EXHIBIT 10.47
                                          ADDENDUM NO. 1 TO OFFICE LEASE

         THIS  ADDENDUM NO. 1 TO OFFICE LEASE (the  "Addendum No. 1") made as of
this 10th day of  February,  1998 (the  "Effective  Date"),  by and  between (i)
Greystone Square 127 Limited Liability  Company,  a District of Columbia limited
liability  company,  hereinafter  called  "Lessor,"  as  successor  in  interest
collectively to The Greystone Square 127 Associates, the former beneficial owner
of the office building situated at 1776 Eye Street, N.W., Washington, D.C. 20006
(the "Building"), and George H. Beuchert, Jr., Trustee, Thomas J. Egan, Trustee,
Oliver T. Carr,  Trustee,  William Joseph H. Smith,  Trustee,  and The Kiplinger
Washington Editors,  Inc., Trustee, the owners of record who held legal title to
the Building as trustees on behalf of The Greystone  Square 127 Associates,  the
former beneficial owner of the Building, and (ii) Putnam, Hayes & Bartlett, Inc.
a Massachusetts corporation, hereinafter called "Lessee."

                                                    WITNESSETH:

         WHEREAS,  by Office Lease made,  entered into and effective as of March
31, 1997 (the "Original Lease"),  Lessor leased to Lessee and Lessee leased from
Lessor  approximately 45,116 square feet of rentable area on the fifth (5th) and
sixth (6th)  floors of the office  building  located at 1776 Eye  Street,  N.W.,
Washington, D.C. 20006 (such area being hereinafter referred to as the "Original
Demised  Premises",  and  the  building  being  hereinafter  referred  to as the
"Building");

         WHEREAS,  pursuant  to the  section  of  the  Original  Lease  entitled
"OPTIONS TO EXPAND"  Lessee had certain  rights to expand the  Original  Demised
Premises;

         WHEREAS,  Lessor and Lessee  have agreed to revise the  Original  Lease
related  to  Lessee's  rights  to  lease  additional  space in the  Building  as
expansion areas of the Original Demised Premises;

         WHEREAS,   Lessor  and  Lessee   desire  to  formally   reflect   their
understandings  and  agreements  regarding the revision of Lessee's  rights with
regard to the leasing of additional  space in the Building as expansion areas of
the Original  Demised  Premises,  and thus desire to modify the  Original  Lease
accordingly, with respect to the following sections of the Original Lease:

1.       Demised Premises
2.       Term
3.       Rent
4.       Operating Expenses, Operating Costs and Real Estate Taxes
5.       Options to Expand
6.       First Right to Negotiate
7.       Alterations
8.       Broker and Agent, and
9.       Parking; and

WHEREAS, the Original  Lease as modified and amended by this  Addendum No. I are
     sometimes hereinafter collectively referred to as the "Lease."

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:

         1.         DEMISED PREMISES

         (A)     Alternate Expansion Space One.

                  (1) As of 12:00  a.m.  of  January  1,  1998  (the  "Alternate
Expansion Space One  Commencement  Date") Lessor does hereby lease to Lessee and
Lessee does hereby lease from Lessor,  for the term and upon the  conditions Set
forth in this Addendum No. 1, a space on the seventh (7th) floor of the Building
identified  as of the  Alternate  Expansion  Space One as Suite 750,  containing
approximately  3,660 square feet of rentable area (such space being  hereinafter
referred to as "Alternate  Expansion Space One"). The Alternate  Expansion Space
One is outlined on the floor plan attached  hereto as Exhibit A, and made a part
hereof. The floor area measurement of the Alternate Expansion Space One has been
measured  in  accordance  with the  Washington,  D.C.,  Association  of Realtors
Standard Method of Measurement, 1983 Version.

                  (2)  Lessee  agrees  to  accept  possession  of the  Alternate
Expansion  Space  One in  its  "as-is"  condition,  existing  on  the  Alternate
Expansion Space One Commencement Date without Lessor being required to undertake
any demolition,  removals,  alterations,  improvements,  decorations  repairs or
modifications  of the Alternate  Expansion  Space One,  except that Lessor shall
take such steps as  reasonably  necessary to ensure (a) that  building  standard
services specified in the Section of the Lease entitled "SERVICES AND UTILITIES"
are  readily  available  to the  Alternate  Expansion  Space  One,  (b) that the
Alternate  Expansion  Space One is fit out to a condition no less than  building
standard  condition  as  specified  in  Exhibit  B to the  Lease,  (c) that base
building  fire and life  safety  systems of the  Building  are  sufficiently  in
compliance  with  applicable  local codes and  ordinances  such that Lessee many
obtain a certificate of occupancy for use of Alternate  Expansion  Space One for
Lessee's  business  purposes  and Lessee may obtain all  necessary  permits  and
licenses to permit Lessee to make Alterations to Alternate  Expansion Space One,
which  Alterations by their nature fall  generally  within the scope and kind of
building  standard  improvements  identified in Exhibit B to the Lease,  and (d)
that as of the  Effective  Date any and all base  building  operating  equipment
serving the  Alternate  Expansion  Space One is in normal  operating  condition,
Notwithstanding  the foregoing  Lessor agrees to provide to Lessee the Alternate
Expansion  Space One Allowance as  hereinafter  noted in  Subsection  (A) of the
Section of this  Addendum No. 1 entitled  "Alterations"  subject  however to the
conditions for Lessor's  obligation to deliver such Allowance  specified in that
Section.

          (B)     Mandatory Expansion Premises.

                  (1) As of  12:00  a.m.  of the  Mandatory  Expansion  Premises
Commencement Date (as hereinafter defined),  Lessor does hereby lease to Lessee,
and Lessee does hereby lease from Lessor,  for the term and upon the  conditions
set forth in this  Addendum  No. 1, a space on the  seventh  (7th)  floor of the
Building containing  approximately 3,347 square feet of additional rentable area
(such space hereinafter referred to as the "Mandatory Expansion Premises").  The
Mandatory  Expansion  Premises is outlined on the floor plan attached hereto and
made a part hereof as Exhibit A-1. The floor area  measurement  of the Mandatory
Expansion  Premises has been measured in accordance with the  Washington,  D.C.,
Association of Realtors Standard Method of Measurement, 1983 Version.

         (2)  Lessee  agrees to accept  possession  of the  Mandatory  Expansion
Premises in its "as-is" condition,  existing on the Mandatory Expansion Premises
Commencement  Date without  Lessor being  required to undertake any  demolition,
removals,  alterations,  improvements,  decorations  repairs or modifications of
the" Mandatory Expansion  Premises,  except that Lessor shall take such steps as
reasonably  necessary to ensure (a) that building standard services specified in
the Section of the Lease entitled "SERVICES AND UTILITIES" are readily available
to the Alternate  Expansion Space One, (b) that the Mandatory Expansion Premises
are delivered in broom clean condition,  (e) that the Alternate  Expansion Space
One is fit out to a  condition  no less  than  building  standard  condition  as
specified in Exhibit D to the 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 many obtain a certificate of occupancy for
use of Mandatory  Expansion  Premises for  Lessee's  business  purposes and that
Lessee may obtain all  necessary  permits and licenses to permit  Lessee to make
Alterations to Alternate  Expansion Space One, which Alterations by their nature
fall  generally  within  the scope and kind of  building  standard  improvements
identified in Exhibit B to the Lease, and (d) that as of the date of delivery of
the Mandatory  Expansion Premises any and all base building operating  equipment
serving the  Alternate  Expansion  Space One is in normal  operating  condition.
Notwithstanding  the foregoing  Lessor agrees to provide to Lessee the Mandatory
Expansion  Premises  Allowance as  hereinafter  noted in  Subsection  (B) of the
Section of this  Addendum No. 1 entitled  "Alterations"  subject  however to the
conditions for Lessor's  obligation to deliver such Allowance  specified in that
Section.

         (C)  "Definition of 'Demise  Premises".  As of the Alternate  Expansion
Space One  Commencement  Date, the Original  Demised  Premises and the Alternate
Expansion Space One will be collectively  referred to as the "Demised Premises,"
and the provisions of the Original Lease shall apply to the Demised  Premises as
so redefined  subject  however to, and except as modified by, the  provisions of
this Addendum No. 1". As of the Mandatory Expansion Premises  Commencement Date,
the  Original  Demised  Premises,  the  Alternate  Expansion  Space  One and the
Mandatory Expansion Premises will thereafter be collectively  referred to as the
"Demised  Premises" and the  provisions of the Original Lease shall apply to the
Demised Premises as so redefined  subject however to, and except as modified by,
the provisions of this Addendum No. 1".

         2.       TERM

         (A)      Alternate Expansion Space One.

                  (1)  Subject  to  and  upon  the  covenants,   agreements  and
conditions  of Lessor and Lessee set forth in this  Addendum  No. 1, the term of
the Original Lease with regard to Alternate  Expansion  Space One shall commence
on the Alternate  Expansion Space One Commencement Date and shall be coterminous
with the  term of the  Original  Lease  with  regard  to the.  Original  Demised
Premises.

                  (2) With  Lessee's  acceptance  of possession of the Alternate
Expansion  Space One  pursuant to this  Addendum  No. 1, Lessor and Lessee shall
execute the  "Declaration as to Date of Delivery and Acceptance of Possession of
Alternate  Expansion  Space One," attached hereto as Exhibit D-2 all specify the
Alternate,  which  shall  Expansion  Space  One  Commencement  Date.  As of  the
Alternate  Expansion Space One  Commencement  Date,  Exhibit D-2 of the Original
Lease shall be deemed deleted in its entirety.

         (B)      Mandatory Expansion Premises.

                  (1)  Subject  to  and  upon  the  covenants,   agreements  and
conditions  of Lessor and Lessee set forth in this  Addendum  No. 1, the term of
the  Original  Lease  with  regard to the  Mandatory  Expansion  Premises  shall
commence  on April 1,  1999  (the  "Mandatory  Expansion  Premises  Commencement
Date"), and shall be coterminous with the term of the Original Lease.

                  (2) In the event Lessor is unable to deliver possession of the
Mandatory  Expansion  Premises  to Lessee by the  Mandatory  Expansion  Premises
Commencement Date in Delivery  Condition (as hereinafter  defined) due to causes
beyond the control of Lessor,  Lessor,  its agents and  employees,  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 the Original  Lease or its  obligations  under this Addendum No. 1
due to  Lessor's  inability  to deliver  the  Mandatory  Expansion  Premises  in
Delivery Condition.  The Mandatory Expansion Premises Commencement Date shall be
extended,  however,  to the date Lessor  delivers  possession  of the  Mandatory
Expansion  Premises in  Delivery  Condition,  and  Lessee's  obligations  to pay
Mandatory  Expansion Premises Monthly Rent (as hereinafter  defined) pursuant to
the Lease shall commence thereon-  Notwithstanding  the foregoing,  Lessor shall
diligently pursue the removal of any holdover tenant,  including promptly filing
legal action for any available summary landlord/tenant proceeding and diligently
prosecuting  such  action to a final  disposition.  The  Original  Lease  shall,
however,  otherwise continue in full force and effect as to the Original Demised
Premises and the Alternate Expansion Space One in accordance with its terms. The
term  "Delivery  Condition!'  shall  mean  that at the time of  delivery  of the
Mandatory  Expansion Premises to Lessee (i) the Mandatory Expansion Premises are
free and clear of all tenancies and occupancies, and (ii) the physical condition
of the Mandatory  Expansion Premises is as provided for in Subsection (B) (2) of
the Section of this Addendum No, I entitled "Demised Premises".

                  (3) When Lessor delivers possession of the Mandatory Expansion
Premises,  Lessor  and  Lessee  shall  execute  the  "Declaration  as to Date of
Delivery and Acceptance of Possession of Mandatory Expansion Premises," attached
hereto as Exhibit D-3,  which shall  specify the  Mandatory  Expansion  Premises
Commencement Date. For the purposes of the Lease, the term "Mandatory  Expansion
Premises  Commencement  Date" shall also mean any extended  Mandatory  Expansion
Premises Commencement Date which may be established pursuant to the operation of
the provisions of this section of the Addendum No. 1. As of the Effective  Date,
Exhibit D-3 to the Original Lease is deleted in its entirety.

         3.  RENT

         (A)      Alternate Expansion Space One.

                  (1)  Lessee   covenants   and  agrees  to  pay  to  Lessor  as
consideration  for the leasing of the Alternate  Expansion Space One the rent of
any kind or nature hereinafter  specified in this Addendum No. 1. In that regard
Lessee  agrees to pay monthly in advance to Lessor as part of rent  monthly rent
for the Alternate  Expansion  Space One, the sum of which is as of the Alternate
Expansion Space One  Commencement  Date (as hereinafter  defined),  Ten Thousand
Five Hundred Twenty Five and 55/100ths  Dollars  ($10,525.55),  but which sum is
subject to adjustment as provided for in Subsection (3) below of this Section of
this Addendum No. 1 (the "Alternate Expansion Space One Monthly Rent"). Lessee's
obligation to pay rent  attributable to the Alternate  Expansion Space One shall
begin on the Alternate  Expansion Space One Commencement Date and shall continue
to remain an obligation of Lessee until completely satisfied.

                  (2)  Alternate  Expansion  Space  One  Monthly  Rent  shall be
payable  with  Monthly  Rent in the manner  and as  otherwise  specified  in the
Section of the Original Lease  entitled  "RENT' except that checks shall be made
payable to "Greystone Square 127 Limited Liability Company" and shall be sent in
care of "Hagner  Management  Corporation,  Suite  710,  1776 Eye  Street,  N.W.,
Washington, D.C. 20006."

                  (3)  Alternate  Expansion  Space  One  Monthly  Rent  shall be
subject to annual  escalation  pursuant  to the  Section of the  Original  Lease
entitled "ANNUAL ESCALATION OF MONTHLY RENT."

                  (4) Lessee  additionally  agrees to pay as rent with regard to
the leasing of the  Alternate  Expansion  Space One such sum  arising  under the
Section of the Original Lease entitled "OPERATING EXPENSES.  OPERATING COSTS AND
REAL  ESTATE  TAXES" as  provided  for by the  Section  of this  Addendum  No. 1
entitled "OPERATING EXPENSES- OPERATING COSTS AND REAL ESTATE TAXES."

                  (5) Lessor  agrees to abate and  forgive the payment by Lessee
of  Alternate  Expansion  Space One Monthly  Rent from  January 1, 1998  through
October 31, 1998,  with Lessee's first payment of Alternate  Expansion Space One
Monthly Rent being due and payable as of November 1, 1998.  Additionally  Lessor
agrees to abate and forgive the payment of Alternate Expansion Space One Monthly
Rent for the calendar months of January 1999 and December 1999.

         (B)      Mandatory Expansion Premises.

                  (1)  Lessee   covenants   and  agrees  to  pay  to  Lessor  as
consideration  or the leasing of the  Mandatory  Expansion  Premises rent of any
kind or nature  hereinafter in this Addendum No. 1. In that regard Lessee agrees
to pay monthly in advance to Lessor as monthly rent for the Mandatory  Expansion
Premises (the "Mandatory Expansion Premises Monthly Rent").  Mandatory Expansion
Premises Monthly Rent, as of the Mandatory Expansion Premises Commencement Date,
shall be an amount equal to one-twelfth (1/12th) of the product of the number of
square  feet of rentable  area  attributable  to  Mandatory  Expansion  Premises
multiplied by the rental rate per rentable square foot for the Original  Demised
Premises  which  would  be in  effect  as of the  Mandatory  Expansion  Premises
Commencement  Date,  said then  effective  rental rate being for the purposes of
this paragraph the rate determined by multiplying the then applicable  amount of
Monthly Rent 1 (as defined in the Original  Lease) as escalated  pursuant to the
Section of the Lease entitled "ANNUAL ESCALATION OF MONTHLY RENT" by twelve (12)
and  dividing  the product  thereof by 36,265  (being the  rentable  area of the
Original  Premises as  described  and defined in the Original  Lease).  Lessee's
obligation to pay rent  attributable to the Mandatory  Expansion  Premises shall
begin on the Mandatory  Expansion Premises  Commencement Date and shall continue
to remain an obligation of Lessee until completely satisfied.

                  (2)  Mandatory  Expansion  Premises Rent shall be payable with
Monthly  Rent in the manner and as  otherwise  specified  in the  Section of the
Original  Lease  entitled  "RENT",  except that checks  shall be made payable to
"Greystone  Square 127 Limited  Liability  Company" and shall be sent in care of
"Hagner Management  Corporation,  Suite 710, 1776 Eye Street, N.W.,  Washington,
D.C. 20006."

                  (3) Mandatory Expansion Premises Monthly Rent shall be subject
to annual  escalation  pursuant to the Section of the  Original  Lease  entitled
"ANNUAL ESCALATION OF MONTHLY RENT."

                  (4) Lessee  additionally  agrees to pay as rent with regard to
the leasing of the  Mandatory  Expansion  Premises  such sums arising  under the
Section of the Original Lease entitled "OPERATING EXPENSES,  OPERATING COSTS AND
REAL ESTATE TAXES" as provided for by the Section of this Addendum No.1 entitled
"OPERATING EXPENSES, OPERATING COSTS AND REAL ESTATE TAXES."

                  (5) Lessor  agrees to abate and  forgive the payment by Lessee
of  Mandatory  Expansion  Premises  Monthly  Rent for the  first  three (3) full
calendar  months   immediately   following  the  Mandatory   Expansion  Premises
Commencement Date.

         4.       OPERATING EXPENSES, OPERATING COSTS AND REAL ESTATE TAXES

         (A)      Operating Expenses.

                  (1) As of the Alternate Expansion Space One Commencement Date,
Lessee's  proportionate  share of Operating Expenses (as defined in the Original
Lease)  allocable to the Alternate  Expansion  Space One shall be the percentage
which the total rentable square feet of the Alternate  Expansion Space One bears
to the total  rentable  square feet of office and retail areas in the  Building,
which  percentage  as of the date of this  Addendum No. 1 is 1.72% (based on the
total rentable  square feet of the office and retail areas in the Building as of
the date of the Original  Lease).  The amount of such  percentage  to be paid by
Lessee for any calendar  year shall be the  percentage of the calendar year that
the Alternate Expansion Space One were leased by Lessee.

                  (2) As of the Mandatory Expansion Premises  Commencement Date,
Lessee's  proportionate  share of Operating  Expenses allocable to the Mandatory
Expansion  Premises shall be the percentage which the total rentable square feet
of the Mandatory  Expansion  Premises bears to the total rentable square feet of
office and retail areas in the Building,  which percentage shall be 1.57% (based
on the total rentable square feet of the office and retail areas in the Building
as of the date. of the Original Lease). The amount of such percentage to be paid
by Lessee for any calendar  year shall be the  percentage  of the calendar  year
that the Mandatory Expansion Premises were leased by Lessee.

         (B)      Operating Costs.

                  (1) As of the Alternate Expansion Space One Commencement Date,
Lessee's  proportionate  share of  Operating  Costs (as defined in the  Original
Lease)  allocable to the Alternate  Expansion  Space One shall be the percentage
which the total rentable square feet of the Alternate  Expansion Space One bears
to the total  rentable  square  feet of all office area in the  Building,  which
percentage  as of the date of this  Addendum  No. 1 is 1.83% (based on the total
rentable  square  feet of  office  areas of the  Building  as of the date of the
Original  Lease).  The  amount of such  percentage  to be paid by Lessee for any
calendar  year shall be the  percentage  of the calendar year that the Alternate
Expansion Space One we're leased by Leases.

                  (2) As of the Mandatory Expansion Premises  Commencement Date,
Lessee's  proportionate  share of Operating  Costs  allocable  to the  Mandatory
Expansion  Premises shall be the percentage which the total rentable square feet
of the Mandatory  Expansion  Premises bears to the total rentable square feet of
office area in the Building, which percentage shall be 1.68% (based on the total
rentable  square  feet of  office  areas of the  Building  as of the date of the
Original  Lease).  The  amount of such  percentage  to be paid by Lessee for any
calendar  year shall be the  percentage  of the calendar year that the Mandatory
Expansion Premises were leased by Lessee.

         (C)      Real Estate Taxes.

                  (1) As of the Alternate Expansion Space One Commencement Date,
Lessee's  proportionate  share of Real Estate  Taxes (as defined in the Original
Lease)  allocable to the Alternate  Expansion  Space One shall be the percentage
which the total rentable square feet of the Alternate  Expansion Space One bears
to the  total  rentable  square  feet of all  office  and  retail  areas  in the
Building, which percentage as of the date of this Addendum No. 1 is 1.72% (based
on the total rentable square feet of the office and retail areas in the Building
as of the date of the Original Lease).  The amount of such percentage to be paid
by Lessee for any calendar year shall be the percentage of the calendar that the
Alternate Expansion Space One were leased by Lessee.

                  (2) As of the Mandatory Expansion Premises  Commencement Date,
Lessee's  proportionate  share of Real Estate Taxes  allocable to the  Mandatory
Expansion  Premises shall be the percentage which the total rentable square feet
of the Mandatory  Expansion  Premises bears to the total rentable square feet of
office and retail areas in the Building,  which percentage shall be 1.57% (based
on the total rentable square feet of the office and retail areas in the Building
as of the date of the Original Lease).  The amount of such percentage to be paid
by Lessee for any calendar  year shall be the  percentage  of the calendar  year
that the Mandatory Expansion Premises were leased by Lessee.

         (D)      Estimated Payments.

         Lessee shall continue to pay to Lessor,  as additional rent,  Estimated
Payments (as defined in the Original Lease) for Lessee's accumulated obligations
for increases in Operating  Expenses,  Operating  Costs,  and Real Estate Taxes,
except  that the  amounts of any  Estimated  Payment  from time to time shall be
adjusted as of the Alternate  Expansion Space One Commencement Date and again as
of the Mandatory Expansion Premises Commencement Date to reflect the increase in
Lessee's  obligations  under this Section of this Addendum No. 1 attributable to
the leasing first of the Alternate  Expansion  Space One and then to the leasing
of the Mandatory Expansion Premises,

         (E)      Mandatory  Expansion  Premises/Abatement  of  Additional  Rent
                  Attributable  to Operating  Expenses  Operating Costs and Real
                  Estate Taxes.

         So long as Lessee  is not in a  Material  Default  (as  defined  in the
Original  Lease)  Lessor  agrees to abate and forgive the payment of  additional
rent attributable to increases in Operating  Expenses,  Operating Costs and Real
Estate Taxes through October 31, 1998, with Lessee's first payment of additional
rent attributable to increases in Operating  Expenses,  Operating Costs and Real
Estate Taxes,  including Estimated Payments therefore,  being due and payable as
of November 1, 1998. Additionally Lessor agrees to abate and forgive the payment
of one sixth (1/6th) of additional  rent  attributable to increases in Operating
Expenses, Operating Costs and Real Estate Taxes for calendar year 1999.

         6.       OPTIONS TO EXPAND

         As of the Effective Date, the text of the Section of the Original Lease
entitled  "OPTIONS  T0 EXPAND" is deleted in its  entirety  as of the  Effective
Date;  additionally  the Exhibits of the Original  Lease  related to the text of
that Section of the Original  Lease,  identified as Exhibit A-2 and Exhibit A-3,
and Exhibit D-2 and  Exhibit D-3 are deleted in their  entirety.  In lieu of the
text of such Section and such Exhibits,  the following new text and the attached
Substitute  Exhibits A-2 through Substitute Exhibit A-7 and Substitute  Exhibits
D-2, D-3 and D-5 are added to the Lease in their respective places:

         "(A)  Lessor  grants to Lessee  the  following  options  to expand  the
Demised Premises during the term of this Lease.

(i)  The first  option to expand the  Demised  Premises  (the  "First  Expansion
     Option")  shall apply to space on the seventh  (7th) floor of the Building,
     having a rentable area of approximately  1,583 square feet (said area being
     hereinafter  referred  to  as  the  "First  Expansion  Space").  The  First
     Expansion  Space is roughly  indicated on  Substitute  Exhibit A-2 attached
     hereto and made a part hereof.  The First  Expansion Space is identified as
     of the Effective Date of the Addendum No. 1 as Suite 735.

(ii) 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  3,277 square feet (said area being
     hereinafter  referred  to as the  "Second  Expansion  Space").  The  Second
     Expansion  Space is roughly  indicated on  Substitute  Exhibit A-3 attached
     hereto and made a part hereof The Second  Expansion  Space is identified as
     of the Effective Date of the Addendum No.1 as Suite 725.

                           (iii) The third option to expand the Demised Premises
(the "Third Expansion Option")
shall  apply to space  on the  seventh  (7th)  floor of the  Building,  having a
rentable  area of  approximately  974 square  feet (said area being  hereinafter
referred  to as the  "Third  Expansion  Space").  The Third  Expansion  Space is
roughly  indicated on  Substitute  Exhibit A-4  attached  hereto and made a part
hereof.  The Third Expansion Space is identified as of the Effective Date of the
Addendum No.1 as Suite 720.

(iv) The fourth  option to expand the Demised  Premises  (the "Fourth  Expansion
     Option")  shall apply to space on the seventh  (7th) floor of the Building,
     having a rentable area of approximately  1,211 square feet (said area being
     hereinafter  referred  to as the  "Fourth  Expansion  Space").  The  Fourth
     Expansion  Space is roughly  indicated on  Substitute  Exhibit A-5 attached
     hereto and made a part hereof.  The Fourth Expansion Space is identified as
     of the Effective Date of the Addendum No.1 as Suite 710,

(v)  The fifth  option to expand the  Demised  Premises  (the  "Fifth  Expansion
     Option')  shall apply to space on the seventh  (7th) floor of the Building,
     having a rentable  area of  approximately  959 square feet (said area being
     hereinafter  referred  to  as  the  "Fifth  Expansion  Space").  The  Fifth
     Expansion  Space is roughly  indicated on  Substitute  Exhibit A-6 attached
     hereto and made a part hereof,  The Fifth  Expansion Space is identified as
     of the Effective Date of the Addendum No.1 as Suites 700-B,

(vi) The sixth  option to expand the  Demised  Premises  (the  "Sixth  Expansion
     Option")  shall apply to space on the seventh  (7th) floor of the Building,
     having a rentable area of approximately  7,589 square feet (said area being
     hereinafter  referred  to  as  the  "Sixth  Expansion  Space").  The  Sixth
     Expansion  Space is roughly  indicated on  Substitute  Exhibit A-7 attached
     hereto and made a part hereof.  The Sixth  Expansion Space is identified as
     of the Effective Date of the Addendum No.1 as Suite 700-A.

(vii)The First Expansion  Space, the Second Expansion Space, the Third Expansion
     Space,  the Fourth  Expansion  Space,  Fifth Expansion Space, and the Sixth
     Expansion  Space  are  hereinafter  sometimes  singularly  or  collectively
     referred to as an '!Expansion  Space";  and the First Expansion Option, the
     Second Expansion Option,  the Third Expansion Option,  the Fourth Expansion
     Option, the Fifth Expansion Option and Sixth Expansion Option are sometimes
     singularly or collectively referred to as an "Expansion Option."

(viii) Lessee's  entitlement to any Expansion  Option shall be conditioned  upon
     Lessee  exercising the applicable  Expansion  Option as set forth below. If
     Lessee  shall be in  Material  Default  under the Lease  either on the date
     Lessee notifies  Lessor of its intent to exercise the applicable  Expansion
     Option or at any time thereafter up to and including the commencement  date
     of the term of the Lease with respect to the  applicable  Expansion  Space,
     then the Expansion  Option with regard to the  applicable  Expansion  Space
     shall become null and void and of no further force and effect.

         (B) Lessee may exercise an applicable Expansion Option only as follows:

                  (i) With  -regard to the First  Expansion  Option,  Lessee may
only exercise the First Expansion Option by delivering written notice to Lessor,
not later than June 30, 1998,  nor earlier than January 1, 1998,  specifying its
election to exercise the First Expansion  Option.  If Lessee timely and properly
gives notice of its election to exercise this Expansion Option, the commencement
date of the Lease with -regard to the First Expansion Space, and the date Lessor
shall deliver  possession of the First Expansion Space to Lessee,  shall be July
1, 1999 (the "First  Expansion  Space Lease  Commencement  Date").  In the event
Lessor is unable to deliver possession of the First Expansion Space to Lessee by
July 1,  1999,  Lessor,  its  agents  and  employees,  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 its
obliga- to accept  possession  of the First  Expansion  Space,  pay rent for the
First Expansion Space, and perform any and all of Lessee's obligations under the
Lease with respect to the First Expansion Space. The First Expansion Space Lease
Commencement  Date  shall be  extended  to the  earlier  of (a) the date  Lessor
delivers possession of the First Expansion Space to Lessee,  provided Lessor has
given Lessee no less than ten (10) days prior written notice of the date of such
delivery,  or (b) the date Lessee enters into. possession of the First Expansion
Space in accordance  with the terms and conditions set forth herein.  Lessor and
Lessee  shall  confirm  the First  Expansion  Space Lease  Commencement  Date by
entering into the document provided for in Subsection (F) below of this Section.

                  (ii) No later than  December  31,  2000,  Lessor  shall advise
Lessee of the  earliest  date that  Lessor  will be able to  deliver  the Second
Expansion Space to Lessee,  which delivery date may be between April 1, 2002 and
April  1,  2003.  Lessee  may  exercise  the  Second  Expansion  Option  only by
delivering  written notice to Lessor, no later than the later of March 31, 2001,
or twelve (12) full calendar  months prior to the stated  delivery date given by
Lessor in its notice to Lessee.  Lessee may not issue its notice of  election to
exercise such option to expand prior to receiving  Lessor's notice of a delivery
date.  Lessee's notice must specify its intent to exercise the Second  Expansion
Option.  If Lessee  timely and  properly  gives notice of its intent to exercise
this Second  Expansion  Option,  Lessor  shall use due  diligence to deliver the
Second  Expansion  Space to Lessee on the  delivery  date  specified in Lessor's
notice (the "Second  Expansion  Space Lease  Commencement  Date").  In the event
Lessor is unable to deliver  possession of the Second  Expansion Space to Lessee
by Second  Expansion Space  Commencement  Date,  Lessor,  its agents,  and their
respective  officers and employees,  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 its  obligation to accept
possession  of the Second  Expansion  Space,  pay rent for the Second  Expansion
Space,  and perform any and all of Lessee 's  obligations  under this Lease with
respect  to the  Second  Expansion.  Space.  The Second  Expansion  Space  Lease
Commencement  Date  shall be  extended  to the  earlier  of (a) the date  Lessor
delivers  possession of the Second  Expansion Space to Lessee in accordance with
the- terms and conditions set forth herein,  provided Lessor has given Lessee no
less than ten (10) days prior written  notice of the date of such  delivery,  or
(b) the date Lessee enters into possession of the Second Expansion Space. Lessor
and Lessee shall confirm the Second Expansion Space Lease  Commencement  Date by
entering into the document provided for in Subsection (F) below of this Section.

                  (iii) No later than  December  31,  2000,  Lessor shall advise
Lessee  of the  earliest  date that  Lessor  will be able to  deliver  the Third
Expansion  Space to Lessee,  which  delivery  date may between April 1, 2002 and
April 1, 2003. Lessee may exercise the Third Expansion Option only by delivering
written  notice to Lessor,  no later than the later of March 31, 2001, or twelve
(12) full calendar  months prior to the stated  delivery date given by Lessor in
its notice to Lessee.  Lessee may not issue its notice of  election  to exercise
such option to expand prior to  receiving  Lessor's  notice of a delivery  date.
Lessee's notice must specify its intent to exercise the Third Expansion  Option.
If Lessee timely and properly  gives notice of its intent to exercise this Third
Expansion Option,  Lessor shall use due diligence to deliver the Third Expansion
Space to Lessee on the delivery  date  specified in Lessor's  notice (the "Third
Expansion  Space Lease  Commencement  Date").  In the event  Lessor is unable to
deliver  possession of the Third  Expansion  Space to Lessee by Third  Expansion
Space Commencement  Date, Lessor, its agents, and their respective  officers and
employees,  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 its  obligation  to accept  possession of the
Third Expansion  Space,  pay rent for the Third Expansion Space, and perform any
and all of Lessee 'a  obligations  under this  Lease  with  respect to the Third
Expansion  Space.  The Third  Expansion Space Lease  Commencement  Date shall be
extended to the earlier of (a) the date Lessor delivers  possession of the Third
Expansion  Space to Lessee in accordance with the terms and conditions set forth
herein,  provided  Lessor  has given  Lessee  no less  than ten (10) days  prior
written notice of the date of such delivery,  or (b) the date Lessee enters into
possession  of the Third  Expansion  Space,  Lessor and Lessee shall confirm the
Third  Expansion  Space Lease  Commencement  Date by entering  into the document
provided for in Subsection (F) below of this Section.

                   (iv) No later than  December  31,  2000,  Lessor shall advise
Lessee of the  earliest  date that  Lessor  will be able to  deliver  the Fourth
Expansion Space to Lessee,  which delivery date may be between April 1, 2002 and
April  1,  2003.  Lessee  may  exercise  the  Fourth  Expansion  Option  only by
delivering  written notice to Lessor, no later than the later of March 31, 2001,
or twelve (12) full calendar  months prior to the stated  delivery date given by
Lessor in its notice to Lessee.  Lessee may not issue its notice of  election to
exercise such option to expand prior to receiving  Lessor's notice of a delivery
date.  Lessee's notice must specify its intent to exercise the Fourth  Expansion
Option.  If Lessee  timely and  properly  gives notice of its intent to exercise
this Fourth  Expansion  Option,  Lessor  shall use due  diligence to deliver the
Fourth  Expansion  Space to Lessee on the  delivery  date  specified in Lessor's
notice (the "Fourth  Expansion  Space Lease  Commencement  Date").  In the event
Lessor is unable to deliver  possession of the Fourth  Expansion Space to Lessee
by Fourth  Expansion Space  Commencement  Date,  Lessor,  its agents,  and their
respective  officers and employees,  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 its obligation to accept
possession of the Fourth  Expansion  Space,  pay rent for' the Fourth  Expansion
Space,  and perform any and all of Lessee 's  obligations  under this Lease with
respect  to the  Fourth  Expansion  Space.  The  Fourth  Expansion  Space  Lease
Commencement  Date  shall be  extended  to the  earlier  of (a) the date  Lessor
delivers  possession of the Fourth  Expansion Space to Lessee in accordance with
the terms and conditions set forth herein,  provided  Lessor has given Lessee no
less than ten (10) days prior written  notice of the date of such  delivery,  or
(b) the date Lessee enters into possession of the Fourth Expansion Space. Lessor
and Lessee shall confirm the Fourth Expansion Space Lease  Commencement  Date by
entering into the document provided for in Subsection (F) below of this Section.

(v)  No-later than December 31, 2000, Lessor shall advise Lessee of the earliest
     date that  Lessor  will be able to  deliver  the Fifth  Expansion  Space to
     Lessee, which delivery date may be between April 1, 2062 and April 1, 2003.
     Lessee may exercise the Fifth Expansion  Option only by delivering  written
     notice to Lessor, no later than the later of March 31, 2001, or twelve (12)
     full calendar  months prior to the stated  delivery date given by Lessor in
     its  notice to  Lessee.  Lessee  may not issue its  notice of  election  to
     exercise  such option to expand  prior to  receiving  Lessor's  notice of a
     delivery  date.  Lessee's  notice must  specify its intent to exercise  the
     Fifth Expansion  Option. If Lessee timely and properly 'gives notice of its
     intent to  exercise  this  Fifth  Expansion  Option,  Lessor  shall use due
     diligence  to deliver the Fifth  Expansion  Space to Lessee on the delivery
     date  specified  in  Lessor's  notice  (the  "Fifth  Expansion  Space Lease
     Commencement Date"). In the event Lessor is unable to deliver possession of
     the Fifth Expansion  Space to Lessee by Fifth Expansion Space  Commencement
     Date,  Lessor,  its agents,  and their  respective  officers and employees,
     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 its  obligation to accept  possession of the Fifth
     Expansion  Space,  pay rent for the Fifth Expansion  Space, and perform any
     and all of Lessee 's obligations under this Lease with respect to the Fifth
     Expansion Space. The Fifth Expansion Space Lease Commencement Date shall be
     extended to the earlier of (a) the date Lessor  delivers  possession of the
     Fifth Expansion Space to Lessee in accordance with the terms and conditions
     set forth  herein,  provided  Lessor has given Lessee no less than ten (10)
     days prior  written  notice of the date of such  delivery,  or (b) the date
     Lessee enters into  possession  of the Fifth  Expansion  Space.  Lessor and
     Lessee shall confirm the Fifth Expansion Space Lease  Commencement  Date by
     entering  into the document  provided for in  Subsection  (F) below of this
     Section.

                  (vi) With  regard to the Sixth  Expansion  Option,  Lessee may
only exercise the Sixth Expansion Option by delivering written notice to Lessor,
not later than March 31, 2003, nor earlier than October 1, 2002,  specifying its
election to exercise the Sixth Expansion  Option.  If Lessee timely and properly
gives notice of its election to exercise this Expansion Option, the commencement
date of this Lease with regard to the Sixth Expansion Space, and the date Lessor
shall deliver possession of the Sixth Expansion Space to Lessee,  shall be April
1, 2004 (the "Sixth  Expansion  Space Lease  Commencement  Date").  In the event
Lessor is unable to deliver possession of the Sixth Expansion Space to Lessee by
April 1,  2004,  Lessor,  its  agents  and  employees,  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 its
obligation to accept  possession of the Sixth Expansion  Space, pay rent for the
Sixth Expansion  Space,  and perform any and all of Lessee's  obligations  under
this Lease with re- to the Sixth  Expansion  Space.  The Sixth  Expansion  Space
Lease  Commencement Date shall be extended to the earlier of (a) the date Lessor
delivers possession of the Sixth Expansion Space to Lessee,  provided Lessor has
given Lessee to less than ten (10) days prior written notice of the date of such
delivery,  or (b) the date Lessee enters into  possession of the Sixth Expansion
Space in accordance  -with the tern and conditions set forth herein.  Lessor and
Lessee  shall  confirm  the Sixth  Expansion  Space Lease  Commencement  Date by
entering into the document provided for in Subsection (F) below of this Section.

                  (vii)  Lessee may exercise the Second  Expansion  Option,  the
Third  Expansion  Option,  the Fourth  Expansion  Option and the Fifth Expansion
Option by one or. more notices delivered to Lessor,  provided that any notice or
notices  given must be  delivered to Lessor no later than the later of March 31,
2001,  or twelve (12) full  calendar  months prior to the stated  delivery  date
given by Lessor in its notice to Lessee as specified above.  Additionally Lessor
may advise Lessee by one or more notices of the date or dates of delivery of the
various  Expansion  Spaces  designated as the Second  Expansion Space, the Third
Expansion  Space,  the Fourth  Expansion  Space, or the Fifth  Expansion  Space,
provided that Lessor shall have advised  Lessee as to all of such delivery dates
for all space  encompassed in such Expansion  Spaces by the close of business of
December 31, 2000. As and to the extent that Lessee has exercised one or more of
such Expansion Options,  Lessor may deliver any Expansion Space for which Lessee
has  exercised  its Expansion  Option  singly or in  combination,  provided that
Lessor shall have delivered each Expansion  Space for which Lessee has exercised
an  Expansion  Option  by April  1,  2003.  Finally  as to any  Expansion  Space
identified as in this Section as the Second Expansion Space, the Third Expansion
Space,  the  Fourth  Expansion  Space,  and the Fifth.  Expansion  Space in this
Section,  Lessor  reserves the right to reconfigure any or all of such Expansion
Spaces to permit Lessor to lease all or parts of the space  encompassed  by such
Expansion  Spaces to third parties during the period prior to delivery to Lessee
pursuant to the provisions of this Section of the lease, and if Lessor elects to
so reconfigure  any or all of the space  encompassed by those  Expansion  Spaces
then any  notice  given to Lessee by Lessor  pursuant  to  Subsections  (B) (ii)
(iii), (iv) and (v) of this Section advising Lessee of the delivery date for any
Expansion Space may refer to that Expansion Space as reconfigured, provided that
Lessor  may not delay,  as a result of any  leasing  arrangement  with any third
party related to interim  leasing of any space that is, in whole or in part, all
or a portion of the Second  Expansion  Space,  the Third  Expansion  Space,  the
Fourth Expansion Space, and the Fifth Expansion Space, the delivery of any space
indicated  as part of any  Expansion  Space  beyond the last date  provided  for
Delivery of those Expansion  Spaces in Subsections (B) (ii) (iii),  (iv) and (v)
of this Section.

                  (viii)  Furthermore  if the delivery date of any of the Second
Expansion  Space,  the Third Expansion  Space, the Fourth Expansion Space or the
Fifth  Expansion Space specified by Lessor would occur within three (3) calendar
months of the delivery date for any other of these Expansion Spaces, then Lessee
shall not be obligated to accept any  Expansion  Space unless or until Lessor is
able to deliver at the same time one or more additional Expansion Space(s), such
that the total rentable area being delivered by Lessor to Lessee at any one time
as one or more  Expansion  Spares is in the  aggregate  no less than twenty four
hundred (2,400) rentable square feet, which Space or Spaces would be contiguous.

         (C) Lessee's  exercise of any Expansion  Option shall be subject to the
following conditions.

                  (i) Lessee shall accept the  Expansion  Space,  as part of the
Demised  Premises,  in its then "as Is"  condition,  existing  on the date  that
possession  of the  Expansion  Space is delivered  to Lessee by Lessor,  without
Lessor  being  required to  undertake  any  demolition,  removals,  alterations,
improvements,  decorations,  repairs or  modifications  of the Expansion  Space.
Notwithstanding  the  agreement of Lessor and Lessee  contained in the preceding
sentence,  Lessor  shall take such steps as  reasonably  necessary to ensure (a)
that building standard services  specified in the Section of this Lease entitled
"SERVICES AND UTILITIES" are readily  available to the Expansion Space, (b) that
the Expansion  Space in question is fit out to a condition no less than building
standard  condition as specified in Exhibit 11 to this Lease,  and (c) that base
building  fire and life  safety  systems of the  Building  are  sufficiently  in
compliance with  applicable  local codes and ordinances such that (1) Lessee may
obtain,  if required by then applicable  District of Columbia law, a certificate
of occupancy for use of the Expansion Space for Lessee's  business  purposes and
(2) 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 this  Lease  with  respect  to any  Expansion
Space shall commence on the applicable  Expansion Space  Commencement  Date, and
said term  shall be  coterminous  with the  initial  term of this  Lease and any
extension thereof duly exercised by Lessee.

                  (iii) Lessee shall pay to Lessor, -as the initial monthly rent
for the applicable Expansion Space (hereinafter "Expansion Space Monthly Rent"),
an amount equal to  one-twelfth  (1/12th) of the product of the number of square
feet of rentable area  attributable  to that Expansion  Space  multiplied by one
hundred  percent (100%) of the Net Effective  Market Rental Rate projected to be
in effect as of the applicable  Expansion Space Commencement Date and further to
pay the applicable  Expansion Space Monthly Rent to Lessor with Monthly Rent. If
Lessor and Lessee cannot reach agreement on the Net Effective Market Rental Rate
for any Expansion Space at the time Lessee. exercises an Expansion Option within
sixty (60) days after the date Lessor  receives  Lessee's  notice of election to
exercise the applicable  Expansion ion Option,  the 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  Expansion  Space  Monthly  Rent for an  Expansion  Space  shall be
subject to  periodic  escalation  during the term of this Lease as  provided  in
Subsection  (C)(vii) 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 Lease entitled "OPERATING  EXPENSES,  OPERATING COSTS AND
REAL  ESTATE  TAXES"  with the  calendar  year  fixed  as the Base  Year for the
calculations  under that  Section of this  Lease with  regard to the  applicable
Expansion Space to be the calendar year in which the appropriate Expansion Space
Commencement Date of this Lease with regard to that Expansion Space occurs.

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

                  (v)  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 REAL ESTATE,  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  Expansion  Space
Commencement  Date fixed under -the  applicable  provisions of Subsection (B) of
this Section 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 that 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.

                  (vi) During the initial  term of this Lease,  Expansion  Space
Monthly Rent for any Expansion  Space as initially  fixed at the leasing of such
Expansion Space by Lease shall be subject to adjustment and increase as and when
Monthly Rent is subject to adjustment  pursuant to the provisions of the 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 any  Expansion  Space Monthly Rent shall be
abated during the period from the Expansion Space  Commencement Date through the
last  day of the  calendar  month  that is  twelve  (12)  full  calendar  months
following the applicable Expansion Space Commencement Date. During the Extension
Period,  Expansion  Space Monthly Rent for each Expansion Space 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 T0 EXTEND."

                  (vii) All rent  accruing  or  related to any  Expansion  Space
shall be  treated  as part of rent due and owing by Lessee to Lessor  under this
Lease.

                  (viii) 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
to exercise  any  Expansion  Option for  Expansion  Space not then  exercised by
Lessee  through the giving of written notice to Lessor as provided in Subsection
(B) above of 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 this
Lease as of the Termination Date, 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-5, which shall specify the applicable
Expansion  Space  Commencement  Date for that  Expansion  Space.  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
leased by  Lessee,  to any party  other than a  qualified  party  identified  in
Subsection  (D)  of  the  Section  of  this  Lease  entitled   "ASSIGNMENT   AND
SUBLETTING".

         6.       ALTERATIONS

         (A) In connection  with Lessee's  leasing of Alternate  Expansion Space
One pursuant to this Addendum No. 1, and except as specifically  provided for in
Subsection  (A) (2) of the  Section of this  Addendum  No. 1  entitled  "Demised
Premises,  "  Lessor  shall  have  no  obligation  to  perform  or pay  for  any
Alterations in Alternate Expansion Space One or in the Demised Premises.  Lessor
shall,  however,  make available to Lessee,  subject to the  satisfaction of the
conditions of this Section of this Addendum No. 1, an allowance in the amount of
not more that One Hundred  Seven  Thousand  Nine Hundred  Seventy and 00/100 ths
Dollars  ($107,970.00)  (the  "Alternate  Expansion Space One  Allowance").  The
Alternate  Expansion  Space One Allowance may be used by Lessee for (i) the hard
construction costs incurred by Lessee to construct and install Alterations which
Lessee may perform in or to the  Alternate  Expansion  Space One during a period
beginning on the Alternate  Expansion Space One  Commencement  Date and expiring
June 30, 2002 (the "Fit Out Period"),  provided that if Lessee has not exercised
its option to  terminate  the term of the Lease set forth in the  Section of the
Lease  entitled  ".OPTION  TO  TERMINATE"  then  the Fit  Out  Period  shall  be
automatically extended to December 31, 2004; (h) any construction-related  items
(including by not limited to,  architectural  and consulting fees,  permit fees,
computer,  telephone and communications  facilities, and construction management
fees);  and (iii) the costs of office personal  property of Lessee to be located
in the  Alternate  Expansion  Space  One,  including  equipment  and  furniture.
Provided Lessee has satisfied the conditions  hereinafter  related to release of
all or any portion of the Alternate  Expansion Space  Allowance,  no request for
'reimbursement to Lessee under the Alternate  Expansion Space One Allowance will
be accepted by Lessor  prior to December 1, 1999 nor later than the last date of
the Fit Out Period.

         (B) In connection with Lessee's leasing of Mandatory Expansion Premises
pursuant to this  Addendum  No. 1, and except as  specifically  provided  for in
Subsection  (B)(2) of the  Section  of this  Addendum  No. 1  entitled  "Demised
Premise"  Lessor shall have no obligation to perform or pay for any  Alterations
in  Mandatory  Expansion  Premises or in the  Demised  Premises.  Lessor  shall,
however, make available to Lessee, subject to the satisfaction of the conditions
of this  Section of this  Addendum No. 1, an allowance in the amount of not more
than Eighty  Three  Thousand  Six Hundred  Seventy  Five and  00/100ths  Dollars
($83,675.00)  (the  "Mandatory  Expansion  Premises  Allowance").  The Mandatory
Expansion Premises Allowance may be used by Lessee for (i) the hard construction
costs incurred by Lessee to construct and install  Alterations  which Lessee may
perform in or to the Mandatory  Expansion  Premises during a period beginning on
the Mandatory  Expansion  Premises  Commencement Date and expiring June 30, 2002
(the "Fit Out Period"),  provided that if Lessee has not exercised its option to
terminate  the term of the Lease set forth in the Section of the Lease  entitled
"OPTION TO TERMINATE" then the Fit Out Period shall be automatically extended to
December 31, 2004; (ii) any construction-related items (including by not limited
to,  architectural  and consulting fees,  permit fees,  computer,  telephone and
communications  facilities,  and  construction  management  fees); and (iii) the
costs of office  personal  property  of Lessee to be  located  in the  Mandatory
Expansion  Premises,  including  equipment and  furniture,  Provided  Lessee has
satisfied the conditions  hereinafter  related. to release of all or any portion
of the Mandatory Expansion Premises  Allowance,  no request for reimbursement to
Lessee under the  Mandatory  Expansion  Premises  Allowance  will be accepted by
Lessor  prior to  December  1, 1999 nor later  than the last date of the Fit Out
Period. Notwithstanding the foregoing if at any time Lessee is in default, after
the giving of notice and the passage of the  applicable  period to cure,  of its
obligations to pay rent provided for under the Lease,  then Lessor shall have no
obligation to reimburse Lessor from the Mandatory  Expansion  Premises Allowance
for any costs incurred by Lessee for or related to  Alterations  performed in or
to the Mandatory Expansion Premises.

         (C) Any  Alterations  to the Alternate  Expansion  Space One and to the
Mandatory  Expansion  Premises shall be performed in accordance with the Section
of the Original Lease entitled "ALTERATIONS",  except as hereinafter modified by
the following provisions:

         (i)      Prior to the  commencement  of any  Alterations  in and to the
                  Alternate   Expansion   Space  One  and  Mandatory   Expansion
                  Premises,  Lessee  shall also  submit to Lessor  copies of all
                  permits  required  in  connection  therewith,   and  upon  the
                  completion of those Alterations, Lessee, at its expense, shall
                  furnish  to  Lessor  a set of the  "as-built"  plans  for such
                  Alterations performed in the Alternate Expansion Space One and
                  Mandatory Expansion Premises.

(ii) Lessee  shall  promptly  submit to Lessor  (but on a  monthly  basis  only)
     invoices for the costs incurred by Lessee in performing the  Alterations in
     or  related  to  Alternate  Expansion  Space  One and  Mandatory  Expansion
     Premises,  together with signed waivers of mechanic's  hens executed by all
     contractors or subcontractors performing those Alterations,  and such other
     information  or  documentation  as Lessor's  lender may request or require,
     which may include an architect's  certificate of substantial completion for
     any final  disbursement to be made.  After inspection and approval of those
     portion(s)  of these  Alterations  as  reflected by such  certificates  and
     invoices and  verification  of the invoices and waivers  submitted,  Lessor
     shall promptly  reimburse to Lessee  appropriate  amounts  requested by the
     invoices.  In no event,  however,  shall  Lessor be  obligated to reimburse
     Lessee  for any  amount if such  amount  individually  or in the  aggregate
     exceeds the total amount of the Alternate Expansion Space One Allowance and
     Mandatory Expansion Premises Allowance.

          (iii)   Lessee must submit all invoices for  reimbursement  no earlier
                  than  December  1, 1999 and no later than the last date of the
                  Fit  Out  Period,  and  Lessor  shall  have no  obligation  to
                  reimburse Lessee for any invoices  submitted prior to December
                  1, 1999 or after the last date of the Fit Out  Period.  In the
                  event that Lessee has not  requested  release of all monies in
                  the  Alternate  Expansion  Space One  Allowance  and Mandatory
                  Expansion  Premises  Allowance by the last date of the Fit Out
                  Period,  then any remaining monies shall be credited by Lessor
                  to rent next due and owing by Lessee under the Lease.

          (iv)    Notwithstanding the foregoing, Lessor shall have no obligation
                  to  reimburse  Lessee or to credit any  unused  portion of the
                  Alternate   Expansion   Space  One   Allowance  and  Mandatory
                  Expansion Premises Allowance to Monthly Rent due and owing, if
                  Lessee fails to comply with the terms and  conditions  of this
                  Section of this  Addendum  No. 1, or if Lessee is in  Material
                  Default  of the  Lease,  whether  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.



         7.       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 Addendum No. 1 to Lease Agreement.  Lessor  represents that it has employed
Randall H. Hagner Company as its broker ("Lessor's  Broker");  Lessee represents
that it has worked with both Goodman  Segar Hogan Hoffler and Jones Lang Wootton
USA  (collectively,   "Lessee's  Brokers").   Lessor,  pursuant  to  a  separate
agreement,  has agreed to pay the commission of Lessor's  Broker,  together with
the commission of a single, authorized cooperating broker, Lessee represents and
warrants  to  Lessor  that  in no  event  shall  Lessor  be  obligated  to pay a
cooperating broke-rage or other commission to more than one of Lessee's Brokers.
Lessor shall  indemnify  and hold Lessee  harmless from and against all claim or
claims for brokerage or other commission(s) arising from or out of any breach of
the foregoing  representation and warranty by Lessor. Lessee shall indemnify and
hold Lessor harmless from and against all claim or claims for brokerage or other
commission(s)  arising  from  or out  of my  breach  of  any  of  the  foregoing
representations  and warranties by Lessee,  and additionally  from or out or any
conflicting or competing  claims made by Lessee's  Brokers as to any entitlement
and/or  amount of commission  due to either of Lessee's  Brokers and relating to
this transaction.

         (B) Lessor has  designated  as of the date  first  hereinabove  stated,
Hagner Management Corporation,  its manager of operations, as its agent pursuant
to the  provisions of the second (2nd)  paragraph of the Section of the Original
Lease entitled "BROKER AND AGENT."

         8.       PARKING

         (A) As of the Alternate  Expansion Space One Commencement  Date, Lessee
shall be entitled to two (2) additional parking contracts,  under the same terms
and  conditions  as  specified  in the Section of the  Original  Lease  entitled
"PARKING,"  provided  that the period  for action by Lessee  shall be sixty (60)
days after the Alternate Expansion Space One.

         (B) As of the Mandatory  Expansion  Premises  Commencement Date, Lessee
shall be entitled to two (2) additional parking contracts,  under the same terms
and conditions of the Section of the Original Lease entitled "PARKING," provided
that the  period  for  action  by  Lessee  shall be sixty  (60)  days  after the
Mandatory Expansion Premises Commencement Date.

         (C) As of the applicable  Expansion  Space  Commencement  Date,  Lessee
shall be entitled to appropriate number parking contracts,  under the same terms
and conditions of the Section of the Original Lease entitled "PARKING," provided
that the  period  for  action  by  Lessee  shall be sixty  (60)  days  after the
applicable Expansion Space Commencement Date.

         9.       OTHER TERMS AND PROVISIONS

         All other  provisions of the Original  Lease shall remain in effect and
unchanged  except as modified  herein,  and all terms,  covenants and conditions
shall remain in effect as modified by this  Addendum No. 1. If any  provision of
this Addendum No. 1 agreement  conflicts with the Original Lease, the provisions
of this Addendum No.
1 shall control.

         IN WITNESS  WHEREOF,  Lessor and Lessee have caused this Addendum No. 1
to Original  Lease  Agreement  to be signed in their names by  themselves  or by
their  duly  authorized  representatives  and  delivered  as their act and deed,
continuing to be legally bound by all its terms and conditions.

LESSOR:

GREYSTONE SQUARE 127 LIMITED LIABILITY  COMPANY,  a District of Columbia limited
     liability company

By.      CAPITOL TREE LIMITED LIABILITY
         COMPANY,
         a District of Columbia limited
         liability company, a Member

By:  NEW YORK LIFE INSURANCE AND ANNUITY  CORPORATION,  a Delaware  corporation,
     its Member

By:  REYSTONE REALTY  CORPORATION,  a Delaware  corporation,  as duly authorized
     agent for New York Life Insurance and Annuity Corporation

Attest:

Name: /s/Mary M. Macy
Title: Assistant Secretary

(Corporate Seal)

By:

Name: Assistant
Title: Assistant Secretary

(Corporate Seal)

By: /s/Daniel J. McKillop
Daniel J. McKillop
Vice President

<PAGE>


By.  KBSK  SQUARE  127  LIMITED  PARTNERSHIP  a  District  of  Columbia  limited
     partnership, a Member

By:  KBSK  SQUARE  127  ASSOCIATES,  L.L.C.,  a  District  of  Columbia  limited
     liability company, its sole General Partner

By:  The Kiplinger Washington Editors, Inc Manager and Member
Name:
Title: Manager

Attest:

By:
Name: Assistant Secretary

(Corporate Seal)




<PAGE>


LESSEE:

Putnam, Hayes & Bartlett, Inc.

By: /s/ Barbara J. Levine
Barbara J. Levine
Corporate Counsel and Clerk


Attest:

Name:
Title:

(Corporate Seal)





                                     <PAGE>


                                   "Exhibit A"
                        to Addendum No. 1 to Office Lease
                      Plan of Alternate Expansion Space One





                                     <PAGE>


                                    EXHIBIT A

                               Seventh Floor Plan
                              Intentionally Deleted






                                     <PAGE>


                                  "Exhibit A-1"
                        to Addendum No. I to Office Lease
                      Plan of Mandatory Expansion Premises



                                     <PAGE>


                                   EXHIBIT A-1


                               Seventh Floor Plan
                              Intentionally Deleted




                                     <PAGE>


                                "Exhibit it A-2"
                        to Addendum No. I to Office Lease
                          Plan to First Expansion Space




                                     <PAGE>


                                   EXHIBIT A-2


                               Seventh Floor Plan
                              Intentionally Deleted

                                     <PAGE>


                                  "Exhibit A-3"
                        to Addendum No. 1 to Office Lease
                         Plan of Second Expansion Space



                                     <PAGE>


                                   EXHIBIT A-3



                               Seventh Floor Plan
                              Intentionally Deleted

                                     <PAGE>


                                  "Exhibit A-4"
                        to Addendum No. 1 to Office Lease
                          Plan of Third Expansion Space



                                     <PAGE>


                                   EXHIBIT A-4


                               Seventh Floor Plan
                              Intentionally Deleted

                                     <PAGE>


                                  "Exhibit A-5"
                        to Addendum No. 1 to Office Lease
                         Plan of Fourth Expansion Space



                                     <PAGE>


                                   EXHIBIT A-5

                               Seventh Floor Plan
                              Intentionally Deleted




                                     <PAGE>


                                  "Exhibit A-6"
                        to Addendum No. 1 to Office Lease
                          Plan of Fifth Expansion Space




                                     <PAGE>


                                   EXHIBIT A-6

                               Seventh Floor Plan
                              Intentionally Deleted





                                     <PAGE>


                                  "Exhibit A-7"
                        to Addendum No. 1 to Office Lease
                          Plan of Sixth Expansion Space




                                     <PAGE>


                                   EXHIBIT A-7

                               Seventh Floor Plan
                              Intentionally Deleted



                                     <PAGE>



                                  "Exhibit D-2"
                       Declaration As to Date of Delivery
                         And Acceptance of Possession of
                          Alternate Expansion Space One



         Attached to and made a part of the Lease,  dated the ___________ day of
____________,  19__,  entered into by and between  Greystone  Square 127 Limited
Liability  Company,  a District  of Columbia  limited  liability  company,  (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 Two was  accepted  by Lessee  in its "as is"  condition  on the
________ day of __________, ____. The Lease is now in fall force and effect with
regard  to  Alternate  Expansion  Space  One.  For the  purpose  of this  Lease,
Alternate  Expansion Space One Commencement  Date is established as beginning on
the  _________________  day of  ________________,  ________.  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.

                    [Signatures appear on immediately following pages.]




<PAGE>


LESSOR:

GREYSTONE SQUARE 127 LIMITED LIABILITY  COMPANY,  a District of Columbia limited
     liability company

By:      CAPITOL TREE LIMITED LIABILITY COMPANY,
         a District of Columbia limited liability company, a Member

By;      NEW YORK LIFE INSURANCE AND ANNUITY
         CORPORATION, a Delaware corporation,
         its Member

By:      GREYSTONE REALTY CORPORATION,
         a  Delaware  corporation,  as duly  authorized  agent for New York Life
         Insurance and Annuity Corporation


By:
Charles J. Lauckhardt
Vice Chairman and Chief Investment Officer



Attest:


Name:
Title:

(Corporate Seal)

By:  KBSK  SQUARE 127  LIMITED  PARTNERSHIP,  a  District  of  Columbia  limited
     partnership, a Member

By:  KBSK  SQUARE  127  ASSOCIATES,  L.L.C.,  a  District  of  Columbia  limited
     liability company, its sole General
Partner

Attest:
Name:
Title:

By:      The Kiplinger Washington Editors, Inc. a Manager and Member
By:
Name:
Title:

LESSEE:

Putnam, Hayes & Bartlett, Inc.

By:
Name:
Title:

Attest:

Name:
Title:




<PAGE>


                                                   "Exhibit D-3"
                                        Declaration As to Date of Delivery
                                          And Acceptance of Possession of
                                           Mandatory Expansion Premises

         Attached to and made a part of the Loan,  dated the  ___________ day of
___________,  19___,  entered into by and between  Greystone  Square 127 Limited
Liability  Company,  a District  of Columbia  limited  liability  company,  (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 Two 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 __________, 1920. 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.

               [Signatures appear on immediately following pages.]



<PAGE>



LESSOR:

GREYSTONE SQUARE 127 LIMITED LIABILITY  COMPANY,  a District of Columbia limited
     liability company

By:      CAPITOL TREE LIMITED LIABILITY TY COMPANY,
         a District of Columbia limited liability company, a Member

By:      NEW YORK LIFE INSURANCE AND ANNUITY
         CORPORATION, a Delaware corporation,
         its Member

By:      GREYSTONE REALTY CORPORATION,
         a  Delaware  corporation,  as duly  authorized  agent for New York Life
         Insurance and Annuity Corporation


By:
Charles J. Lauckhardt
Vice Chairman and Chief Investment Officer

Attest:
By:
Name:
Title:

(Corporate Seal)

By:  KBSK  SQUARE 127  LIMITED  PARTNERSHIP,  a  District  of  Columbia  limited
     partnership, a Member

By:  KBSK  SQUARE  127  ASSOCIATES,  L.L.C.,  a  District  of  Columbia  limited
     liability company, its role General
         Partner

By:      The Kiplinger Washington Editors, Inc.
         a Manager and Member

By:
Name:
Title:


Attest:

<PAGE>


LESSEE:

Putnam, Hayes & Bartlett, Inc.

By:
Name:
Title:


Attest:

Name:
Title.:

<PAGE>


                                                   "Exhibit D-5"
                                          Form of Declaration as to Date
                                           of Delivery and Acceptance of
                                         Possession of An Expansion Space


Attached  to  and  made  a  part  of  the  Lease,   dated  the  _______  day  of
_________________,  19___,  entered  into by and  between  Greystone  Square 127
Limited Liability  Company,  a District of Columbia limited  liability  company,
(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  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 ____________  Expansion  Space. For the purpose of the
Lease,  ________________________  Expansion  Space  Lease  Commencement  Date is
established as beginning on the day _______of __________,  _____________.  As of
the  date of  delivery  and  acceptance  of  possession  of the  ______________.
Expansion Space as herein set forth,  there is to 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.

[Signatures appear on immediately following pages.]




<PAGE>


LESSOR:

GREYSTONE SQUARE 127 LIMITED LIABILITY  COMPANY,  a District of Columbia limited
     liability company

By:      CAPITOL TREE LIMITED LIABILITY COMPANY,
         a District of Columbia limited liability company, a Member

By:      NEW YORK LIFE INSURANCE AND ANNUITY
         CORPORATION, a Delaware corporation,
         its Member

By:      GREYSTONE REALTY CORPORATION,
         a  Delaware  corporation,  as duly  authorized  agent for Now York Life
         Insurance and Annuity Corporation

By:
Charles J. Lauckhardt
Vice Chairman and Chief Investment Officer

Attest:

Name:
Title:

(Corporate Seal)


By:  KBSK  SQUARE 127  LIMITED  PARTNERSHIP,  a  District  of  Columbia  limited
     partnership, a Member

By:  KBSK  SQUARE  127  ASSOCIATES,  L.L.C.,  a  District  of  Columbia  limited
     liability company, its sole General Partner

By:      Its Kiplinger Washington Editors, Inc.
         a Manager and Member

By:
Name:
Title:


Attest: