
on  the  Building,  unless  consented  to by  Lessor.  Lessor's  consent  may be
conditioned  upon Lessee's  payment of any costs arising  directly or indirectly
from such increase.  If any increase in the rate of All Risk Coverage  insurance
or other insurance on the Building is stated by any insurance  company or by the
applicable Insurance Rating Bureau to be due to Lessee's activity,  equipment or
property in or about the Demised  Premises,  said statement  shall be conclusive
evidence  that the increase in such rate is due to such  activity,  equipment or
property.  In such case,  Lessor shall notify  Lessee of -such fact and,  unless
Lessee's  ceases such  activity  within five (5) business days after the date of
receipt by Lessee of Lessor's notice,  Lessee shall be liable for such increase.
Any such rate  increase  and related  costs  incurred by Lessor  shall be deemed
additional  rent due and payable by Lessee to Lessor upon receipt by Lessee of a
written  statement of the rate  increase and costs.  Lessee may contest,  at its
sole cost and expense,  any  insurance  rate  increase,  provided such action by
Lessee will not adversely affect the insurance coverage of Lessor.


23.        INDEMNITY AND PUBLIC LIABILITY INSURANCE

         (A) Lessee shall  indemnify and save harmless Lessor and its Agent from
any  and all  liability,  damage,  expense,  cause  of  action,  suits,  claims,
judgments and cost of defense arising from injury to person or personal property
in and on the Demised Premises,  or upon any adjoining sidewalks or public areas
of the  Building,  which arise out of the act,  failure to act or  negligence of
Lessee, its subtenants, licensees, agents or employees.

         (B) In order to assure such indemnity,  Lessee shall, at its sole cost,
carry and keep in full  force and  effect at all times  during  the term of this
Lease, a commercial  comprehensive  general liability policy with a single limit
of at least One Million Dollars  ($1,000,000.00)  including  coverage for bodily
injury, property damage and personal injury liability.


24.      WORKER'S COMPENSATION INSURANCE

         Lessee  shall carry and keep in MI force and effect at all times during
the term of this  Lease,  at its sole  cost,  worker's  compensation  or similar
insurance in form and amounts  required by law.  Such  insurance  shall  contain
waiver of subrogation provisions in favor of Lessor and its Agent.

25.      ALL RISK COVERAGE INSURANCE

         (A)  Lessor  shall  obtain and  maintain  All Risk  Coverage  insurance
covering the Building and the building standard tenant improvements to the level
specified in Exhibit B.

         (B) Lessee shall obtain and maintain  throughout the term of this Lease
and any extension periods All Risk Coverage insurance insuring against damage to
and loss of tenant  improvements  and fixtures in and about the Demised Premises
in excess of the level and nature of building standard improvements and fixtures
specified in Exhibit B attached  hereto and made a part  hereof,  and all of its
equipment,  furniture,  and all other personal property in and about the Demised
Premises.

         (C) Lessor and Lessee  hereby  release  each other and waive any claims
they may have  against  the other for loss or  damage to the  Building,  Demised
Premises,  tenant  improvements,  fixtures,  equipment and/or any other personal
property  arising  from a risk  insured  against  under  the All  Risk  Coverage
insurance  policies to be carried by Lessor and Lessee,  as required above, even
though such loss or damage was caused by the negligence of Lessor, or Lessee, or
their respective  agents or employees (or any combination  thereof),  except for
the amount of the deductible under said policies.

         (D) Lessor and Lessee agree to obtain and maintain  throughout the term
of this  Lease  endorsements  to their  respective  All Risk  Coverage  policies
waiving the right of subrogation of their insurance  companies against the other
party and its agents and  employees.  Except to the  extent  expressly  provided
herein,  nothing  contained in this Lease shall relieve  Lessor or Lessee of any
liability to each other or to their  insurance  carriers  which Lessor or Lessee
may have under law or the provisions of this Lease in connection with any damage
to the Building,  Demised Premises,  tenant improvements,  fixtures,  equipment,
furniture, and all other personal property, by fire or other casualty.


26.      LESSEE'S CONTRACTOR'S INSURANCE

         Lessee shall require any  contractor of Lessee  performing  work on the
Demised Premises to carry and maintain, at no expense to Lessor:

         (A)  commercial   comprehensive  general  liability  insurance,   rice,
including  contractor's  liability  coverage,  contractual  liability  coverage,
completed  operations  coverage,  broad form  property  damage  endorsement  and
contractor's  protective  liability coverage,  to afford protection with limits,
for each occurrence,  of not less than One Million Dollars  ($1.000,000.00) with
respect to personal injury, death, or property damage; and

         (B)  worker's  compensation  or similar  insurance  in form and amounts
required by law.


27.      REQUIREMENTS FOR LESSEE'S INSURANCE POLICIES

         (A) The company or  companies  writing any  insurance  which  Lessee is
required to carry and maintain or cause to be carried or maintained  pursuant to
this Lease as well as the form of such  insurance  shall at all times be subject
to  Lessor's  approval  and any such  company or  companies  shall be a good and
responsible  insurance  company,  licensed  to do  business  in the  District of
Columbia. Lessee's public liability and All Risk Coverage insurance policies and
certificates  evidencing  such  insurance  shall  name  Lessor  and its Agent as
additional  insured  and shall also  contain a  provision  by which the  insurer
agrees that such  policy  shall not be canceled  except  after  thirty (30) days
prior written notice to Lessor,  unless such event of  cancellation  is due to a
failure of Lessee to pay any premium due  thereunder,  in which case the insurer
shall  only be  required  to  provide to Lessor no less than ten (10) days prior
written  notice of  cancellation.  Lessee  agrees to provide to Lessor  prior to
taking  possession  of the Demised  Premises the  certificates  evidencing  such
insurance; Lessor may withhold delivery of the Demised Premises without delaying
the  Commencement  Date, or triggering any abatement of rent, if Lessee fails to
provide Lessor with these certificates.

         (B) Any insurance carried or to be carried by Lessee hereunder shall be
primary over any policy that might be carried by Lessor. If Lessee shall fail to
perform any of its  obligations  regarding the  acquisition  and  maintenance of
insurance,  Lessor  may  perform  the same and the cost of same  shall be deemed
additional rent, payable upon Lessor's demand.


28.      LIABILITY FOR DAMAGE TO PERSONAL PROPERTY AND PERSON

(A)  All  personal  property  of  Lessee,  its  employees,  agents,  subtenants,
     business invitees, licensees, customers, clients, family members, guests or
     trespassers,  in and on the Demised  Premises shall be and remain in and on
     the Demised  Premises and the Building at the sole risk of said parties and
     Lessor  shall not be liable to any such  person or party for any damage to,
     or loss of personal  property  thereof,  including  loss or damage  arising
     from,  (i) any act,  including  theft,  or any failure to act, of any other
     persons, (ii) the leaking of the roof, (iii) the bursting, rupture, leaking
     or overflowing of water,  sewer or steam pipes, (iv) the rupture or leaking
     of heating or plumbing fixtures, including security and protective systems,
     (v) short  circuiting  or  malfunction  of  electrical  wires or  fixtures.
     including  security  and  protective  systems  or (vi) the  failure  of the
     heating or  air-conditioning  systems.  Lessee  specifically agrees to save
     Lessor harmless in all such cases.  Additionally Lessor shall not be deemed
     liable for the  interruption or loss- to Lessee's  business due to the loss
     or damage of or to Lessee's  fixtures,  equipment and personal  property or
     such property of the other covered parties caused by or arising from any of
     the above-described acts or causes.

         (B)  Lessor  shall not be liable  for any  personal  injury to  Lessee,
Lessee's employees, agents. subtenants, business invitees, licensees, customers,
clients,  family members,  guests or trespassers arising from the use, occupancy
and  condition  of the  Demised  Premises  or the  Building,  unless  such party
establishes that there has been negligence or a willful act or failure to act on
the part of Lessor, its agents or employees.


29       DAMAGE TO THE BUILDING AND/OR THE DEMISED PREMISES

(A) If the Demised Premises is damaged by fire,  casualty or other event insured
against by Lessor's All Risk Coverage  insurance  policy  covering the Building,
and the Demised Premises can be fully repaired,  in the professional  opinion of
an  independent  registered  architect  licensed to practice in the  District of
Columbia selected by Lessor,  within 180 days from the date of the insured fire,
casualty or other event, Lessor, at Lessor's expense,  shall repair such damage,
provided,  however,  Lessor shall have no obligation to repair any damage to, or
to replace,  (i) tenant  improvements in and about the Demised Premises that are
of a non building  standard  nature  specified in Exhibit B or are of a building
standard  nature,  but in excess of the level or quantity  of building  standard
improvements and fixtures specified in Exhibit B, (H) all of Lessee's equipment,
furniture,  and all other personal  property in and about the Demised  Premises,
and  (iii)  any  other  property  located  in the  Demised  Premises.  Except as
otherwise   provided  herein,   if  the  entire  Demised  Premises  is  rendered
untenantable  by reason of the  insured  fire,  casualty  or other  event,  then
Monthly Rent shall abate for the period from the date of such damage to the date
when Lessor has completed  repairs to the Demised  Premises as specified  above,
and if only a portion of the Demised Premises is so rendered untenantable,  then
Monthly Rent shall abate for such period in the proportion which the area of the
portion of the Demised Premises so rendered untenantable bears to the total area
of the Demised  Premises,  provided,  however,  if,  prior to the date when such
repairs  have been  completed,  any portion of the  Demised  Premises so damaged
shall be  rendered  tenantable  and shall be used or  occupied  by Lessee or any
person  claiming  through or under Lessee,  then the amount by which the Monthly
Rent shall abate shall be equitably  apportioned for the period from the date of
any such use or  occupancy  to the date  when such  repairs  are  completed.  No
compensation  or claim or reduction of rent will be allowed or paid by Lessor by
reason of  inconvenience,  annoyance,  or injury to  business  arising  from the
necessity  of repairing  the Demised  Premises or any portion of the Building of
which they are a part.


         (B)  Notwithstanding  the  foregoing,  if, within sixty (60) days after
such fire or casualty, whether prior to or during the term of this Lease, (i) an
independent  registered  architect  licensed  to  practice  in the  District  of
Columbia selected by Lessor determines in his/her/its  professional opinion that
the Demised  Premises is so damaged  that the Demised  Premises  cannot be fully
repaired  within  180  days  from  the  date  the  damage  occurred,  or (ii) an
independent  registered  architect  licensed  to  practice  in the  District  of
Columbia selected by Lessor determines in his/her/its  professional opinion that
the Building is so damaged by fire or other casualty insured against by Lessor's
All Risk  Coverage  policy  that  substantial  repair or  reconstruction  of the
Building  shall be required  (whether or not the Demised  Premises is damaged or
rendered untenantable), then, in any of such events:

                  (a) Lessor,  at its option,  may give to Lessee,  within sixty
(60) days of a determination made under (i) or (ii) above of this Subsection (B)
as applicable a thirty (30) day notice of  termination of this Lease and, in the
event that such notice is given, this Lease shall terminate  (whether or not the
term shall have commenced) upon the expiration of such thirty (30) days with the
same effect as if the date of  expiration of such thirty (30) days were the date
definitely  fixed  for  the  expiration  of the  term  of  this  Lease,  and the
then-applicable Monthly Rent shall be apportioned as of such date, including any
rent abatement as provided above.

                  (b)  Provided  Lessor,  under  the  terms  of the  instruments
documenting from time to time financing secured by the Building, is not deprived
of the use of  insurance  proceeds as a result of the  granting to a tenant of a
right to terminate its lease in the case of a fire or casualty,  or do not cause
a diminution in the amount of insurance  proceeds as a result of the granting to
a tenant of such right, Lessee shall have the right to terminate this Lease upon
thirty (30) days' prior written notice to Lessor, said notice to be given within
sixty (60) days after the date either  determination  under (i) or (ii) above of
this  Subsection  (B) is rendered.  In the event Lessee gives such notice,  this
Lease shall  terminate  (whether or not the term shall have  commenced) upon the
expiration  of such  thirty  (30)  days  with the same  effect as if the date of
expiration  of such  thirty  (30)  days  were  the  date  definitely  fixed  for
expiration of the term of the Lease, and the then applicable  Monthly Rent shall
be  apportioned  as of such date,  including  any rent  abatement as provided in
Subsection (A) above of this Section.

                  (C) Except where Lessee shall have the right to terminate  the
term of this  Lease  under  Subsection  (B) of this  Section,  if Lessor has not
elected to terminate this Lease, and thus thereafter becomes obligated to repair
and/or  reconstruct  the  Demised  Premises  and the  Building,  then Lessee may
terminate  the term of this  Lease in the event  the  Demised  Premises  are not
substantially  restored to the extent of Lessor's  obligations  under Subsection
(A) of this Section  within two hundred  seventy (270) days from the date of the
fire or casualty.  To exercise this right to  terminate,  Lessee must deliver to
Lessor written notice of Lessee's  election to terminate not later than five (5)
business days after the expiration of the two hundred seventy (270) day period.


         (D)  For  the  purposes  of  this  Section  of  the  Lease,   the  term
"untenantable" means not reasonably usable by Lessee for its business purposes.


30.       DEFAULT OF LESSEE

This Lease shall,  at the,  option of Lessor,  cease and terminate if (i) Lessee
     fails  to pay  rent,  including  any  installment  of  Monthly  Rent or any
     additional rent, although no legal or formal demand has been made, and such
     failure to pay rent  continues  for a period of ten (10) days after written
     notice  addressed  to Lessee has been  delivered  by Lessor to the  Demised
     Premises,  or (ii)  Lessee  violates  or fails to perform  any of the other
     conditions,  covenants or agreements of this Lease made by Lessee,  and any
     violation  or failure  to perform  any of those  conditions,  covenants  or
     agreements  continues for a period of thirty (30) days after written notice
     thereof  has been  delivered  by Lessor to Lessee,  or, in cases  where the
     violation  or failure to perform  cannot be  corrected  within  thirty (30)
     days,  Lessee does not begin to correct the violation or failure to perform
     within  thirty (30) days after  receiving  Lessor's  written  notice and/or
     Lessee  thereafter  does  not  diligently  pursue  the  correction  of  the
     violation or failure to perform.  Any said  violation or failure to perform
     or to pay any rent, if left uncorrected, shall operate as a notice to quit,
     any  further  notice to quit or notice of  Lessor's  intention  to re-enter
     being hereby  expressly  waived.  Lessor may thereafter  proceed to recover
     possession  under  and by  virtue  of the  provisions  of the  laws  of the
     jurisdiction in which the Building is located or by such other proceedings,
     including re-entry and possession,  as may be applicable.  If Lessor elects
     to terminate this Lease,  everything herein contained on the part of Lessor
     to be done and  performed  shall cease  without  prejudice  to the right of
     Lessor to recover from Lessee all rent  accruing up to and through the date
     of  termination  of this Lease or the date of recovery of possession of the
     Demised  Premises  by  Lessor,  whichever  is later.  Should  this Lease be
     terminated  before  the  expiration  of the term of this Lease by reason of
     Lessee's default as hereinabove provided, or if Lessee abandons the Demised
     Premises  before the  expiration or  termination of the term of this Lease,
     the  Demised  Premises  may be relet by Lessor  for such rent and upon such
     terms as are not  unreasonable  under the  circumstances,  and, if the full
     rent hereinabove provided is not realized by Lessor, Lessee shall be liable
     for  all  damages  sustained  by  Lessor,  including,  without  limitation,
     deficiency  in  rent,  reasonable  attorneys'  fees,  brokerage  fees,  and
     expenses of placing the Demised Premises in first-class rentable condition.
     Any damage or loss of rent  sustained by Lessor  (including  any deficiency
     between the rent  reserved  pursuant to the reletting and the rent reserved
     under this Lease, accelerated to the date of reletting) may be recovered by
     Lessor, at Lessor's 'option,  at the time of the reletting,  or in separate
     actions, from time to time. as said damage shall have been made more easily
     ascertainable  by successive  relettings,  or, at Lessor's  option,  may be
     deferred until the expiration of the term of this Lease, in which event the
     cause of  action  shall not be  deemed  to have  accrued  until the date of
     expiration of said term. The provisions  contained in this Section shall be
     in addition to and shall not prevent the  enforcement  of any claim  Lessor
     may have against  Lessee for  anticipatory  breach of the unexpired term of
     this Lease.


31.       REPEATED DEFAULTS

         If Lessee has  committed a Material  Default more than twice during any
twelve  (12) month  period  during the term of this  Lease,  then,  at  Lessor's
election, Lessee shall not have any right to cure such repeated failure default,
the terms and  conditions  of the  Section of this Lease  entitled,  "DEFAULT OF
LESSEE," notwithstanding.  In the event of Lessor's election not to allow a cure
of a repeated default.  Lessor shall have all of the rights provided for in that
Section of this Lease for an uncured default.

32.      WAIVER

If Lessor  institutes legal or administrative  proceedings  against Lessee and a
compromise or settlement thereof is made, the same shall not constitute a waiver
of Lessee's obligations to comply with any covenant, agreement or condition, nor
of any of Lessor's  rights  hereunder.  No waiver by Lessor of any breach of any
covenant,   condition,  or  agreement  specified  herein  shall  operate  as  an
invalidation or as a continual  waiver of such covenant,  condition or agreement
itself, or of any subsequent breach thereof.  No payment by Lessee or receipt by
Lessor (or any party  designated by Lessor to receive any payments of rent) of a
lesser  amount  than the amount of rent due  Lessor  shall be deemed to be other
than  payment  on account of the  earliest  stipulated  rent.  In  addition,  no
endorsement or statement on any check or letter accompanying a check for payment
of such  rent be  deemed  an  accord  and  satisfaction.  Lessor,  or any  party
designated  by Lessor,  may accept such check or payment  without  prejudice  to
Lessor's right to recover the balance of such rent or to pursue any other remedy
provided for in this Lease or in the governing law of the  jurisdiction in which
the Building is located.  No re-entry by Lessor,  and no acceptance by Lessor of
keys from Lessee, shall be considered an acceptance of a surrender of the Lease.


33.      SUBORDINATION

         (A) This Lease is subject  and  subordinate  to the lien of all and any
mortgages (which term "mortgages"  shall include both construction and permanent
financing  and shall include  deeds of trust and similar  security  instruments)
which  may now or  hereafter  encumber  or  otherwise  affect  the  real  estate
(including  the  Building) of which the Demised  Premises is a part, or Lessor's
leasehold   interest  therein,   and  to  all  and  any  renewals,   extensions,
modifications,  recastings or  refinancings  thereof.  In  confirmation  of such
subordination, Lessee shall. at Lessor's request, promptly execute any requisite
or appropriate  certificate or other  document.  Lessee hereby  constitutes  and
appoints Lessor as Lessee's attorney-in-fact to execute any such certificate for
or on behalf of Lessee if Lessee does not execute said  certificate  or document
within ten (10) business days after receipt thereof.

         (B) Lessee agrees that in the event any proceedings are brought for the
foreclosure of any such  mortgage,  Lessee shall attorn to the purchaser at such
foreclosure  sale and recognize such purchaser as the party identified as Lessor
under this  Lease,  provided  that such party shall have no  obligations  for or
responsibility  to  correct  any  past  violations  or  failures  of  the  party
previously  identified as Lessor. Lessee waives the provisions of any statute or
rule of law,  now or  hereafter  in  effect,  which may give or  purport to give
Lessee any right to terminate or otherwise  adversely  affect this Lease and the
obligations  of  Lessee  hereunder  in  the  event  that  any  such  foreclosure
proceeding is prosecuted or completed.

         (C) Notwithstanding Lessee's agreement to subordinate this Lease to any
mortgages as set forth in Subsection  (A) of this Section,  Lessor agrees to the
following:

                   (i) Subject to the provisions of Subsection (C)(iii) below of
this  Section,  Lessor  shall  have  the  affirmative  obligation  to  obtain  a
nondisturbance  agreement for Lessee (a) from the holder of the current mortgage
secured by the  Building  and the Land and (b) from the holder of any  successor
mortgage placed by Lessor in calendar years 1997, 1998 and 1999, provided Lessee
is not, at the time Lessor seeks to place a new mortgage secured by the Building
and/or the Land during the term of this Lease,  in default of any  obligation or
covenant of Lessee  specified  in this Lease after any period to cure or correct
such default specified in this Lease has expired.

         (ii) Lessor  shall use its  commercially  reasonable  efforts to obtain
(but without any  obligation  to pay a premium for) a  nondisturbance  agreement
from any holder of any successive  mortgage  secured by the Building  and/or the
Land placed by Lessor after calendar year 1999.

         (iii) The form of nondisturbance  agreement shall either be in the form
attached  as  Exhibit F, or in the usual and  customary  form of any holder of a
mortgage, upon terms reasonably acceptable to Lessee. The terms of such holder's
form shall be deemed reasonable to Lessee if its terms do not in any substantive
manner alter,  change or modify any of the rights and benefits granted to Lessee
by this  Lease,  and  specifically  do not cause any change or  modification  in
Lessee's rent  obligations as fixed by the provisions of this Lease.  Lessee may
not require as a condition to its acceptance of any form of nondisturbance  that
the  holder  of such  mortgage  (a)  recognize  such  nondisturbance  protection
afforded to Lessee at any time that the holder  becomes  vested with  control of
the Building  and/or the Land by  foreclosure or otherwise and Lessee is then in
default  under  this  Lease  and  notice  thereof  has  been  given  and cure or
correction  of such  noted  default  has not been  made by  Lessee,  (b) cure or
correct any default of Lessor  arising prior to the date that the holder of such
mortgage becomes vested with -control over the Building and/or the Land, whether
by foreclosure or otherwise,  or (c) become  responsible  for any monies paid by
Lessee to Lessor in advance of when  required to be paid pursuant to this Lease,
where such payment  occurs prior to the date that the holder of such mortgage is
vested with control over the Building,  whether by foreclosure or otherwise. Any
nondisturbance  agreement  shall  specifically  provide  that Lessee will not be
disturbed in its possession of the Demised  Premises or of its rights under this
Lease by the holder of such  mortgage  in the event of a  foreclosure,  provided
however  Lessee is then not in default of its  obligations  and covenants  under
this  Lease.  after the  giving  of  applicable  notice  and the  expiration  of
applicable periods to cure or correct without cure or correction being made.

         (D) If the  Building,  the Demised  Premises  or any part  respectively
thereof is at any time subject to a mortgage or a deed of trust or other similar
instrument, and this Lease or the rents are assigned to such mortgagee,  trustee
or beneficiary,  and Lessee is given written notice thereof,  including the post
office  address of such  assignee,  then Lessee may not terminate this Lease for
any  default  on the part of  Lessor  without  first  giving  written  notice by
certified or  registered  mail,  return  receipt  requested,  to such  Assignee,
Attention:  Mortgage  Loan  Department.  The notice shall specify the default in
reasonable  detail,  and afford such assignee a reasonable  opportunity  to make
performance, at its election, for and on behalf of Lessor.


34.      CONDEMNATION

                  (A) If the whole or a substantial part of the Demised Premises
or the  Building  is  condemned  or  acquired  in  lieu of  condemnation  by any
governmental  authority for any public or quasi-public use or purpose,  then the
term of this Lease shall cease and  terminate as of the date when title vests in
such  governmental  authority.  Lessee shall have no claim against Lessor or the
condemning  authority for any portion of the amount of the condemnation award or
settlement that Lessee claims as its damages  arising from such  condemnation or
acquisition,  or for the value of any  unexpired  term of the Lease.  Lessee may
make a separate claim against the condemning  authority for a separate award for
the value of any of Lessee's tangible personal property and trade fixtures,  for
moving  and   relocation   expenses  and  for  such  business   damages   and/or
consequential  damages  as may be allowed  by law,  provided  the same shall not
diminish the amount of Lessor's award.


         (B) If  less  than  a  substantial  part  of the  Demised  Premises  is
condemned or acquired in lieu of condemnation by any governmental  authority for
any public or quasi-public use or purpose,  the rent shall be equitably adjusted
on the date when title vests in such governmental  authority and the Lease shall
otherwise  continue in full force and effect.  For purposes of this  Section,  a
"substantial  part of the Demised  Premises"  shall be  considered  to have been
taken if twenty-five percent (25 %) or more of the Demised Premises is condemned
or acquired in lieu of condemnation,  or if less than twenty-five percent (25 %)
of the Demised  Premises is taken and the portion of the Demised  Premises taken
renders the entire  Demised  Premises  untenantable  for the conduct of Lessee's
business..

(C)  If twenty-five  percent (25%) or more of the Building is condemned (whether
     or not the Demised Premises shall have been condemned) and Lessor elects to
     demolish the remainder of the Building, Lessor shall terminate this Lease.

35.      RULES AND REGULATIONS

         Lessee, its agents and employees,  shall abide by and observe the rules
and regulations attached hereto as Exhibit C and such other reasonable rules and
regulations as may be promulgated  from time to time by Lessor for the operation
and maintenance of the Building,  provided a copy thereof is sent to Lessee. Any
failure to comply  with any rule or  regulation  may become a basis  under which
Lessor  may claim a  default  by  Lessee,  after  the  giving of notice  and the
expiration  of the thirty  (30) day period to cure or  correct  afforded  by the
Section of this Lease entitled  "DEFAULT OF LESSEE."  Nothing  contained in this
Lease shall be construed to impose upon Lessor any duty or obligation to enforce
such rules and regulations,  or the terms,  conditions or covenants contained in
any other lease as against any other  tenant,  and Lessor shall not be liable to
Lessee  for  violation  of the same by any  other  tenant,  any  other  tenant's
employees,  agents,  business invitees,  licensees,  customers,  clients, family
members  or  guests.  Lessor  shall  not  discriminate  against  Lessee  in  the
enforcement of any rule or regulation.


36.      RIGHT OF LESSOR TO CURE LESSEE'S DEFAULT

          If Lessee defaults in the making of any payment to any third party, or
doing any act  required  to be made or done by Lessee  relating  to the  Demised
Premises  (including the performance of Lessee's  obligations under this Lease),
then Lessor may, but shall not be required to, make such payment or do such act,
and the amount of the expense thereof,  if made or done by Lessor, with interest
thereon at a rate equal to two (2) percentage  points above the then  applicable
base rate of interest (or  comparable  rate of interest) per annum as fixed by a
federally  chartered  financial  institution  as reasonably  selected by Lessor,
accruing  from the date paid by  Lessor,  shall be paid by Lessee to Lessor  and
shall  constitute  additional  rent  hereunder  due and  payable by Lessee  upon
receipt of a written statement of costs from Lessor.  The making of such payment
or the doing of such act by  Lessor  shall  not  operate  as a waiver or cure of
Lessee's default.  nor shall it prevent Lessor from the pursuit of any remedy to
which Lessor would otherwise be entitled.




37.        LATE CHARGES

          Any installments of Monthly Rent, additional rent, or other charges to
be paid by Lessee pursuant to this Lease which are not paid by Lessee within ten
(10) days after the same becomes due and payable  shall bear  interest at a rate
equal to two (2)  percentage  points  above the then base rate of  interest  (or
comparable  rate of  interest)  per  annum  as fixed  by a  federally  chartered
financial  institution as reasonably selected by Lessor,  accruing from the date
such  installment  or  payment  became  due and  payable  to the date of payment
thereof by Lessee. As and to the extent that no time for payment is specified in
this Lease with regard to any charge or payment,  such  payment  shall be deemed
due an payable to Lessor within  thirty (30) days of receipt of Lessor's  notice
to Lessee  requesting  payment,  with any late charge rising ten (10) days after
the expiration of such payment period. Such interest shall constitute additional
rent due and  payable  to  Lessor  by  Lessee  upon the date of  payment  of the
delinquent payment referenced above.


38.      NO PARTNERSHIP

Nothing  contained  in this  Lease  shall be  deemed  or  construed  to create a
     partnership or joint venture of or between Lessor and Lessee,  or to create
     any other relationship between the parties hereto other than that of lessor
     and lessee.


39.      NO REPRESENTATIONS BY LESSOR

         As of the date of this Lease first hereinabove  stated,  neither Lessor
nor any agent or  employee  of Lessor has made any  representations  or promises
with respect to the Original Premises, the Additional Premises or both, and with
respect to the Building except as herein expressly set forth in this Lease or in
that certain Conditional Termination of Lease Agreement,  dated April___ , 1997.
By entering  into this Lease,  Lessee  specifically  recognizes  that no rights,
privileges,  easements or licenses have been acquired by Lessee except as herein
expressly  set forth in this  Lease  and the  Conditional  Termination  of Lease
Agreement.


40.        BROKER AND AGENT

         (A) Lessor and Lessee each  represent  and warrant one to another that,
except as  hereinafter  set forth,  neither of them has  employed  any broker in
carrying on the negotiations,  or had any dealings with any broker,  relating to
this Lease.  Lessee represents that it has employed I-arson,  Ball & Gould, Inc.
as its broker; Lessor represents that it has employed Carr Real Estate Services,
Inc. as its broker,  and further agrees to pay the commissions  accruing to each
identified  broker  pursuant  to  certain  outside  agreement(s).  Lessor  shall
indemnify and hold Lessee  harmless,  and Lessee shall indemnify and hold Lessor
harmless, from and against any claim or claims for brokerage or other commission
arising from or out of any breach of the foregoing  representation  and warranty
by the respective indemnitor.

         (B) Lessor  appoints and Lessee  recognizes,  until such time as Lessor
otherwise notifies Lessee in writing,  Randall Hagner Company,  1321 Connecticut
Avenue, N.W. Washington, D.C. 20036 as Lessor's exclusive, agent (referred to in
this Lease as "Agent") for the management and operations of the Building and for
the service of process, issuance and receipt of all notices, and instituting and
processing all legal actions on behalf of Lessor under this Lease.

41.      WAIVER OF JURY TRIAL

Lessor and  Lessee  hereby  waive  trial by jury in any  action,  proceeding  or
     counterclaim  brought by either of the parties  hereto against the other on
     or with  respect  to any  matter  whatsoever  arising  out of or in any way
     connected with this Lease, the relationship of Lessor and Lessee hereunder,
     Lessee's  use or  occupancy  of the Demised  Premises,  and/or any claim of
     injury or damage.


42.        ENFORCEMENT OF LEASE

         In the event  Lessor is  required  or  elects to take  legal  action to
enforce against Lessee the performance of Lessee's obligations under this Lease,
then  Lessee  shall  immediately  reimburse  Lessor  for all costs and  expenses
including, without limitation, reasonable attorneys' fees, incurred by Lessor in
its successful prosecution of that legal action.


43.      NOTICES

         All notices or other  communications  hereunder shall be in writing and
shall be deemed duly given if delivered in person;  by  certified  mail,  return
receipt requested,  or by registered mail, postage prepaid: (A) if to Lessor, in
duplicate to Agent at 1321 Connecticut  Avenue,  N.W.,  Washington,  D.C. 20036,
Attention:  Property Management and to Greystone Realty  Corporation,  100 First
Stamford Place, Stamford,  Connecticut 06902, Attention:  Asset Management;  and
(B) if to  Lessee,  in  duplicate  at I  Memorial  Drive,  Cambridge,  MA 02142,
Attention:  Corporate  Counsel,  and  at  Suite  600,  1776  Eye  Street,  N.W.,
Washington, DC 20006, Attention: Office Director.

         The party to receive  notices and the place  notices are to be sent for
either  Lessor  or  Lessee  may be  changed  by  notice  given  pursuant  to the
provisions of this Section.


44.        ESTOPPEL CERTIFICATES

Lessee agrees,  at any time and from time to time,  upon not less than seven (7)
     business days prior written notice by Lessor,  to execute,  acknowledge and
     deliver to Lessor a statement in writing (A) certifying  that this Lease is
     unmodified   and  in  full  force  and  effect  (or,  if  there  have  been
     modifications,  that the Lease is in full force and effect as modified  and
     stating  the  modifications),  (B)  stating the dates to which the rent and
     other charges  hereunder have been paid by Lessee,  (C) stating  whether or
     not,  to  the  best  knowledge  of  Lessee,  Lessor  is in  default  in the
     performance  of any  covenant,  agreement  or  condition  contained in this
     Lease,  and, if so,  specifying  each such default of which Lessee may have
     knowledge,  (D) stating the  address to which  notices to Lessee  should be
     sent  and,  if  Lessee  is a  corporation,  the  name  and  address  of its
     registered agent in the jurisdiction in which the Building is located,  and
     (E)  agreeing not to pay Monthly Rent more than thirty (30) days in advance
     or to amend the Lease  without the consent of any mortgage  lender having a
     security interest in the Building.  Any such statement  delivered  pursuant
     hereto may be relied  upon by any owner of the  Building,  any  prospective
     purchaser of the Building, any prospective purchaser of any interest in the
     party  identified as Lessor in this Lease from time to time,  any mortgagee
     or prospective  mortgagee of the Building or of Lessor's  interest,  or any
     prospective assignee of any such mortgage.


45.      HOLDING OVER

         (A) In the event  Lessee  does not  immediately  surrender  the Demised
Premises on the date of  expiration  of the term of this Lease or any  extension
period thereof,  Lessee shall, by virtue of this Section of the Lease,  become a
lessee by the month and hereby  agrees to pay to Lessor a Monthly  Rent equal to
one hundred fifty percent (150%) of the amount of (A) the Monthly Rent in effect
during the last  month of the term of this  Lease as it may have been  extended,
plus (B) the one-twelfth (1/12th) payment made with Monthly Rent pursuant to the
Section of this Lease entitled,  "OPERATING  EXPENSES,  OPERATING COSTS AND REAL
ESTATE TAXES." The month-to-month tenancy shall commence with the first day next
after the  expiration  of the term of this  Lease.  Lessee  as a  month-to-month
tenant shall  continue to be subject to all of the  conditions  and covenants of
this Lease. Lessee shall give to Lessor at least thirty (30) days written notice
of any  intention  to quit the  Demised  Premises.  Lessee  shall be entitled to
thirty  (30) days  written  notice to quit the Demised  Premises,  except in the
event of  nonpayment  of the modified  Monthly  Rent in advance,  in which event
Lessee  shall not be entitled to any notice to quit,  the usual thirty (30) days
notice to quit being hereby expressly waived.

         (B) In the event Lessee holds over after the  expiration of the term of
the Lease or extension period thereof,  and Lessor desires to' regain possession
of the Demised Premises  promptly at the expiration of the term of this Lease or
extension  period  thereof,  then at any time prior to  Lessor's  acceptance  of
modified Monthly Rent from Lessee as a month to month tenant hereunder,  Lessor,
at its option, may forthwith reenter and take possession of the Demised Premises
without  process,  or by any legal process in force in the jurisdiction in which
the Building is located.


46.      RIGHTS RESERVED BY LESSOR

         Lessor shall have the following rights,  exercisable  without notice to
Lessee,  without liability for damage or injury to property,  person or business
and without  effecting an eviction,  constructive or actual,  or disturbances or
Lessee's use or possession  of the Demised  Premises or giving rise to any claim
for set-off, abatement of rent or otherwise:

         (A)      To change the Building's name or street address;

         (B) To affix, maintain and remove any and all signs on the exterior and
interior of the  Building,  excluding  Lessee's  signage  permitted  or approved
pursuant  to the  provisions  of the Section of this Lease  entitled  "SIGNS AND
ADVERTISEMENTS";

(C)  To designate and approve, prior to installation, all window shades, blinds,
     drapes, awnings,  window ventilators,  lighting and other similar equipment
     to be  installed  by Lessee  that may be visible  from the  exterior of the
     Demised Premises or the Building;

         (D)  To  decorate  and  make   repairs,   alterations,   additions  and
improvements, whether structural or otherwise, in, to and about the Building and
any part thereof, and, during the continuance of any of such work, but otherwise
subject  to the  provisions  of  Subsection  (C) of the  Section  of this  Lease
entitled  "SERVICES AND UTILITIES",  to temporarily close doors, entry ways, and
common areas in the Building and to interrupt or  temporarily  suspend  Building
services and facilities,  all without affecting Lessee's obligations  hereunder,
so long as the Demised Premises remain tenantable;

(E)  To grant to anyone the  exclusive  right to conduct any  business or render
     any service in the Building,  provided Lessee is not thereby  excluded from
     uses expressly permitted herein;

         (F) To alter, relocate,  reconfigure and reduce the common areas of the
Building,  as long as the Demised Premises remains  reasonably  accessible,  the
resulting condition does not reduce availability to Lessee of off street parking
in the Building,  and any such action affecting a common area located within the
Building  does not  materially,  adversely and  permanently  affect or alter the
Building's  image as a first class office  building  situated within the central
business district of Washington, D.C.; and

         (G) To alter,  relocate,  reconfigure,  reduce and  withdraw the common
areas located outside the Building,  as long as the Building,  including the off
street parking facility within the Building,  remains reasonably  accessible and
any such action  affecting a common area located  outside the Building  does not
materially,  adversely and materially  affect or alter the Building's image as a
first class office  building  situated within the central  business  district of
Washington, D. C.

47.       COVENANTS OF LESSOR

         Lessor  covenants that it has the right to make this Lease for the term
of the I-ease  aforesaid.  Further Lessor covenants that if Lessee shall pay the
rent and shall perform all of the covenants, agreements and conditions specified
in this  Lease to be  performed  by Lessee , Lessee  shall,  for the term of the
Lease, freely, peaceably and quietly occupy and enjoy the full possession of the
Demised  Premises  without  molestation  or hindrance  by Lessor,  its agents or
employees. Entry in the Demised Premises for inspections,  repairs, alterations,
improvements and installations by Lessor,  its agents,  employees or contractors
pursuant  to the  Section  of this  Lease  entitled  "INSPECTIONS,  REPAIRS  AND
INSTALLATIONS"  and the  exercise by Lessor of Lessor's  rights  reserved in the
Section of this Lease entitled  "RIGHTS RESERVED BY LESSOR" shall not constitute
a breach by Lessor of this covenant. In addition,  planned activities of Lessor,
whether in the form of renovation, redecoration or rehabilitation of any area of
the Building,  including the lobby, and any of the surrounding  public spaces by
Lessor or in the form of organized activities,  public or private,  shall not be
deemed violation by Lessor of Lessor's  covenant of quiet enjoyment  benefitting
Lessee.


48.        LIEN FOR RENT

In consideration of the mutual benefits arising under this Lease,  Lessee hereby
grants to Lessor a lien on all property of Lessee now or hereafter  placed in or
upon the Demised Premises (except such part of any property as may be exchanged,
replaced,  or  sold  from  time  to  time in the  ordinary  course  of  business
operations or trade of Lessee),  and such property  shall be. and remain subject
to such lien of Lessor for  payment of all rent and other sums agreed to be paid
by Lessee herein. Said lien shall be in addition to and cumulative upon Lessor's
liens  provided  by law.  Said lien shall be second in priority to the rights of
any lessor of, or the mortgagee of, any equipment or personal property under any
equipment  lease or  mortgage,  the rights of the seller  under any  conditional
sales  contract,  or the  rights  of the  lender  under any  leasehold  mortgage
consented to by Lessor.  Lessee shall reimburse to Lessor,  as additional  rent,
all costs and  expenses,  including  reasonable  attorney's  fees,  which Lessor
incurs by reason of or in  connection  with any  request  for waiver of Lessor's
lien  hereunder or  enforcement  of Lessor's  rights  hereunder,  such costs and
expenses  to be due  and  payable  within  fifteen  (15)  days of  receipt  of a
statement of such costs and expenses from Lessor.


49.      RULE AGAINST PERPETUITIES

If   and to the extent that this Lease would,  in the absence of the  limitation
     imposed by this Section,  be invalid or unenforceable as being in violation
     of the rule  against  perpetuity  or any other rule of law  relating to the
     vesting  of  interests  in  property  or the  suspension  of the  power  of
     alienation of property,  then it is agreed that  notwithstanding  any other
     provision  of this Lease,  this Lease and any and all  options,  rights and
     privileges granted to Lessee thereunder,  or in connection  therewith shall
     terminate if not  previously  terminated,  on the date which is  twenty-one
     (21)  years  after the  death of the last  heir or issue,  who are lives in
     being as of the date of this Lease, of the following named persons:  Oliver
     T. Carr, Jr. and George H. Beuchert, Jr.


50.      GENDER

         Feminine  or  neuter  pronouns  shall be  substituted  for those of the
masculine form, and the plural shall be substituted for the singular number,  in
any place or places herein in which the context may require such substitution or
substitutions.

51.      BENEFIT AND BURDEN

         (A) The terms and  provisions  of this Lease shall be binding  upon and
shall inure to the benefit of the  parties  hereto and each of their  respective
representatives,  successors and permitted assigns.  Lessor may freely and fully
assign  its  interest  hereunder.  In the event of any sale or  transfer  of the
Building by operation of law or otherwise by the party named as Lessor hereunder
(or any subsequent  successor,  transferee or assignee),  then said party, whose
interest is thus sold or  transferred  shall be and is  completely  released and
forever  discharged  from and with  respect to all  covenants,  obligations  and
liabilities  as Lessor  hereunder  after the date of such sale or  transfer.  It
being understood and agreed in such event that the person succeeding to Lessor's
ownership shall thereupon and thereafter assume, perform and observe any and all
of such covenants and obligations of Lessor.

(B)  In the event  Lessor  shall be in  default  under this  Lease,  and if as a
     consequence of such default,  Lessee shall recover a money judgment against
     Lessor,  such judgment  shall be satisfied only out of the proceeds of sale
     received  upon  execution  of such  judgment  against the right,  title and
     interest of Lessor in the Building as the same may then be constituted  and
     encumbered and Lessor shall not be liable for any  deficiency.  In no event
     shall  Lessee  have the right to levy  execution  against  any  property of
     Lessor other than its interests in the Building.


52.      BANKRUPTCY

         If Lessee or any guarantor of this Lease becomes bankrupt or insolvent,
or files any  debtor  proceedings,  or if Lessee or any  guarantor  takes or has
taken  against  it in any court  pursuant  to any  statute  either of the United
States  or  of  any  State  a  petition  in  bankruptcy  or  insolvency  or  for
reorganization  or for the  appointment  of a  receiver  or  trustee of all or a
portion of Lessee's or any such guarantor's  property,  or if Lessee or any such
guarantor makes an assignment for the benefit of creditors,  or petitions for or
enters into an  arrangement,  then this Lease  shall  terminate  and Lessor,  in
addition to any other rights or remedies it may have,  shall have the  immediate
right of reentry  and may remove  all  persons  and  property  from the  Demised
Premises and such  property  may be removed and stored in a public  warehouse or
elsewhere at the cost of, and for the account of Lessee,  all without service of
notice or resort to legal  process and without  being deemed guilty of trespass,
or becoming liable for any loss or damage which may be occasioned thereby.


53.       SAVINGS CLAUSE

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


54.       CORPORATE LESSEE

         If Lessee is or will be a corporation, the persons executing this Lease
on behalf of Lessee hereby consent,  represent and warrant that Lessee is a duly
incorporated  or a duly  qualified (if a foreign  corporation)  corporation  and
authorized  to do business in the District of  Columbia;  and that the person or
persons  executing  this Lease on behalf of Lessee is an officer or are officers
of Lessee,  and that he or they as such officers are duly authorized to sign and
execute this Lease.  Upon request of Lessor to Lessee,  Lessee shall  deliver to
Lessor documentation  satisfactory to Lessor evidencing Lessee's compliance with
the provisions of this Section.  Further,  Lessee agrees to promptly execute all
necessary and reasonable  applications or documents confirming such registration
as requested by Lessor or its  representatives,  required by the jurisdiction in
which the Building is located to permit the  issuance of  necessary  permits and
certificates for Lessee's use and occupancy of the Demised  Premises.  Any delay
or failure by Lessee in  submitting  such  application  or  document so executed
shall  not  serve  to delay  the  Commencement  Date or delay or waive  Lessee's
obligations to pay rent hereunder.





55.        JOINT AND SEVERAL LIABILITY

         If  two  or  more  individuals,  corporations,  partnerships  or  other
business  associations  (or any  combination of two or more thereof ) shall sign
this Lease as Lessee,  the liability of each of them shall be joint and several.
In like manner,  if Lessee is a partnership  or other business  association  the
members of which are, by virtue of statute or general  law,  subject to personal
liability,  the liability of each  individual who was, is or becomes a member of
such  partnership  or association at any time from the date of execution of this
Lease to and'  including the  expiration or earlier  termination  of the term of
this Lease, shall be joint and several.


56.        FINANCIAL INFORMATION

         In connection with the sale of the Building by Lessor and in connection
with the  placement  of  financing  to be secured by  Lessor's  interest  in the
Building,  Lessee  agrees (a) that Lessor shall be permitted to obtain from time
to time current Dunn & Bradstreet report on Lessee, and (b) to provide to Lessor
within fifteen (15) days after receipt of written notice from Lessor,  a list of
Lessee's present references for financial institutions in which Lessee maintains
its operating accounts, which list shall contain a reference to at least one (1)
of  Lessee's  primary  banking  relationships  in the United  States,  and gross
revenue statements for Lessee's two (2) immediately  preceding  completed fiscal
years, as well as a statement of estimated gross revenues for the current fiscal
year.  All  financial  information  of Lessee  shall be certified by a corporate
officer of Lessee or  managing  partner of Lessee,  as  applicable,  as true and
correct in all material respects.


57.      COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OF 1990

         (A) Except as noted in  Subsection  (B) of this Section  below,  Lessor
shall be generally  responsible  for ensuring,  throughout the term of the Lease
and any extension thereof, that all common areas of the Building,  all elevators
(including  elevator  call  buttons,  lights and bells),  all  bathrooms  in the
Building  located within the perimeter of core area on each floor  (exclusive of
any private  bathrooms  within premises leased to tenants  including  within the
Demised Premises) and all suite entrance doors opening into the Demised Premises
satisfy the  requirements  of the Americans  with  Disabilities  Act of 1990, 42
U.S.C.  ss. 12101 et seq.  ("ADA").  Except as noted in Subsection  (B) below of
this Section.  Lessor shall  indemnify  Lessee and hold Lessee harmless from and
against  any  loss,  cost  or  damage  (including  reasonable  attorneys'  fees)
resulting from any claim, complaint, action, order, directive, decree or finding
that any of the common  areas of the  Building,  any  bathroom  in the  Building
including those within the Demised Premises,  or any suite entrance door opening
into the Demised Premises does not satisfy the requirements of the ADA.

         (B)  Lessee  shall be  responsible  for  ensuring  that in  making  any
Alterations  these  Alterations  are  constructed,  installed or fabricated in a
manner that satisfies the requirements of the ADA. Alterations made by Lessee to
areas or facilities of the Building  otherwise falling under the  responsibility
of Lessor as noted in Subsection (A) above shall be made in accordance  with ADA
and Lessor  shall have no  obligation  to  subsequently  retrofit or correct any
Alterations   not  in  compliance  with  ADA.   Construction,   installation  or
fabrication  of  Alterations  by Lessee  shall not serve to  obligate  Lessee to
undertake modifications to common areas of the Building or base building systems
unless as part of such  Alterations  Lessee  modifies  such common areas or base
building  systems as part of its  Alterations.  By example,  if Lessee elects to
install wall coverings in an elevator lobby serving a floor within or on which a
portion of the Demised  Premises is located,  Lessee shall have no obligation to
modify base building hardware,  elevator calls, buttons and the like. If however
Lessee elects to replace base building hardware,  then any replacement equipment
installed by Lessee must be compliant with ADA.  Lessee shall  indemnify  Lessor
and hold Lessor  harmless from and against any loss,  cost or damage  (including
reasonable attorneys' fees) resulting from any claim, complaint,  action, order,
directive,   decree  or  finding  that  any   Alterations  do  not  satisfy  the
requirements of the ADA. Where any of Lessor's activities within the Building or
any of Lessee's  activities in or about.  the Demised  Premises trigger "path of
travel"  requirements  under the ADA,  the party whose  activities  trigger such
requirements shall be responsible for satisfying such requirements.


58.      GOVERNING LAW

This Lease and the rights and  obligations of Lessor and Lessee  hereunder shall
     be  governed  by the laws of the  jurisdiction  in which  the  Building  is
     located.


59.      BUSINESS DAY/WORKING DAY

         The terms  "business day" and "working day" are terms  describing  each
calendar day Monday through Friday except any holiday identified specifically or
generically  in the Section of this Lease  entitled,  "SERVICES  AND  UTILITIES"
falling on one of such calendar days:


60.      ENTIRE AGREEMENT

         This Lease,  together  with  Exhibits  A-1, A-2, A-3. B C, D. D-1, D-2,
D-3, D-4, E and F attached  hereto and made a part hereof,  and the  Conditional
Termination of Lease  Agreement,  contain and embody the entire agreement of the
parties  hereto.  No  representations,   inducements,  or  agreements,  oral  or
otherwise,  between  the  parties  not  contained  and  embodied  in this Lease.
including said Exhibits and the Conditional Termination of Lease Agreement shall
be of any  force  or  effect,  and the  same  may not be  modified,  changed  or
terminated  in whole or in part in any  manner  other  than by an  agreement  in
writing duly signed by all parties hereto.

         IN WITNESS  WHEREOF,  Lessor and Lessee  have  caused  this Lease to be
signed in their names by their duly authorized  representatives and delivered as
their act and deed, intending to be legally bound by its terms and provisions.

                                      (Signatures Appear on Following Pages)

<PAGE>






LESSOR:



By: /sig/ George H. Beuchert Jr. (SEAL)
George Beuchert, Jr., Trustee
with respect to Lot 833





DISTRICT OF COLUMBIA, to wit:

         I, , a Notary  Public  in and for the  aforesaid  District,  do  hereby
certify that George H. Beuchert,  Jr., Trustee,  who is personally well known to
me as the person who executed the  foregoing and annexed  Lease,  dated the 31st
day of March,  1997, as Lessor,  personally  appeared before me in said District
and  acknowledged  said Lease to be his act and deed,  and delivered the same as
such.

         GIVEN under my hand and seal this 31st day of March 1997.




/sig/                                                
                               Notary Public, D.C.

[SEAL]

My commission expires: 8/31/97





<PAGE>


LESSOR:

By: /s/ Thomas J. Egan (SEAL)
Thomas J. Egan, Trustee
with respect to Lot 833

DISTRICT OF COLUMBIA, to wit:

I,  _______________________,  a Notary Public in and for the aforesaid District,
do hereby certify that Thomas J. Egan, Trustee,  who is personally well known to
me as the person who executed the foregoing and annexed  Lease,  dated the 31st,
day of March,  1997, as Lessor,  personally  appeared before me in said District
and  acknowledged  said Lease to be his act and deed,  and delivered the same as
such.

         GIVEN under my hand and seal this 31st day of March, 1997.



Notary Public, D.C.


[SEAL ]

My commission expires:





<PAGE>




LESSOR:

By: (SEAL)
Oliver T. Carr, Jr., Trustee
with respect to Lot 835, 836, 852
and 856



DISTRICT OF COLUMBIA, to wit:

         I, Olivia M. Kerr , a Notary Public in and for the aforesaid  District,
do hereby  certify that Oliver T. Carr,  Jr.,  Trustee,  who is personally  well
known to me as the person who executed the  foregoing and annexed  Lease,  dated
the,31st day of March , 1997, as Lessor,  personally  appeared before me in said
District and acknowledged  said- Lease to be his act and deed, and delivered the
same as such.

         GIVEN under my hand and seal this 31st day of April, 1997.


                               /si/ Olivia M. Kerr
                               Notary Public, D.C.

[SEAL]

My commission expires:  MY COMMISSION EXPIRES
                                     NOVEMBER 30, 2001


<PAGE>


LESSOR:



By:
William Joseph H. Smith, Trustee
with respect to Lot 835, 836,
852 and 856



DISTRICT OF COLUMBIA, to wit:

         I, , a Notary  Public  in and for the  aforesaid  District,  do  hereby
certify that William Joseph H. Smith,  Trustee,  who is personally well known to
me as the person who executed the  foregoing and annexed  Lease,  dated the 31st
day of March,  1997, as Lessor,  personally  appeared before me in said District
and  acknowledged  said I-ease to be his act and deed, and delivered the same as
such.

         GIVEN under my hand and seal this 31st day of March, 1997.



/sig/
Notary Public, D.C.

[SEAL]

My commission expires:  8/31/97



<PAGE>




                                      LESSOR:

                                     THE KIPLINGER WASHINGTON EDITORS, INC.,
Attest:                              Trustee, with respect to Lot 855

/s/ Janice K.                        By:/s/ Corbin M. Wilkes            (SEAL)
Name:  Janice K.                     Name:  Corbin M. Wilkes
Title: Asst. Secretary                     Title:    Vice President for Finance

         (Corporate Seal)

DISTRICT OF COLUMBIA, to wit:

         I, Sharon S. Tucker, a Notary Public in and for the aforesaid District,
do hereby certify  thatCorbin M. Wilkes,  who is personally  well known to me as
the person who executed the foregoing and annexed  Lease,  dated the 31st day of
March,  1997,  as Lessor,  personally  appeared  before me in said  District and
acknowledged said Lease to be his act and deed, and delivered the same as such.

         GIVEN under my hand and seal this 31st day of March , 1997.

Notary Public, D.C.

[SEAL]

My commission expires: 8/31/01



<PAGE>


LESSEE:

Attest: PUTNAM, HAYES & BARTLETT, INC.


_________________________ By: /s/ William E. Dickenson
Name: Name: William E. Dickenson
Title: Title: President & CEO

         (Corporate Seal)

District of Columbia      )_
                               )    ss:
                           --)-  


         I,  Elizabeth W. Trimber,  a Notary Public in and for the  jurisdiction
aforesaid,  do hereby certify that.William E. Dickenson,  who is personally well
known to be the person who executed the foregoing and Lease,  dated the 31st day
of March, 1997 on behalf of Lessee, to acknowledge the same, personally appeared
before me in said  jurisdiction  and  acknowledged  said Lease to be the act and
deed of Putnam, Hayes & Bartlett, Inc., and delivered the same as such.

          GIVEN under my hand and seal this 7th day of April, 1997.


/s/ Elizabeth W. Trimber
Notary Public

My commission expires:     Elizabeth W. Trimber
                                          Notary Public
                                     District of Columbia
                           My Commission Expires Dec 14, 1997
[SEAL]





<PAGE>



LESSEE;

Attest: PUTNAM, HAYES & BARTLETT, INC.


                                      By:      /s/ William E. Dickenson
Name:                                            Name:  William E. Dickenson
Title:                                             Title:  President & CEO



         I,  Elizabeth W. Trimber,  a Notary Public in and for the  jurisdiction
aforesaid,  do hereby certify that.William E. Dickenson,  who is personally well
known to be the person who executed the foregoing and Lease,  dated the 31st day
of March, 1997 on behalf of Lessee, to acknowledge the same, personally appeared
before me in said  jurisdiction  and  acknowledged  said Lease to be the act and
deed of Putnam, Hayes & Bartlett, Inc., and delivered the same as such.

          GIVEN under my hand and seal this 7th day of April, 1997.


                                              /s/ Elizabeth W. Trimber 
                                                    Notary Public

My commission expires:     Elizabeth W. Trimber
                                          Notary Public
                                     District of Columbia
                           My Commission Expires Dec 14, 1997
[SEAL]


<PAGE>






                                                   EXHIBIT "A-1"

                                           FLOOR PLAN, DEMISED PREMISES



<PAGE>




Exhibit A-1:

         1.  Diagram  of  floorplan  of  sixth  floor  of 1776  Eye  Street,  NW
         indicating that there is 22,558 square feet or rentable space.


         2.  Diagram  of  floorplan  of  fifth  floor  of 1776  Eye  Street,  NW
         indicating that there is 22,558 square feet or rentable space.



<PAGE>





                                                   EXHIBIT "A-2"

                                          FLOOR PLAN, EXPANSION SPACE ONE


<PAGE>




Exhibit A-2:

         1.  Diagram  of  floorplan  of  seveth  floor  of 1776 Eye  Street,  NW
         indicating that there is 22,558 square feet or rentable space.




<PAGE>


                                                   EXHIBIT "A-3"

                                          FLOOR PLAN, EXPANSION SPACE TWO


<PAGE>




Exhibit A-3:

         1.  Diagram  of floor  plan of  seventh  floor of 1776 Eye  Street,  NW
         indicating that there is 22,558 square feet or rentable space.

<PAGE>


                                                   EXHIBIT "B"

                                          SPECIFICATIONS FOR OFFICE SPACE

         The  following  items are  considered  Building  Standard for insurance
purposes and for purposes of any restoration obligations of Lessee at the end of
the term.

          1.      Partitioning:   Adequate  interior   partitioning  to  replace
                  Lessee's   existing  design.   This   partitioning  is  to  be
                  constructed of 21/2" steel studs,  and 1/2" gypsum  wallboard,
                  floor to ceiling.

         2. Painting: Standard latex paint in standard building colors.

         3.       Ceiling: Acoustical tile ceiling.

         4.       Doors:   One  exterior  door  and  frame  per  suite,   to  be
                  constructed  of solid wood.  One  complete  interior  door and
                  frame with hardware will be provided on a ratio

                  of one door per 150 square  feet of  rentable  area.  Interior
                  doors will be wood with a painted  finish,  with painted metal
                  frames.

         5.       Window  Covering:   Building  standard  blinds   substantially
                  similar to those theretofore in use.

         6.       Floor    Covering:    Building    standard   floor   coverings
                  substantially similar to those theretofore in use.

         7.       Lighting: Fully recessed fluorescent light fixtures with glare
                  reducing diffusers, in amounts to provide adequate lighting at
                  desk level.

         8.       Telephone  and  Electrical  Outlets:  One  120 V  duplex  wall
                  electrical  outlet per 150 square feet of rentable space,  and
                  one  telephone  wall  outlet per 200 square  feet of  rentable
                  space.

         9.       Heating and Cooling System:  Lessor will provide base-building
                  standard heating and cooling equipment for normal office use.





<PAGE>



                                                    EXHIBIT "C"

                                               RULES AND REGULATIONS

         (1) The sidewalks, entrances, passages, courts, elevators,  vestibules,
stairways, corridors or halls or other parts of the Building not occupied by any
Lessee  shall not be  obstructed  or  encumbered  by any  Lessee or used for any
purpose other than ingress and egress to and from the Demised  Premises.  Lessor
shall have the right to control and operate the public portions of the Building,
and the facilities furnished for the common use of the Lessees, in such a manner
as Lessor  reasonably  deems best for the benefit of the Lessees  generally.  No
Lessee shall permit the visit to the Demised Premises of persons in such numbers
'or under such  conditions  as to interfere  with the use and enjoyment by other
Lessees of the  entrances,  corridors,  elevators  and other public  portions or
facilities of the Building.

         (2) No awnings or other  projections  shall be  attached to the outside
walls of the  Building  without  the prior  written  consent of the  Lessor.  No
drapes,  blinds,  shades or screens  shall be attached to or hung in, or used in
connection  with any window or door of the Demised  Premises,  without the prior
written  consent of the Lessor.  Such awnings,  projections,  curtains,  blinds,
shades,  screens or other fixtures must be of a quality, type, design and color,
and attached in the manner approved by Lessor.

         (3) Except as  otherwise  provided  for in the body of this  Lease,  no
sign,  advertisement,  notice or other lettering shall be exhibited,  inscribed,
painted or affixed by Lessee on any part of the outside or inside of the Demised
Premises or Building without the prior written consent of the Lessor.

         (4) No showcases or other  articles shall be put in front of or affixed
to any part of the exterior of the Building,  nor placed in the halls, corridors
or vestibules without the prior written consent of the Lessor.

         (5) The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were  constructed,  and no
sweepings,  rubbish,  rags or other  substances  shall be  thrown  therein.  All
damages  resulting  from any misuse of the fixtures shall be borne by the Lessee
who, or whose servants,  employees,  agents, visitors or licensees,  have caused
the same.

(6)  Except as otherwise  provided for in the body of this Lease, there shall be
     no marking, painting,  drilling into or in any way defacing any part of the
     Demised Premises or the Building. No boring,  cutting or stringing of wires
     shall be permitted without the prior written consent of Lessor, which shall
     not be unreasonably withheld. Lessee shall not construct,  maintain, use or
     operate within the Demised  Premises or elsewhere  within or on the outside
     of the Building,  any electrical device,  wiring or apparatus in connection
     with a loud speaker system or other sound system.

         (7) No  bicycles,  vehicles  or  animals  other  than  those  assisting
disabled persons,  birds or pets of any kind shall be brought into or kept in or
about the Demised Premises,  and no cooking shall cause or permit any unusual or
objectionable odors to permeate from the Demised Premises.

         (8) No space in the Building shall be used for  manufacturing,  for the
storage of merchandise, or for the sale of merchandise, goods or property of any
kind at auction.

(9)  No Lessee  shall make.  or permit to be made.  any  unseemly or  disturbing
     noises or  disturb  or  interfere  with  occupants  of this or  neighboring
     buildings or premises of those having business with them whether by the use
     of any musical instrument,  radio, talking machine, whistling,  singing, or
     in any  other  way.  No Lessee  shall  throw  anything  out of the doors or
     windows or down the corridors or stairs.

         (10) No  inflammable,  combustible  or  explosive  fluid,  chemical  or
substance  shall be brought or kept upon the  Demised  Premises,  except in such
quantities and for such purposes as customary in general office use.

(11) Except with Lessor's  prior written  consent,  but subject to  governmental
     restrictions  applicable to Lessee and the operation of its business in the
     Demised Premises,  no additional locks or bolts of any kind shall be placed
     upon any of the doors,  or windows by any Lessee,  nor shall any changes be
     made in existing locks or the mechanism  thereof.  The doors leading to the
     corridors or main halls shall be kept closed during  business  hours except
     as they may be used for  ingress or egress.  Each  Lessee  shall,  upon the
     termination of its tenancy,  restore to Lessor all keys to stores, offices,
     storage and toilet rooms either furnished to or otherwise  procured by such
     Lessee, and in the event of the loss of any keys, so furnished, such Lessee
     shall pay to the Lessor the cost thereof.

         (12) All  removals,  or the  carrying in or out of any safes,  freight,
furniture  or bulky matter of any  description  must take place during the hours
which the Lessor or its agent may  reasonably  determine  from time to time. The
Lessor reserves the right to inspect all freight to be brought into the Building
and to exclude from the Building all freight  which  violates any of these Rules
and Regulations or the Lease of which these Rules and Regulations are a part.

         (13) Any person  employed  by any Lessee to do janitor  work within the
Demised  Premises must obtain Lessor's  consent and such person shall,  while in
the Building and outside of said Demised Premises,  comply with all instructions
issued by the  Superintendent  of the Building.  Lessee shall not  independently
engage or pay. any employees of Landlord or Landlord's  agent to perform work in
the Demised Premises.

         (14) The Lessor  reserves the right to exclude from the Building at all
times any person who is not known or does not properly  identify  himself to the
building  management or watchman on duty.  Lessor may at his option  require all
persons  admitted to or leaving the Building  between the hours of 6:00 p.m. and
8:00 a.m., Monday through Saturday, Sundays and legal holidays to register. Each
Lessee shall be responsible for all persons for whom he authorizes entry into or
exit out of the Building, and shall be liable to the Lessor for ail acts of such
persons.

         (15) The  premises  shall not be used for lodging or for any immoral or
illegal purpose.

         (16) Each Lessee,  before  closing and leaving the Demised  Premises at
any time, shall make reasonable efforts to see that all lights are turned off.

         (17)  The  requirements  of  Lessee  will  be  attended  to  only  upon
application at the office of the Building.  Employees shall not perform any work
or do anything outside of the regular duties,  unless under special  instruction
from the management of the Building.

         (18) Canvassing,  soliciting and peddling in the Building is prohibited
and each Lessee shall cooperate to prevent the same.

         (19) No plumbing  or  electrical  fixtures  shall be  installed  by any
Lessee.

         (20) There  shall not be used in any space,  or in the public  halls of
the Building,  either by any Lessee or by jobbers or others,  in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and sole guards.

         (21) Access plates to underfloor conduits shall be left exposed.  Where
carpet is  installed,  carpet shall be cut around  access  plates.  Where Lessee
elects  not to provide  removable  plates in their  carpet  for access  into the
underfloor duct system,  it shall be the Lessee's  responsibility to pay for the
removal and replacement of the carpet for any access needed into the duct system
at any time in the future.

         (22)  Mats,  trash or other  objects  shall not be placed in the public
corridors.

         (23)  Except as  otherwise  noted in Exhibit  "E",  the Lessor does not
maintain or clean  suite  finishes  which are  non-standard,  such as  kitchens,
bathrooms,  wallpaper, special lights, etc. However, should the need for repairs
arise, the Lessor will arrange for the work to be done at the Lessee's expense.

         (24)  Drapes  installed  by the Lessee for their use which are  visible
from the exterior of the  Building  must be approved by Lessor in writing and be
cleaned by the Lessee.

         (25) The Lessor will  furnish and install  light bulbs for the Building
standard  fluorescent or incandescent  fixtures only. For special fixtures,  the
Lessee will stock his own bulbs.  which will be  installed by the Lessor when so
requested by the Lessee.

         (26) The Lessor may upon request by any lessee, waive the compliance by
such lessee of any of the foregoing Rules and Regulations,  provided that (i) no
waiver shall be effective unless signed by Lessor or Lessor's  authorized agent;
(ii) any such waiver shall not relieve such lessee from the obligation to comply
with such rule or  regulation  in the future  unless  expressly  consented to by
Lessor; and (iii) no waiver granted to any lessee shall relieve any other lessee
from the obligation of complying with the foregoing Rules and Regulations unless
such other lessee has received a similar waiver in writing from Lessor.





<PAGE>



                                                    EXHIBIT "D"

                                  DECLARATION AS TO DATE OF LEASE WITH REGARD TO
                                                 ORIGINAL PREMISES

Attached to and made a part of the  Lease,  dated the 31st day of  March,  1997,
     entered into by and between George H.  Beuchert,  Jr.,  Trustee,  Thomas J.
     Egan,  Trustee,  Oliver T. Carr,  Jr.,  Trustee,  William  Joseph H. Smith,
     Trustee,  and The  Kiplinger  Washington  Editors,  Inc.,  Trustee,  acting
     collectively as trustees on behalf of the beneficial  owner,  The Greystone
     Square  127  Associates,   a  District  of  Columbia  limited  partnership,
     (collectively  the  "Lessor")  and  Putnam,  Hayes  &  Bartlett,   Inc.,  a
     Massachusetts corporation, hereinafter called "Lessee.

         Lessor and Lessee do hereby declare and evidence that possession of the
Original Premises was accepted by Lessee in its "as is" condition on the 7th day
of April,  1997.  The Lease is now in full force and effect  with  regard to the
Additional  Premises.  For the  purpose of this  Lease,  Commencement  Date 1 is
established  as  beginning  on the  1st  day of  January,  1997,  and  the  Rent
Commencement  Date I is established  as the lst day of January,  1997. As of the
date of delivery and acceptance of possession of the Original Premises as herein
set forth,  there is no right of set off against rents claimed by Lessee against
Lessor.

Lessee, if a corporation,  states that its  registered  agent in the District of
     Columbia is M. E. Burton,  having an address at Suite 500, 1776 Eye Street,
     N.W., Washington, D.C. 20006, and that it is a corporation in good standing
     in the District of Columbia.

                                                              LESSOR:


____________________(SEAL)             /s/ George H. Beuchert, Jr.
                                              George H. Beuchert, Jr.,
                                            Trustee
                                           with respect to Lot 833


<PAGE>


_______________________(SEAL)               /s/ Thomas J. Egan_______  
                                                     Thomas J. Egan, Trustee
                                                     with respect to Lot 833


_______________________(SEAL)               /s/ Oliver T. Carr, Jr.________
                                               Oliver T. Carr, Jr., Trustee
                                             with respect to Lots 835, 836, 852

                        :
_______________________(SEAL)               /s/ William Joseph H. Smith___
                                              William Joseph H. Smith, Trustee
                                       with respect to Lot 835, 836, 852 and 856


Attest:                                            THE KIPLINGER WASHINGTON
                                                   EDITORS, INC., Trustee, with
                                                   respect to Lot 855


/s/                                                /s/ Corbin M. Wilkes         
Name:                                              Name:    Corbin M. Wilkes
Title:                                       Title:   Vice President for Finance


         (Corporate Seal)





<PAGE>


                                               LESSEE:
Attest:                                          Putnam, Hayes & Bartlett, Inc.
                                                 By: /s/ William E. Dickenson
Name:                                                Name: William E. Dickenson
Title:                                                 Title: President & CEO

(Corporate Seal)





<PAGE>



LESSEE:

Attest: Putnam, Hayes & Bartlett, Inc.


/s/ Barbara J. Levine                         By: /s/ William E. Dickenson
Name:  Barbara J. Levine                      Name: William E. Dickenson
Title:  Corporate Counsel                        Title: President & CEO
         and Clerk

(Corporate Seal)



<PAGE>



                                                   EXHIBIT "D-1"

                                        DECLARATION AS TO DATE OF DELIVERY
                                          AND ACCEPTANCE OF POSSESSION OF
                                                ADDITIONAL PREMISES

         Attached to and made a part of the Lease,  dated the 31st day of March,
1997,  entered into by and between George H. Beuchert,  Jr., Trustee,  Thomas J.
Egan, Trustee,  Oliver T. Carr, Jr., Trustee,  William Joseph H. Smith, Trustee,
and The Kiplinger  Washington  Editors,  Inc.,  Trustee,  acting collectively as
trustees on behalf of the beneficial owner, The Greystone Square 127 Associates,
a District of Columbia  limited  partnership,  (collectively  the  "Lessor") and
Putnam, Hayes & Bartlett, Inc., a Massachusetts corporation,  hereinafter called
"Lessee."

         Lessor and Lessee do hereby declare and evidence that possession of the
Additional  Premises was accepted by Lessee in its "as is"  condition on the day
of 19 . The Lease is now in full force and effect with regard to the  Additional
Premises.  For the purpose of this Lease,  Commencement Date 2 is established as
beginning  on  the _ day  of  ____19  ,  and  the  Rent  Commencement  Date 2 is
established  as_________,  19__.  As of the date of delivery and  acceptance  of
possession of the Additional  Premises as herein set forth, there is no right of
set off against rents claimed by Lessee against Lessor.

Lessee, if a corporation,  states that its  registered  agent in the District of
     Columbia is ________________________________________,  having an address at
     and that it is a corporation in good standing in the District of Columbia.

LESSOR:



____________________(SEAL) _____________________________
George H. Beuchert, Jr.,
Trustee
with respect to Lot 833





<PAGE>





___________________________(SEAL)      _______________________
                                                     Thomas J. Egan, Trustee
                                                     with respect to Lot 833

___________________________(SEAL)           ________________________________
                                                Oliver T. Carr, Jr.. Trustee
                                      with respect to Lots 835, 836. 852 and 856

___________________________(SEAL)           ________________________________
                                                William Joseph H. Smith, Trustee
                                       with respect to Lot 835, 836, 852 and 856


Attest:                                        THE KIPLINGER WASHINGTON
                                               EDITORS, INC., Trustee, with
                                               respect to Lot 855
---------------------------                     ------------------------------
Name:                                                          Name:
Title:                                                         Title:


      (Corporate Seal)





<PAGE>




                                                     LESSEE:

Attest:                                           Putnam, Hayes & Bartlett, Inc.



_______________________                     By:___________________________
Name:                                                     Name:
Title:                                                    Title:

(Corporate Seal)





<PAGE>


                                                   EXHIBIT "D-2"

                                        DECLARATION AS TO DATE OF DELIVERY
                                          AND ACCEPTANCE OF POSSESSION OF
                                                EXPANSION SPACE ONE

Attached to and made a part of the  Lease,  dated the 31st day of  March,  1997,
     entered into by and between George H.  Beuchert,  Jr.,  Trustee,  Thomas J.
     Egan,  Trustee,  Oliver T. Carr,  Jr.,  Trustee,  William  Joseph H. Smith,
     Trustee,  and The  Kiplinger  Washington  Editors,  Inc.,  Trustee,  acting
     collectively as trustees on behalf of the beneficial  owner,  The Greystone
     Square  127  Associates,   a  District  of  Columbia  limited  partnership,
     (collectively  the  "Lessor")  and  Putnam,  Hayes  &  Bartlett,   Inc.,  a
     Massachusetts corporation, hereinafter called "Lessee."

         Lessor and Lessee do hereby declare and evidence that possession of the
Expansion Space One, containing  approximately square feet of rentable area, was
accepted   by   Lessee   in  its  "as  is"   condition   on   the_________   day
of_______________  ,  19____.  The Lease is now in full  force and  effect  with
regard to Expansion  Space One. For the purpose of this Lease,  Expansion  Space
One  Commencement  Date is  established as beginning on  the_____________day  of
__________,  19____.  As of the date of delivery and acceptance of possession of
the  Expansion  Space  One as  herein  set  forth,  there is no right of set off
against rents claimed by Lessee against Lessor.

Lessee, if a corporation,  states that its  registered  agent in the District of
     Columbia is _______________________________________________________________
     having  an  address  at________________________________,  and  that it is a
     corporation in good standing in the District of Columbia.

                                                              LESSOR:




____________________________(SEAL)          ______________________________
                                                George H. Beuchert, Jr., trustee
                                                        with respect to Lot 833



<PAGE>





___________________________(SEAL)           ________________________________
                                               Thomas J. Egan, Trustee
                                              with respect to Lot 833

___________________________(SEAL)           ________________________________
                                                 Oliver T. Carr, Jr.. Trustee
                                      with respect to Lots 835, 836. 852 and 856

___________________________(SEAL)           ________________________________
                                                William Joseph H. Smith, Trustee
                                      with respect to Lot 835, 836, 852 and 856


Attest:                                               THE KIPLINGER WASHINGTON
                                                   EDITORS, INC., Trustee, with
                                                             respect to Lot 855

---------------------------                     ------------------------------
Name:                                                          Name:
Title:                                                         Title:


(Corporate Seal)


<PAGE>




                                                      LESSEE:

Attest:                                           Putnam, Hayes & Bartlett, Inc.


_________________________           By:_________________________________
Name:                                                     Name:
Title:                                                    Title:

(Corporate Seal)



<PAGE>


                                                   EXHIBIT "D-3"

                                        DECLARATION AS TO DATE OF DELIVERY
                                          AND ACCEPTANCE OF POSSESSION OF
                                                EXPANSION SPACE TWO

         Attached to and made a part of the Lease,  dated the 31st day of March,
1997,  entered into by and between George H. Beuchert,  Jr., Trustee,  Thomas J.
Egan, Trustee,  Oliver T. Carr, Jr., Trustee,  William Joseph H. Smith, Trustee,
and The Kiplinger  Washington  Editors,  Inc.,  Trustee,  acting collectively as
trustees on behalf of the beneficial owner, The Greystone Square 127 Associates,
a District of Columbia  limited  partnership,  (collectively  'the "Lessor") and
Putnam, Hayes & Bartlett, Inc., a Massachusetts corporation,  hereinafter called
" Lessee. "

Lessor and  Lessee  do  hereby  declare  and  evidence  that  possession  of the
     Expansion  SpaceTwo  was  accepted  by Lessee in its "as is"  condition  on
     the_______day  of___________,  20___.  The  Lease is now in full  force and
     effect with regard to  Expansion  Space Two. For the purpose of this Lease,
     Expansion  Space Two  Commencement  Date is established as beginning on the
     day  of__________,  20___.  As of the date of delivery  and  acceptance  of
     possession  of the Expansion  Space -Two as -herein set forth,  there is no
     right of set off against rents claimed by Lessee against Lessor.


Lessee, if a corporation,  states that its  registered  agent in the District of
     Columbia   is   _____________________________________________,   having  an
     address  at  ______________________________________,   and  that  it  is  a
     corporation in good standing in the District of Columbia.

                                                              LESSOR:


______________________(SEAL)                         ___________________________
                                                       George H. Beuchert, Jr.,
                                                         Trustee
                                                        with respect to Lot 833




<PAGE>




___________________________(SEAL)           ________________________________
                                                         Thomas J. Egan, Trustee
                                                        with respect to Lot 833

___________________________(SEAL)           ________________________________
                                                    Oliver T. Carr, Jr.. Trustee
                                      with respect to Lots 835, 836. 852 and 856

___________________________(SEAL)           ________________________________
                                                William Joseph H. Smith, Trustee
                                    with respect to Lot 835, 836, 852 and 856


Attest:                                               THE KIPLINGER WASHINGTON
                                                  EDITORS, INC., Trustee, with
                                                      respect to Lot 855

---------------------------                    ------------------------------
Name:                                                          Name:
Title:                                                         Title:


(Corporate Seal)


<PAGE>




                                                      LESSEE:

Attest:                                           Putnam, Hayes & Bartlett, Inc.


_________________________           By:_________________________________
Name:                                                     Name:
Title:                                                    Title:

(Corporate Seal)



<PAGE>


                                                   EXHIBIT "D-4"

                                        DECLARATION AS TO DATE OF DELIVERY
                                          AND ACCEPTANCE OF POSSESSION OF
                                                A NEGOTIATION AREA

         Attached to and made a part of the Lease,  dated the 31st day of March,
1997,  entered into by and between George H. Beuchert,  Jr., Trustee,  Thomas J.
Egan, Trustee,  Oliver T. Carr, Jr., Trustee,  William Joseph H. Smith, Trustee,
and The Kiplinger  Washington  Editors,  Inc.,  Trustee,  acting collectively as
trustees on behalf of the beneficial owner, The Greystone Square 127 Associates,
a District of Columbia  limited  partnership,  (collectively  -the "Lessor") and
Putnam, Hayes & Bartlett, Inc., a Massachusetts corporation,  hereinafter called
"Lessee."

         Lessor and Lessee do hereby  declare and evidence that  possession of a
Negotiation Area One, containing  approximately ________ square feet of rentable
area,  was  accepted  by Lessee in its "as is"  condition  on  the______  day of
____________,  _______. The Lease is now in full force and effect with regard to
this Negotiation  Area. For the purpose of this Lease, the commencement  date of
this Lease with  regard to this  Negotiation  Area of this Lease with  regard to
this  Negotiation  Area is  established  as beginning on the  __________  day of
___________,  ___. As of the date of delivery and  acceptance  of  possession of
this Negotiation Area as herein set forth,  there is no right of set off against
rents claimed by Lessee against Lessor.

         Lessee,  if a  corporation,  states  that its  registered  agent in the
District                   of                    Columbia                    is,
__________________________________________________________,  having  an  address
__________________________________  at and  that  it is a  corporation  in  good
standing in the District of Columbia.

                                                              LESSOR:



______________________(SEAL)                         ___________________________
                                                       George H. Beuchert, Jr.,
                                                      Trustee
                                                      with respect to Lot 833



<PAGE>



___________________________(SEAL)           ________________________________
                                                         Thomas J. Egan, Trustee
                                                       with respect to Lot 833

___________________________(SEAL)           ________________________________
                                                  Oliver T. Carr, Jr.. Trustee
                                     with respect to Lots 835, 836. 852 and 856

___________________________(SEAL)          ________________________________
                                                William Joseph H. Smith, Trustee
                                       with respect to Lot 835, 836, 852 and 856


Attest:                                                THE KIPLINGER WASHINGTON
                                                   EDITORS, INC., Trustee, with
                                                             respect to Lot 855

---------------------------                      ------------------------------
Name:                                                          Name:
Title:                                                         Title:


(Corporate Seal)


<PAGE>


                                                      LESSEE:

Attest:                                         Putnam, Hayes & Bartlett, Inc.


_________________________           By:_________________________________
Name:                                                     Name:
Title:                                                    Title:

(Corporate Seal)



<PAGE>


                                    EXHIBIT F

               SUBORDINATION, ATTORNMENT NON-DISTURBANCE AGREEMENT


THIS SUBORDINATION,  ATTORNMENT AND NON-DISTURBANCE  AGREEMENT (the "Agreement")
     is  made  as  of  the  ___  day  of______________19__,  by  and  among  AID
     ASSOCIATION      FOR      LUTHERANS,      a     Wisconsin      corporation,
     ("Lender"),____________________,     a    ________________    ("Landlord"),
     and_______________ a __________________("Tenant").


                                              RECITALS

         A. Tenant has entered into that certain Lease  dated__________,  19___,
(the "Lease"), with the I Landlord,  leasing certain office Space (the "Premises
in the building  located  at____________(the  "Building") and more  particularly
described in Exhibit A attached hereto.

         B. Leader is the holder of a certain  Promissory  Note in the amount of
(the  "Notes"),  which Note is secured by a certain  Deed of Trust and  Security
Agreement  dated , 19 (as the- same may have been and may  hereafter  be amended
from time to time (the "Deed of Trust") an the property  described  therein (the
"Property"),  and  recorded  on ,  19___,  in the  land  records  of (the  *Land
Records'),   as  Instrument  No.   ___________  [or  in  Deed  Book_________  at
Page_________].

C.   Tenant  desires to be assured of the  continued  use and  occupancy  of the
     Premises under the terms of the Lease.

         D. Lender agrees to such continued use and occupancy by Tenant provided
that by these  presents  Tenant  agrees to  recognize  and attorn to Lender or a
purchaser  in the  event  of  foreclosure  or  delivery  of a deed  in  lieu  of
foreclosure  and to subordinate  any and all rights or interest of Tenant in the
Property pursuant to the terms of the Lease to the lien of the Deed of Trust.

         NOW, THEREFORE,  in consideration of the premises herein and the sum of
Ten  Dollars  ($10.00),   the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto covenant and agree as follows:

         1. Actions and Proceedings and Quiet Enjoyment.  In the event an action
is  commenced  to  foreclose  the Deed of trust or to pursue any of the remedies
under the Deed of Trust or other Loan  Documents (as such term is defined in the
Deed of Trust) or Lender should  otherwise come into  possession of the Property
(such actions, proceedings, or events, collectively, the 'Proceedings').  Lender
will not join Tenant in such Proceedings,  unless required by statute,  and will
not disturb the use and occupancy of Tenant under the Lease so long as Tenant is
not in,  default  or does not  default  under  any of the  terms  covenants,  or
conditions  of the  Lease  and has not  paid  any rent  more  than one  month in
advance, except as required by the Lease.

         2. Subordination of Lease. Tenant covenants and agrees with Lender that
the Lease shall at all times be and remain.  subject and subordinate in ties and
in right to the lien of the Deed of Trust. all  modifications  and extensions of
the Deed of Trust and all of the rights of Lender thereunder.

         3.  Subordination  of Rights to  Insurance  Proceeds  and  Condemnation
Awards.  Tenant hereby agrees to and hereby does  subordinate  all rights it may
have as Tenant to all insurance proceeds and condemnation awards with respect to
the Property and hereby assigns to Under all its right,  title and Interest,  if
any, in and to such proceeds and awards.

         4. Attornment If Lender or any future  beneficiary of the Deed of Trust
becomes  the  owner  of the  Property  or any  part  thereof  by  reason  of the
enforcement  of the Deed of Trust or otherwise,  or if the Property is sold as a
result of any action or proceeding to enforce the Deed of Trust, the Lease shall
continue  in full force and effect  (without  necessity  for  executing  any new
lease) as a direct lease between  Tenant and the then owner of the Property (die
then owner of the Property being hereinafter called *Substitute Landlord"), upon
all of the same terms, covenants and provisions as those contained in the Lease,
and in such event:

                 (a) Tenant shall be bound to Substitute  Landlord  under all of
the terms  covenants  and  provisions  of the Lease and Tenant  hereby agrees to
attorn to Substitute Landlord and to recognize Substitute I Landlord as landlord
under the Lease, such attornment to be self-operative and self-executing; and

                  (b) Substitute  Landlord shall be bound co Tenant under all of
  the terms,  covenants and provisions of the Lease,  and by acquiring  title to
  the Property  hereby  agrees to assume and perform the  landlord's  obligation
  under the Lease  until the  resale or other  disposition  of its  interest  by
  Substitute  Landlord;  and Tenant  shall.  from and after the date  Substitute
  Landlord  succeeds to the  interest of Landlord  under the Lease have the same
  rights and remedies against Substitute Landlord for the breach of any covenant
  contained  in the Lease that  Tenant  would  have had under the Lease  against
  Landlord if Substitute Landlord had not succeeded to the interest of Landlord,
  provided, however, chat Substitute landlord shall not be:

(i)  liable for any act or omission of any prior landlord (including  Landlord);
     or

(ii) bound by any fixed  annual rent which  Tenant might have paid for more than
     the
current month to any prior landlord (including Landlord), or

(iii)    bound by any amendment or modification of the Lease made
without its consent (unless made with thc consent of Landlord, Lender and/or its
successor or assign prior to Substitute Landlord's acquisition of the Property).

                 (c) Tenant  hereby that any entity or person  which at any time
hereafter becomes the landlord under the Lease (including,  without  limitation,
Lender  or  any  other  Substitute  Landlord)  shall  be  liable  only  for  the
performance  of the  obligations  of landlord under the Lease which arise during
the period of such entity's  ownership of the Property.  and shall not be liable
for any  obligations  of the,  Landlord  under the Lease which arise prior to or
subsequent  to  Lender's  or any  other  Substitute  Landlord's  acquisition  of
ownership.

                 (d) Tenant waives the  provisions of any statute or rule of law
now or  hereafter  in effect  which may give or  purport to give it any right or
election  to  terminate  or  otherwise   adversely  affect  the  Lease  and  the
obligations of Tenant thereunder by reason of any such Proceedings.

         5. Right to Cure. So long as the Deed of Trust or any  modifications or
extensions  thereof.  shall remain  unsatisfied of record,  if Tenant shall give
Landlord any notice with respect to a default of Landlord under die Lease which.
if not cured,  would permit  Tenant  either (a) to terminate the Lease or (b) to
reduce  or  deduct  any sums  from the fixed  annual  rent or  additional  rents
reserved  under the  Lease,  Tenant  agrees to give to Lender a copy of any such
notice of  Landlord's  default  and Lender  shall  have the  right,  but not the
obligation,  to cure any such  default of Landlord as to which Tenant shall have
given such  notice  within the same  period of time,  if any,  as is afforded to
Landlord  under the Lease,  and Tenant agrees not to terminate the Lease pending
Lender's  right to cure  Landlord's  default.  In the event  that  Lender  cures
Landlord's default, Tenant agrees not to terminate the Lease.

         6. Non-Assumption. Tenant, by its execution hereof, is not assuming any
Liability  or  obligation  under  the  Deed  of  Trust  or with  respect  to the
indebtedness  secured  thereby.  and Lender is not assuming any obligation under
the Lease except as expressly set forth in this Agreement.

         7. Notice.  All  notices,  demands,  requests and other  communications
required  under this  Agreement  shall be in writing and shall be deemed to have
been property given if personally  delivered or sent by a nationally  recognized
overnight  courier or by United  States  certified or  registered  mail.  return
receipt  requested.  postage  prepaid,  addressed  to the  parry for which it is
intended at its address hereinafter set forth:

         If to Lender:

                  Aid Association for Lutherans
                  4321 North Ballard Road
                  Appleton, Wisconsin  54919
                  Attention:  Investment Division


         If to Landlord:



         If to Tenant:



         8. Construction and Enforcement This Agreement shall be governed by and
construed in accordance with the laws of the  jurisdiction in which the Building
is located.

         9. Successors and Assigns.  This Agreement shall bind, and inure to the
benefit of and be  enforceable  by,  the  parties  hereto  and their  respective
successors and assigns.

         10. Modification.  This Agreement contains the entire agreement between
the  parties  and cannot be changed,  modified,  waved or canceled  except by an
agreement in writing

executed by the party  against whom  enforcement  of such  modification,  change
waiver or cancellation is sought.

         11.  Effective  Date. The effective date of this Agreement shall be the
date on the first page hereof  notwithstanding that this Agreement may have been
executed on a date -nor to such date.

         12. Counterpart Originals.  This Agreement may be signed in one or more
counterparts, which shall constitute one document as if all parties had executed
the same page.

         IN  WITNESS   WHEREOF,   the   parties   hereto  have   executed   this
Subordination, Attornment and Non-disturbance Agreement effective as of the date
first above written



                                        (Signatures are on following pages)





<PAGE>


                                                              LENDER:

Attest or Witness:                               AID ASSOCIATION FOR LUTHERANS,
                                                     a Wisconsin corporation


_________________________                   By:_________________________
                                                                      Name:
(SEAL]                                                    Title:


Attest or Witness:                                            LANDLORD:



________________________                    By:_________________________
                                                                  Name:
                                                                  Title:

(SEAL)


Attest or Witness:                                            TENANT:




_______________________                              By:________________________
                                                                  Name:
(SEAL)                                                   Title:




<PAGE>


         Lender hereby directs the undersigned  trustees under the Deed of Trust
to join in the execution hereof to acknowledge the terms hereof.


                                                                       Trustee


                                                                       Trustee



<PAGE>


                                             LENDER'S ACKNOWLEDGEMENT

STATE OF

COUNTY OF


         The foregoing Subordination,  Attornment and Non-disturbance  Agreement
was    acknowledged     before    me    on    the    day     of_____________19_,
by_____________________                                                       of
____________________________of_______________________________________.


GIVEN under my hand and seal this ______ of __________________,19______.


                                                     -------------------------
                                                              Notary Public

[SEAL)

My commission expires:


                                            LANDLORD'S ACKNOWLEDGEMENT

DISTRICT OF COLUMBIA to wit:

The  foregoing  Subordination,  Attornment  and  Non-disturbance  Agreement  was
     acknowledgement     before    me    on    the______day     of__________19_,
     by________________,    __________    of    _______________________________,
     ________________of _______________

         GIVEN under my hand and seal this day of , 19 .


                                                          ---------------------
                                                                  Notary Public

[SEAL]

My commission expires:


<PAGE>


                                              TENANT'S ACKNOWLEDGMENT

STATE OF

COUNTY OF

         The foregoing Subordination,  Attornment and Non-disturbance  Agreement
was    acknowledged     before    me    on    the    day     of_____________19_,
by_____________________                                                       of
____________________________of_______________________________________.


         GIVEN     under    my    hand    and    seal     this     ______     of
__________________,19______.


                                                          ---------------------
                                                              Notary Public

[SEAL)

My commission expires


<PAGE>


                                                     EXHIBIT A

                                                     PREMISES

                                                 (TO BE PROVIDED)



<PAGE>


              CONDITIONAL TERMINATION OF LEASE AGREEMENT

         This  Conditional  Termination of Lease Agreement (the  "Agreement") is
made and entered  into this 31st day of March,  1997,  by and between  George H.
Beuchert,  Jr., Trustee,  Thomas J. Egan, Trustee, Oliver T. Carr, Jr., Trustee,
William Joseph H. Smith,  Trustee, and The Kiplinger  Washington Editors,  Inc.,
Trustee,  acting collectively as trustees on behalf of the beneficial owner, The
Greystone  Square 127 Associates,  a District of Columbia  limited  partnership,
collectively, hereinafter referred to as "Lessor," and Putnam, Hayes & Bartlett,
Inc., a Massachusetts corporation, hereinafter referred to as "Lessee."


                                                    WITNESSETH:

         WHEREAS,  by Lease Agreement dated the 8th day of July, 1988 as amended
by  Addendum  No. 1 to Lease  Agreement  dated  November  3,  1988  (hereinafter
referred to as the "Lease"), Lessor leased to Lessee approximately 36,265 square
feet of rentable  area on the fifth  (5th) and sixth (6th)  floors of the office
building  situated  at 1776 Eye  Street,  N.W.,  Washington,  D.C.  20006  (such
building  hereinafter  referred  to as the  "Building"  and said  rentable  area
hereinafter referred to as the "Demised Premises");

         WHEREAS,  Lessor and Lessee  have  agreed to  provide  for the  earlier
termination of the term of the Lease based upon (i) Lessee's  agreement to enter
into a new lease with Lessor for the  Demised  Premises  and certain  additional
premises  located on the fifth  (5th)  floor of the  Building  (the  "Additional
Premises"), and (ii) the terms and conditions of this Agreement set forth below;

         WHEREAS,  Lessor and Lessee  desire to  formally  reflect the terms and
conditions under which the Lease will be terminated;

         NOW, THEREFORE,  in consideration of mutual covenants contained herein,
and  other  good  and  valuable  consideration,   receipt  of  which  is  hereby
acknowledged, the parties agree as follows:

         1. Lessor and Lessee have as of the date of this Agreement entered into
a lease  dated  the 31st day of  March,  1997 (the  "Successor  Lease")  for the
leasing by Lessee of the Demised Premises and the Additional Premises.

         2. The Lease shall be and is hereby  terminated  effective  as of 11:59
P.M.  on  December  31,  1996,  (such day being  hereinafter  referred to as the
"Termination Date").  Except as otherwise provided in this Agreement,  as of the
Termination Date, the Lease shall be deemed to be of no further force and effect
thereafter,  subject to the  conditions  otherwise set forth herein.  Lessor and
Lessee, as of the Termination Date, shall be and are hereby equally released and
discharged from any obligations to observe the terms and conditions of the Lease
accruing after the Termination  Date;  provided,  however,  that Lessee complies
with the conditions otherwise set forth herein.



<PAGE>


         3. (A) Lessee  shall remain  fully  obligated  for all Monthly Rent (as
defined in the Lease) accruing  through the Termination  Date under the terms of
the Lease. To the extent that Lessee has paid to Lessor,  pursuant to the Lease,
Monthly  Rent (as defined in the Lease) in excess of Monthly  Rent 1 (as defined
in the Successor  Lease) due under the  Successor  Lease for any period from and
after January 1, 1997, then from and after January 1, 1997,  Lessor shall credit
to Lessee an  amount-equal  to the difference  between (i) the amount of Monthly
Rent actually paid by Lessee for the Demised Premises  pursuant to the Lease and
(ii) the amount of Monthly Rent 1 which  otherwise  would have been paid for the
Demised Premises pursuant to the Successor Lease, with such credit being applied
to the Monthly  Rent 1 first due from  Lessee  under the  Successor  Lease until
exhausted.

                  (B) Lessee shall remain  obligated  for the full amount of its
proportionate  share of increases in Operating  Expenses and Operating Costs, as
defined and set forth in the Section of the Lease  entitled  "RENTAL  ESCALATION
FOR  INCREASES IN EXPENSES,"  accruing with respect to the entire  calendar year
1996.

         4. All notices or other  communications to be delivered to Lessee under
the Lease or this Agreement,  after the Termination Date, shall be delivered to:
(A) if to  Lessor,  c/o  Carr  Real  Estate  Services,  Inc.,  Suite  700,  1700
Pennsylvania  Avenue, N.W.,  Washington,  D.C. 20006; and (B) if to Lessee, at 1
Memorial Drive, Cambridge,  Massachusetts 02142,  Attention:  Corporate Counsel,
with a courtesy copy sent to Suite 600, 1776 Eye Street,  N.W.,  Washington,  DC
20006.  Lessor's  failure  to  deliver a  courtesy  copy of any  notice or other
communication  to the  Demised  Premises  shall  not  serve to void or waive the
validity of any notice or  communications,  if such notice or communications was
otherwise  properly delivered to the principal address of Lessor noted alone for
receipt  of notices  and other  communications  by Lessee.  The party to receive
notices and the place  notices are to be sent for either Lessor or Lessee may be
changed by notice given pursuant to the provisions of this Section.

         5.  Lessor  and  Lessee  agree  to waive  trial by jury in any  action,
proceeding  or  counterclaim  brought by either party  against the other or with
respect to any matter  whatsoever  arising out of or in any way  connected  with
this Agreement.

         6. The provisions of this Agreement  shall be binding upon and inure to
the benefit of the parties  hereto and each of their  respective  successors and
assigns.

         7.  Notwithstanding  anything  to the  contrary in this  Agreement,  if
Lessee  cancels  the  Successor  Lease  in  accordance  with the  provisions  of
Subsections  (D) or (E) of the Section of the Successor  Lease entitled  "TERM,"
then this Agreement and the termination of the Lease intended to be accomplished
by this  Agreement  shall be deemed null and void,  and of no further  force and
effect between Lessor and Lessee,  as of the date of  cancellation  by Lessee of
the Successor  Lease,  except that this Agreement shall be deemed to survive for
the limited purpose of confirming Lessee's agreement and recognition that Lessee
shall be liable to Lessor for the payment of any rent  accruing  under the Lease
from and after January 1, 1997,  subject however to the recognition by Lessor of
a credit toward  Lessee's  obligation for the payment of rent under the Lease in
the amount of rent paid to Lessor as "Monthly  Rent" under the Successor  Lease.
The  cancellation  of the Successor Lease shall be deemed without further action
to revive the Lease, as if it had never been  terminated by this Agreement,  and
the Lease shall be deemed to continue in full force and effect. Lessee shall pay
to Lessor any  underpayment  of Monthly Rent,  Operating  Expenses and Operating
Costs or both which are due and owing  under the Lease  within  thirty (30) days
after  receipt of notice  from  Lessor of the amount of rent due and owing under
the Lease,  subject to any credit for  "Monthly  Rent" paid under the  Successor
Lease.

         IN WITNESS  WHEREOF,  the parties  hereto have caused this  Conditional
Termination  of Lease  Agreement to be signed and sealed in their names by their
duly authorized representatives,  intending to be legally bound by its terms and
provisions.

                      [SIGNATURES APPEAR ON FOLLOWING PAGES]





<PAGE>


                         LESSOR:  By:/s/George  H.  Buchert  (SEAL)  George  H .
                    Beuchert, Jr., Trustee with respect to Lot 833



DISTRICT OF COLUMBIA, to wit:

I,   ____________,  a Notary Public in and for the aforesaid District, do hereby
     certify that George H. Beuchert, Jr., Trustee, who is personally well known
     to me as the person who executed the foregoing and annexed Agreement, dated
     the day of March,  1997, as Lessor,  personally  appeared before me in said
     District  and  acknowledged  said  Agreement  to be his act and  deed,  and
     delivered the same as such.

     GIVEN under my hand and seal this 31st day of March, 1997.


                                                              -----------------
                                                              Notary Public, D.C

[SEAL]

My commission expires: 8/31/97





<PAGE>


LESSOR:

By:/s/Thomas J. Egan (SEAL)
Thomas J. Egan, Trustee
with respect to Lot 833



DISTRICT OF COLUMBIA, to wit:

I,   ____________,  a Notary Public in and for the aforesaid District, do hereby
     certify that Thomas J. Egan, Trustee, who is personally well known to me as
     the person who executed the foregoing and annexed Agreement,  dated the day
     of March, 1997, as Lessor,  personally  appeared before me in said District
     and  acknowledged  said Agreement to be his act and deed, and delivered the
     same as such.

     GIVEN under my hand and seal this 31st day of March, 1997.


                                                              -----------------
                                                              Notary Public, D.C

[SEAL]

My commission expires: 8/31/97

























LESSOR:

By:/s/ Oliver T. Carr, Jr. (SEAL)
Oliver T. Carr, Jr., Trustee
with respect to Lots
835, 836, 852 and
856



DISTRICT OF COLUMBIA, to wit:

I,   Olivia M.  Kerr,  a Notary  Public in and for the  aforesaid  District,  do
     hereby certify that Oliver T. Carr,  Jr.,  Trustee,  who is personally well
     known to me as the person who executed the foregoing and annexed Agreement,
     dated the 31st day of March, 1997, as Lessor, personally appeared before me
     in said District and  acknowledged  said  Agreement to be his act and deed,
     and delivered the same as such.

     GIVEN under my hand and seal this 3rdt day of April, 1997.


/s/ Olivia M. Kerr______________
Notary Public, D.C.

[SEAL]

My commission expires:  MY COMMISSION EXPIRES
                                    NOVEMBER 30, 2001


<PAGE>


                    LESSOR: By:/s/ William Joseph H. Smith (SEAL) William Joseph
                    H. Smith, Trustee with respect to Lots 835, 836, 852 and 856



DISTRICT OF COLUMBIA, to wit:


         I, ________________, a Notary Public in and for the aforesaid District,
do hereby certify that William Joseph H. Smith,  Trustee, who is personally well
known to me as the person who  executed  the  foregoing  and annexed  Agreement,
dated the 31st day of March, 1997, as Lessor,  personally  appeared before me in
said  District  and  acknowledged  said  Agreement  to be his act and deed,  and
delivered the same as such.

         GIVEN under my hand and seal this 31st day of March, 1997.



                    ------------------------------- Notary Public, D.C.
[SEAL]

My commission expires:  8/31/97



<PAGE>


                                                              LESSOR:

                THE KIPLINGER WASHINGTON EDITORS, INC., Trustee,
                             with respect to Lot 855


Attest:

/s/ Janice K. Bigslow                         By:/s/ Corbin M. Wilkes___________
Name:    Janice K. Bigslow                   Name:  Corbin M. Wilkes
Title:                                        Title:  Vice President for Finance

(Corporate Seal)


DISTRICT OF COLUMBIA, to wit:

         I, Sharon A. Tucker, a Notary Public in and for the aforesaid District,
do hereby certify that Corbin M. Wilkes,  who is personally  well known to me as
the person who executed the foregoing and annexed Agreement,  dated the 31st day
of March,  1997, as Lessor,  personally  appeared before me in said District and
acknowledged  said  Agreement to be his act and deed,  and delivered the same as
such.

         GIVEN under my hand and seal this day of 31st day of March , 1997.


                                                 /s/ Sharon A. Tucker_________
                                                 Notary Public, D.C.

[SEAL]

                  My commission expires:





<PAGE>


                                                  LESSEE:
Attest:                                          Putnam, Hayes & Bartlett, Inc.


/s/ Barbara J. Levine                           By: /s/ William E. Dickenson
Name:  Barbara J. Levine                          Name: William E. Dickenson
Title:    Corporate Counsel                           Title: President & CEO
         and Clerk

(Corporate Seal)



         I,  Elizabeth W. Trimber,  a Notary Public in and for the  jurisdiction
aforesaid,  do hereby certify that William E. Dickenson,  who is personally well
known to me as the person who  executed  the  foregoing  and annexed  Agreement,
dated  the  31st day of  March,  1997,  as  Lessee,  to  acknowledge  the  same,
personally  appeared  before  me in  said  jurisdiction  and  acknowledged  said
Agreement  to be the act and  deed  of  PUTNAM,  HAYES  &  BARTLETT,  INC.,  and
delivered the same as such.

         GIVEN under my hand and seal this 7th day of April, 1997.



                                                       /s/ Elizabeth W. Trimber
                                                        Notary Public, D.C.
[SEAL]

My commission expires:

                  Elizabeth W. Trimber
                         Notary Public
                  District of Columbia
         My Commission Expires Dec 14 1997



<PAGE>


                                                     EXHIBIT G

                                                LANDLORD'S SERVICES

1.   Landlord  shall  provide  security  personnel  for the common  areas of the
     building 24 hours a day, 365 days per year.

2.       Landlord agrees to provide  elevator service to the building 24 hours a
         day,  365 days a year with no less than  five (5)  passenger  elevators
         during normal  business  hours except for  reasonable  periods of "down
         time" for  maintenance  and repairs.  Access to said elevators shall be
         provided  by  Building  security  in the "off  hours" as in other first
         class office buildings in the Boston/Cambridge area.

3.       Landlord  agrees to furnish hot and chilled water for the  distribution
         of hot and cold air to the leased  premises 24 hours a day,  365 days a
         year  sufficient  to keep the  Premises  at a  comfortable  temperature
         commensurate with first class office buildings in Cambridge.

4.       Landlord  shall  provide  Tenant with hot and cold water for  drinking,
         lavatory and toilet purposes from regular building supply at reasonable
         temperatures.  For water furnished for any other purposes, Tenant shall
         pay  Landlord at the same rates as would have been  charged by the City
         of Cambridge.

5.       Landlord  shall  (a) keep and  maintain  in first  class  and  workable
         condition (including replacement) the Building's sanitary,  electrical,
         heating,  plumbing,  elevator,  air conditioning and other systems, (b)
         provide cleaning services to the common areas of the Building, (c) keep
         all roadways,  walkways and parking areas of the Lot clean and lit, and
         remove all snow and ice  therefrom,  (d)  provide  light  bulbs for the
         common areas of the Building,  and (e) provide  grounds  maintenance to
         all landscaped areas.

6.  Landlord  agrees to  furnish  cleaning  service as is  customary  in similar
buildings in
         Cambridge,  to all office  areas,  corridors,  stairwells,  lavatories,
         elevators, entrance lobbies, and all exterior windows of the Building.



<PAGE>


                                                     EXHIBIT H

                                               RULES AND REGULATIONS

1. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules,
stairways,  corridors  or halls shall not be  obstructed  or  encumbered  by any
tenant  or used for any  purpose  other  than for  ingress  to and  egress  from
tenant's space or the Building and for delivery of merchandise  and equipment in
a prompt and efficient  manner using  elevators and  passageways  designated for
such  delivery by  Landlord.  There shall not be used in any common areas of the
Building either by any Tenant, its invitees or others in the delivery or receipt
of  merchandise,  any hand trucks,  except those  equipped with rubber tires and
sideguards. If a tenant's space is situated on the ground floor of the Building,
the tenant thereof shall further,  at tenant's  expense,  keep the sidewalks and
curb in front of said premises clean and free from ice, snow, dirt and rubbish.

2. The water and wash  closets and plumbing  fixtures  shall not be used for any
purposes  other than those for which they were  designed or  constructed  and no
sweepings,  rubbish, rags, acids or other substances shall be deposited therein,
and the  expense  of any  breakage,  stoppage,  or  damage  resulting  from  the
violation  of this  rule  shall be borne by the  tenant  who,  or whose  clerks,
agents, employees or visitors, shall have caused it.

3. No carpet,  rug or other article shall be hung or shaken out of any window of
the building; and no tenant shall sweep or throw or permit to be swept or thrown
from the tenant's space any dirt or other  substances  into any of the corridors
or  halls,  elevators,  or out of the  doors  or  windows  or  stairways  of the
building, and no tenant shall use, keep or permit to be used or keep any foul or
noxious gas or substance in the tenant's space, or permit or suffer the tenant's
space to be occupied or used in a manner  offensive or objectionable to Landlord
or other occupants of the Building by reason of noise,  odors and/or vibrations,
or interfere in any way with other Tenants or those having business therein, nor
shall any animals or birds be kept in or about the Building. smoking or carrying
lighted cigars or cigarettes in the elevators of the Building is prohibited.

4. No awnings or other projections shall be attached to the outside walls of the
Building  without the prior written consent of Landlord,  in the Landlord's sole
discretion.

5. No  sign,  advertisement,  notice  or  other  lettering  shall  be  exhibited
inscribed,  painted or  affixed by any tenant on any part of the  outside of the
tenant's  space of the  Building or on the inside of the  tenant's  space if the
same is visible from the outside of the tenant's space without the prior written
consent of Landlord, except that the name of a tenant may appear on the entrance
door of the tenant's  space.  In the event of the  violation of the foregoing by
any tenant,  Landlord may remove same without any liability,  and may charge the
expense  incurred by such  removal to a tenant or tenants  violating  this rule.
Interior signs on doors and the directory tablet shall be inscribed,  painted or
affixed for