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                                                                   EXHIBIT 10.17

              THIS LEASE, made this 17 day of March, 2000, by and
between MERRITT-CCP V, LLC, a Maryland limited liability company, hereinafter
called "Landlord," and SEQUOIA SOFTWARE CORPORATION, a body corporate of the
State of Maryland, hereinafter called "Tenant."

              WITNESSETH, that in consideration of the rental hereinafter agreed
upon and the performance of all the conditions and covenants hereinafter set
forth on the part of the Tenant to be performed, the Landlord does hereby lease
unto the said Tenant, and the latter does hereby rent from the former the
following premises (hereinafter sometimes called the "premises"):

              BEING all those premises containing approximately sixty-four
       thousand (64,000) rentable square feet and outlined in red on the Lease
       Plan attached hereto as Exhibit A, said premises being located in the
       building (hereinafter sometimes called the "Building") known as "Columbia
       Corporate Park V," 8890 McGaw Road, Columbia, Maryland, situate on a
       parcel or parcels of land (hereinafter sometimes called the "Property")
       located in Columbia, Howard County, Maryland and known generally as
       Columbia Corporate Park;

for the term of five (5) years and two (2) months, beginning on the later to
occur of the following: (i) August 1, 2000; or (ii) the date of substantial
completion of Landlord's Work, as set forth in Exhibit B, attached hereto.
Landlord agrees that it will, at its sole cost and expense, as soon as
reasonably possible after the execution of this Lease, commence and pursue to
completion the Landlord's Work set forth on Exhibit B. The premises shall be
deemed to be substantially completed on the date that (a) the premises are
substantially complete, with the exception of minor punch list items which do
not interfere with Tenant's installations and work in order to outfit the
premises for Tenant's use and (b) Landlord has obtained and delivered to Tenant
a certificate of occupancy (or its equivalent) for the premises.

              This Lease is made subject to the following additional terms,
covenants and conditions:

       1.     RENTAL.

              (a)    Tenant covenants and agrees to pay Landlord as


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rental, without notice or demand, the following rentals, in advance, on the
first day of each month during the term of this Lease in the following monthly
installments, without notice, setoff or deduction:

<TABLE>
<CAPTION>
     Term                Annual Base Rent          Monthly Base Rent         Sq. Ft. Rate
     ----                ----------------          -----------------         ------------
<S>                      <C>                       <C>                       <C>
 Months 1 - 2                 No Base                Rent Payable

 Months 3 - 14             $1,462.400.00              $121,866.66               $22.85

 Months 15 - 26             1,498,880.00               124,906.66                23.42

 Months 27 - 38             1,535,360.00               127,996.66                23.99

 Months 39 - 50             1,573,760.00               131,146.66                24.59

 Months 51 - 62             1,612,800.00               134,400.00                25.20
</TABLE>

The rental for any fractional monthly periods at the beginning or at the end of
the Lease term shall be prorated on a per diem basis and shall be payable on the
first (1st) day of the month in advance.

              (b)    All rentals shall be paid to Landlord at Merritt, 2066 Lord
Baltimore Drive, Baltimore, Maryland 21244, or at such other place or to such
appointee of the Landlord as the Landlord may from time to time designate in
writing.

              (c)    Tenant covenants and agrees to pay the rental herein
reserved and each installment thereof promptly when and as due, without setoff
or deduction whatsoever. As set forth above, Tenant shall not be required to pay
any base rental during the first two (2) months of the Lease term, but Tenant
shall be required to perform all other obligations of Tenant under this Lease
during said two (2) months period.

              (d)    Tenant may elect, by written notice to Landlord given not
later than thirty (30) days from the date upon which this Lease was executed, to
surrender up to six thousand (6,000) rentable square feet of the premises on the
second level of the Building. Upon the giving of such notice, the base rentals
hereinabove set forth shall be recomputed accordingly, and the parties shall
enter into an amendment to this Lease setting forth that portion of the premises
so surrendered and the recomputed


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base rentals.

              (e)    Upon substantial completion of Landlord's Work as set forth
in Exhibit B hereof, Tenant, or its representatives, shall have the right, in
conjunction with Landlord's representative, to measure the actual rentable
square footage of the premises, which shall be computed by measuring from the
inside face of the perimeter glass to the center of the demising partitions
excluding vertical penetrations, rest rooms, and mechanical and janitorial rooms
and adding a twelve percent (12%) Building core factor. If the actual rentable
square footage of the premises is more or less than sixty-four thousand (64,000)
rentable square feet (or such lesser amount as may be elected by Tenant pursuant
to Section 1(d) above), the base rentals hereinabove set forth shall be
recomputed accordingly and the parties shall enter into an amendment to this
Lease setting forth such recomputed base rentals.

       2.     USE

              (a)    Tenant covenants and agrees to use and occupy the premises
solely for the following purposes: offices for the use of Tenant, its officers,
agents and employees, software development and related uses and any other lawful
uses which are in keeping with the class and character of the Building. Tenant
agrees to comply with all applicable zoning and other laws and regulations,
including, without limitation, the Americans with Disabilities Act
(collectively, "Laws"), and provide and install within the premises, at its own
expense, any additional equipment or alterations required to comply with all
Laws required from time to time, but only to the extent such Laws relate to
Tenant's specific use of the premises. All other alterations, installations and
equipment required to comply with such Laws shall be provided and installed by
Landlord, at Landlord's sole expense. Tenant further agrees not to make, or
cause or permit to be made, any use of the premises which shall constitute a
nuisance or shall unreasonably interfere with the rights of other tenants in the
Building to quietly enjoy, use and occupy the premises leased by


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them and the common areas of the Building. Tenant will not permit, allow or
cause any public or private auction sales or sheriffs' or constables' sales to
be conducted on or from the premises.

              (b)    Landlord covenants and agrees that it will deliver
possession of the premises to Tenant in compliance with all Laws.

       3.     SERVICES AND UTILITIES

              (a)    Landlord agrees to furnish to the premises, (i) electricity
for normal desk top office equipment, normal copying equipment and other
equipment normally used in the operation of a software development company (with
a maximum electrical load of 5.0 watts/sf), (ii) lighting (with an average light
load of 2.0 watts/sf), and (iii) heating, ventilation and air conditioning
("HVAC") as required for the comfortable use and occupancy of the premises. The
minimum standards for HVAC service shall be a system that will:

                     1.     maintain a winter temperature of not less than
                            72(degrees)F when the outdoor temperature is
                            0(degrees)F;

                     2.     maintain a summer indoor temperature of not more
                            than 75(degrees)F when the outdoor temperature is
                            95(degrees)F or greater;

                     3.     maintain the indoor temperatures when the following
                            conditions are met:

                                   (i)    average light load of 2.0 watts/sf;
                                   (ii)   maximum other electrical load of 5.0
                                          watts/sf;
                                   (iii)  maximum outdoor air of 20 cfm/person;
                                          and
                                   (iv)   minimum sf/person of 160 sf for the
                                          general office areas.

All utilities, including without limitation, water, HVAC and electricity, shall
be made available at all times at no additional charge to Tenant. Landlord shall
provide to Tenant access, free of charge, to Landlord's back-up diesel fueled
generator. in the event of a power failure, which back-up generator shall have a
capacity not to exceed _________ KVA. The HVAC system installed by Landlord
shall allow Tenant to have 24 hour, 7 day per week HVAC service through a voice
activated communication system. Landlord shall also maintain and keep lighted
the common stairs, common


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entries and restrooms in the Building. Unless caused by Landlord's negligence or
willful acts of its employees or agents, Landlord shall not be in default
hereunder or be liable for any damages directly or indirectly resulting from,
nor shall the rent be abated by reason of (i) the installation, use or
interruption of the use of any equipment in connection with the furnishing of
any of the services to be furnished by Landlord as set forth in this Lease; (ii)
failure to furnish or delay in furnishing any such services where such failure
or delay is caused by accident or any condition or event beyond the reasonable
control of Landlord, or by the making of necessary repairs or improvements to
the premises or Building; or (iii) the limitation, curtailment or rationing of,
or restrictions on, use of water, electricity, gas or any other form of energy
serving the premises of Building. Landlord shall not be liable under any
circumstances for a loss of or injury to property or business, through or in
connection with or incidental to the failure to furnish any such services,
unless caused by Landlord's negligence or the willful acts of its employees or
agents. Tenant shall not use heat-generating machines or equipment in the
premises which affect the temperature otherwise maintained by the HVAC system
without the prior written consent of Landlord, and if such equipment is used,
Landlord reserves the right to install supplementary air conditioning units in
the premises and the cost thereof, including the cost of installation, operation
and maintenance thereof, shall be paid by Tenant to Landlord upon demand by
Landlord. Notwithstanding the foregoing sentence, Landlord accepts the equipment
customarily used in the operation of a software development company, including
without limitation the equipment as described on Exhibit E.

              (b)    Tenant shall not, without the written consent of Landlord,
use any apparatus or device in the Premises, including, without limitation,
electronic data processing machines, punch card machines or machines using in
excess of 120 volts, which consumes more electricity than is usually furnished
or supplied for the use of premises as general office space, as determined by


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Landlord. Notwithstanding the foregoing, attached as Exhibit E is a list of
Tenant's current electronic data processing equipment which Tenant intends to
use within the Premises. Landlord agrees that the electrical consumption of such
equipment and other equipment customarily used in the operation of a software
development company is an acceptable use within a "general office" usage. Tenant
shall not connect any apparatus with electric current except through existing
electrical outlets in the premises without the prior written consent of
Landlord, which consent shall not be unreasonably withheld, conditioned or
delayed. Tenant shall not consume water or electric current in excess of that
usually furnished or supplied for the use of premises as general office space
(as defined above and Exhibit E attached) without first procuring the written
consent of Landlord, which consent shall not be unreasonably withheld, and in
the event of consent, Landlord may have installed a water meter or electrical
current meter in the premises to measure the amount of water or electric current
consumed. The cost of any such meter and of its installation, maintenance and
repair shall be paid for by Landlord and Tenant agrees to thereafter pay to
Landlord promptly upon demand for all such water and electric current consumed
by Tenant in excess of normal usage of the premises as stated above, as shown by
said meters, at the rates charged for such services by the local public utility,
plus any reasonable additional expense incurred in keeping account of the water
and electric current so consumed, not to exceed three percent (3%) of the bill
therefor. If a separate meter is not installed, the excess cost for such water
and electric current shall be re-established by Landlord from time to time at
the public utilities' standard charges thereof.

              (c)    (INTENTIONALLY DELETED)

              (d)    Landlord shall maintain the Building in the same manner as
other comparable Class A office buildings in the Columbia, Maryland Metropolitan
Area, and shall furnish elevator service, lighting replacement for Building
standard lights, restroom supplies, exterior window washing, janitor services,
and


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such other services in a manner that such services are customarily furnished to
comparable Class A office buildings in the Columbia, Maryland Metropolitan Area.
At least one elevator shall be in operation at all times, subject to stoppages
beyond Landlord's reasonable control. Tenant shall have access to the premises
as all times, subject to Landlord's reasonable security requirements and other
causes beyond Landlord's reasonable control.

       4.     COMPLIANCE WITH LAWS. Tenant covenants and agrees that it will, at
its own expense, observe, comply with and execute all Laws and all rules,
directions, requirements and recommendations of the local board of fire
underwriters and the fire insurance rating organizations having jurisdiction
over the area in which the premises are situated, or other bodies or agencies
now or hereafter exercising similar functions in the area in which the premises
are situated, in any way pertaining to the premises or the use and occupancy
thereof. In the event Tenant shall fail or neglect to comply with any Laws or
any such rules, directions, requirements or recommendations, Landlord or its
agents, upon prior written notice to Tenant and failure of Tenant to cure the
same within thirty (30) days (provided that if any such failure or neglect
cannot reasonably be cured within such thirty (30) day period, then the time for
cure shall be extended so long as Tenant commences the cure within thirty (30)
days after notice and continues the cure diligently thereafter until
completion), may enter the premises and take all such action and do all such
work in or to the premises as may be necessary in order to cause compliance with
such Laws, etc., and Tenant covenants and agrees to reimburse Landlord promptly
upon demand for the expense incurred by Landlord in taking such action and
performing such work, provided such non-compliance was caused by Tenant.
Landlord covenants and agrees that throughout the term of the Lease, it will
comply with all Laws including the Americans With Disabilities Act (ADA),
applicable to the common areas of the Building and parking areas, including the
making of any improvements, alterations or modifications required to comply with


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such Laws, unless such improvements, alterations or modifications result
directly from Tenant's particular use of the Premises.

       5.     ASSIGNMENT AND SUBLETTING.

              (a)    Tenant covenants and agrees not to assign this Lease, in
whole or in part, nor sublet the premises, or any part or portion thereof, nor
grant any license or concession for all or any part thereof, without the prior
written consent of the Landlord in each instance first had and obtained, which
consent shall not be unreasonably withheld. Notwithstanding the foregoing,
Tenant shall have the right, without Landlord's consent, to assign this Lease or
sublet all, or any portion of, the premises to an affiliate of Tenant or to any
entity into which Tenant is merged or consolidated or to any entity to whom all,
or substantially all, of Tenant's assets is sold (collectively, a "Permitted
Transferee"), provided Tenant gives Landlord prior written notice thereof. If an
assignment or subletting is permitted in accordance with the preceding portion
of this paragraph, Tenant shall not be relieved from any liability whatsoever
under this Lease, unless its corporate existence is terminated or extinguished
as the result of a merger or consolidation, in which event the merged or
consolidated successor shall assume all of Tenant's obligations under this
Lease. In the event that the amount of the rent or other consideration to be
paid to the Tenant by any assignee or sublessee (other than a Permitted
Transferee) is greater than the rent required to be paid by the Tenant to the
Landlord pursuant to this Lease, Tenant shall pay to Landlord 50% of any such
excess as is received by Tenant from such assignee or sublessee (after
reimbursement to Tenant of all expenses incurred in connection with such
assignment or sublease). Any consent by Landlord to an assignment or subletting
of this Lease shall not constitute a waiver of the necessity of such consent as
to any subsequent assignment or subletting. An assignment for the benefit of
Tenant's creditors or otherwise by operation of law shall not be effective to
transfer or assign Tenant's interest under this Lease unless Landlord shall have


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first consented thereto in writing.

              (b)    In the event Tenant desires to assign this Lease or to
sublease more than ninety percent (90%) of the premises (other than to a
Permitted Transferee), Landlord shall have the right and option to terminate
this Lease, which right or option shall be exercisable by written notice from
Landlord to Tenant within ten (10) days from the date Tenant gives Landlord
written notice of its desire to assign or sublease.

       6.     OPERATING COSTS.

              (a)    "Operating Costs" are the costs of managing, operating,
maintaining, repairing, redecorating, refurbishing and insuring the Building and
all common areas and facilities within the parking and other common areas
adjacent thereto (including, but not limited to, elevators, stairwells, loading
areas, parking areas, pavements and walkways, landscaping, gardening, storm
drainage and other utility systems); all janitorial services furnished by
Landlord; the cost of utilities for such common areas and facilities; fire
protection and security services, if any; traffic control equipment; repairs;
parking lot striping; lighting; sanitary control; removal of snow, trash,
rubbish, garbage and other refuse; depreciation on or rentals of machinery and
equipment used in the maintenance of the common areas of the Building and the
common areas adjacent thereto; the cost of personnel to implement such services;
all insurance maintained for a comparable Class A office building I the
Columbia, Maryland Metropolitan Area kept, or caused to be kept, by Landlord out
of or in connection with the ownership of the Building and common areas,
including, insurance insuring the same against loss or damage by, or abatement
of rental income resulting from, fire and other such hazards, casualties and
contingencies, and liability and indemnity insurance; plus Landlord's actual
administrative and overhead costs in connection therewith, the amount of which
administrative and overhead costs shall not exceed four percent (4%) of the base
rents (exclusive of any pass throughs or additional rents) derived by Landlord
from the Building. Such


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Operating Costs shall not include the cost of any capital improvements to the
Building as determined under generally accepted accounting principles, the cost
of repairing defects in the Building or work which Landlord performs
specifically for or at the expense of any tenant of the Building. In addition,
the following are excluded as Operating Expenses: (i) costs for investigation,
monitoring, abatement, remediation or removal of Hazardous Substances; (ii)
costs of utilities for other tenants of the Building, which utilities are not
also furnished by Landlord to Tenant; (iii) principal or interest payments on
loans secured by mortgages on the Building, or any part thereof; (iv)
depreciation or amortization of any improvements; (v) costs of any special
service provided to a tenant of the Building which is not provided generally to
all tenants of the Building; (vi) costs and expenses incurred in connection with
leasing space in the Building including, but not limited to, leasing
commissions, advertising and promotional expenses, legal fees for preparation of
leases, rents payable with respect to any leasing office, court costs and legal
fees incurred to enforce the obligations of tenants under leases of the
Building; (vii) costs recoverable by Landlord pursuant to insurance policies;
(viii) costs resulting from defects in design, construction or workmanship of
the Building or the materials used in same; (ix) costs due to Landlord's default
under this Lease; (x) costs due to negligence of Landlord, its employees,
agents, contractors or assigns; (xi) costs incurred in connection with disputes
with other tenants; or (xii) if any of Landlord's services are supplied by a
related entity of Landlord, the charges for such services shall be excluded to
the extent such charges exceed competitive market rates.

              As used herein "Taxes" shall include all taxes assessed against
the Building and the aforesaid parking and other common areas adjacent thereto,
whether as a result of an increase in the tax rate, or the levy, assessment or
imposition of any tax on real estate as such not now levied, assessed or
imposed. The foregoing shall apply to increases in real estate taxes assessed
against the


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land or Building generally, and not resulting from improvements placed thereon
by Tenant subsequent to the Lease commencement. Tenant shall have no liability
for any increase associated with the initial tenant improvements, which shall be
part of the Base Tax. In the event of any increases in real estate taxes
resulting from improvements, alterations or additions made by Tenant subsequent
to the Lease commencement, Tenant shall pay the entire amount of said increase
directly attributable to improvements to the premises completed by Tenant
subsequent to the Lease commencement. Similarly, if other tenants in the
Building make improvements which increase the Taxes, Tenant shall have no
liability for any such associated tax increase. "Taxes" as used herein shall
also include, but not by way of limitation, all paving taxes, special paving
taxes, Metropolitan District Charges, and any and all other benefits or
assessments which may be levied on the Building or the aforesaid parking and
other common areas, including Columbia CPRA assessments, but shall not include
any income tax on the income or rent payable hereunder. "Taxes" shall also
include all reasonable expenses incurred by Landlord (including attorneys' fees
and costs) in contesting any increase in, or applying for any reduction of, a
tax assessment (but only to the extent of a resulting reduction in such tax
assessment).

              (b)    If, during any annual period of the term (i) Operating
Costs per rentable square foot in the Building exceed Operating Costs per
rentable square foot for the calendar year 2001, or (ii) Taxes per rentable
square foot in the Building exceed Taxes per rentable square foot for fiscal
year July 1, 2000 - June 30, 2001, Tenant shall pay Landlord, as additional
rent, an amount equal to the product obtained by multiplying the number of
rentable square feet comprising the premises by such excess Operating Costs or
Taxes per rentable square foot. Notwithstanding the foregoing, if, during the
Operating Costs base year of 2001, or the Tax base year of July 1, 2000 - June
30, 2001, the Building is less than one hundred percent (100%) occupied or has
not been fully assessed for Tax purposes, then in


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either such event, the Operating Costs and/or Taxes base year, whichever is
applicable, shall be grossed up as if one hundred percent (100%) of the Building
had been occupied during the Operating Costs base year, or as if the Building
had been fully assessed for tax purposes during the Taxes base year.

              (c)    Landlord shall notify Tenant from time to time of the
amount which Landlord estimates will be the amount payable by Tenant in
accordance with paragraph (b) above, and Tenant shall pay such amounts to
Landlord in equal monthly installments, in advance, on the first day of each
month, simultaneously with payments of the rent reserved pursuant to Section 1
hereof. Within sixty (60) calendar days following the end of each annual period
of the term, Landlord shall submit to Tenant a statement showing the actual
amounts incurred by Landlord as set forth in paragraph (b), the amount
theretofore paid by Tenant, and the amount of the resulting balance due thereon,
or overpayment thereof, as the case may be. In the event any balance may be due
by Tenant, Tenant shall pay said balance within thirty (30) days from the date
of such statement. In the event Tenant has made any overpayment, such
overpayment shall be credited by Landlord against the next installment or
installments of rent which are due and payable hereunder, or if the term of this
Lease has expired, such overpayment shall be refunded by Landlord to Tenant,
without interest, within thirty (30) days after the date of such statement. Each
such statement submitted by Landlord shall be final and conclusive between the
parties hereto as to the matters therein set forth, if no objection is raised
with respect thereto within ninety (90) days after submission of each such
statement.

              (d)    If Tenant notifies Landlord in writing of an objection to
any such annual statement within one hundred twenty (120) days after the date of
submission thereof, Tenant shall have the right, upon five (5) days' prior
written notice to Landlord, to examine Landlord's books and records with respect
to the Operating Costs or Taxes statement to which objection was made. In
addition, Tenant shall have the right to review the


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prior year's books and records of Landlord for comparison purposes only, but
Tenant shall not have the right to object to the prior year's statement unless
Tenant had filed a timely objection thereto within one hundred twenty (120) days
following Landlord's submission of such prior year's statement. In addition,
Tenant shall receive the benefit of any refund due to any error discovered and
shall be reimbursed for the reasonable costs of such audit (not to exceed One
Thousand Five Hundred Dollars ($1,500.00)) if the error exceeds 10% or more of
the Operating Costs charged to Tenant for the period examined. Such examination
shall take place at Landlord's principal business office within the Baltimore,
Maryland Metropolitan Area during Landlord's usual business hours.

              (e)    To the extent there is an abatement of or credit against
Taxes, resulting from or related to Tenant's occupancy of the premises, Tenant
shall receive 100% of the benefit of such abatement or credit. Any such tax
abatement or credit shall apply to the next installments of Rent payable by
Tenant hereunder until the entire tax credit or abated amount is exhausted.

       7.     INCREASE IN LANDLORD'S INSURANCE RATES. Tenant will not do, or
suffer to be done, anything in or about the premises, or keep or suffer to be
kept, anything in or about the premises which will contravene or affect any
policy of insurance against loss by fire or other hazards, including, but not
limited to, public liability, now existing or which the Landlord may hereafter
place thereon, or which will prevent the Landlord from procuring such policies
in companies acceptable to Landlord at standard rates.

       8.     INSURANCE - INDEMNITY.

              (a)    Tenant covenants and agrees that from and after the date of
delivery of the premises from Landlord to Tenant, Tenant will carry and
maintain, at its sole cost and expense and in the amounts specified and in the
form hereinafter provided, the following types of insurance:

                     (i)    Commercial General Liability. Commercial


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       General Liability Insurance covering the premises and Tenant's use
       thereof against claims for bodily injury or death and property damage
       occurring upon, in or about the premises, such insurance to afford
       protection to the limit of not less than $2,000,000 arising out of any
       one occurrence. The insurance coverage required under this Section
       8(a)(i) shall, in addition, extend to any liability of Tenant arising out
       of Tenant's indemnities hereinafter provided, as well as Independent
       Contractors' Liability, Products/Completed Operations Liability, Personal
       Injury Liability and Contractual Liability. If such insurance contains an
       annual aggregate limit, the annual aggregate limit may not be diminished
       by claims occurring at locations other than the premises.

                     (ii)   Tenant's Personal Property. Landlord has no
       insurable interest in Tenant's trade fixtures and personal property and,
       therefore, Tenant shall only be responsible for maintenance of any and
       all casualty insurance protection for such personalty.

                     (iii)  Worker's Compensation. Worker's Compensation
       insurance covering Tenant's employees for statutory benefits payable in
       the state in which the premises are located and including employer's
       liability insurance with limits of not less than One Hundred Thousand
       Dollars ($100,000.00) per accident, Five Hundred Thousand Dollars
       ($500,000.00) per employee for disease, and One Hundred Thousand Dollars
       ($100,000.00) as a policy limit for disease.

              (b)    All policies of insurance to be provided by Tenant shall be
issued in form reasonably acceptable to Landlord by insurance companies with
general policyholder's rating of not less than A:XI as rated in the most current
available "Best's" Insurance Reports, and qualified to do business in the state
in which the premises are located. Other than Worker's Compensation and
insurance on Tenant's personalty, each such policy shall name Landlord as an
additional insured and Tenant as the insured, as


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their respective interests may appear. Executed copies of each such policy of
insurance or a certificate evidencing such coverage shall be delivered to
Landlord within ten (10) days after the earlier of the commencement of the Lease
term or the delivery of possession of the premises to Tenant and thereafter at
least fifteen (15) days prior to the expiration of each such policy. As often as
any such policy shall expire or terminate, renewal or additional policies shall
be procured and maintained by Tenant in like manner and to like extent. All such
policies of insurance shall contain a provision that the company writing said
policy will give to Landlord at least fifteen (15) days' notice in writing in
advance of any cancellations, or lapse, or the effective date of any reduction
in the amounts of insurance. In the event Tenant shall fail to promptly furnish
any insurance herein required, within ten (10) days after written notice from
Landlord, Landlord may effect the same and Tenant shall promptly reimburse
Landlord upon demand, as additional rent, the premium so paid by Landlord. If,
upon Tenant's failure, rather than purchase separate insurance coverage,
Landlord chooses to include Tenant's coverage under Landlord's insurance
policies, then Tenant shall promptly reimburse Landlord upon demand, as
additional rent, the increase in Landlord's premium resulting therefrom. All
such public liability, property damage and other casualty policies shall be
written as primary policies which do not contribute to and are not in excess of
coverage which Landlord may carry. Any insurance provided for may be affected by
a policy or policies of blanket insurance, covering additional items or
locations; provided, however, that (i) Landlord shall be named as an additional
insured thereunder, as its interests may appear; (ii) the coverage afforded
Landlord will not be reduced or diminished by reason of the use of such blanket
policy of insurance; and (iii) the requirements set forth herein are otherwise
satisfied. The parties release each other and their respective authorized
representatives from any claims for damage to any person or to the Building or
the Premises or to the personal property of


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either party that are caused by or result from risks (i) insured against under
any all risk or fire insurance policies carried by either of the parties; or
(ii) that could be insured against by either party, including, but not limited
to, insurance covering Tenant's personal property whether or not Tenant carries
such insurance. Each party to the extent possible shall obtain, for each policy
of insurance, provisions permitting waiver of any claims against the other party
for loss or damage within the scope of the insurance. To the extent permitted by
such policies, each party, for itself and its insurer, waives all such insured
claims against the other party..

              (c)    Tenant shall, and does hereby, indemnify and hold harmless
Landlord, from and against any and all liabilities, fines, claims, damages and
actions, costs and expenses of any kind or nature (including reasonable
attorneys' fees) and of anyone whatsoever (i) arising from the negligent act or
omission of Tenant, its agents, servants or employees; (ii) due to or arising
out of any mechanic's lien filed against the premises, the Building, or any part
thereof, for labor performed or for materials furnished to Tenant, or (iii) due
to or arising out of any breach, violation or nonperformance of any covenant,
condition or agreement in this Lease set forth and contained on the part of
Tenant to be fulfilled, kept, observed or performed, unless such damage or
injury shall be occasioned by the negligence or willful act or omission of the
Landlord, in which event, Landlord shall indemnify and hold harmless Tenant to
the extent of such negligence or willful act or omission, including reasonable
attorney's fees. Notwithstanding the foregoing, the parties hereto shall at all
times remain liable for, and indemnify and hold harmless the other party
against, any damage or injury arising from perils against which the indemnifying
party is required by this Lease to insure, regardless of the negligence or
willful acts or omissions of others.

              (d)    Throughout the term of this Lease, Landlord shall maintain:
(1) comprehensive general liability insurance covering


                                       16
<PAGE>   17


the Building with a combined single limit for bodily injury and property damage
of not less than $2,000,000, and (2) casualty insurance covering the Building
and all Landlord's machinery, equipment and other personal property used in
connection with the Building (but not the personal property of Tenant or any
other tenant of the Building) insuring against the perils covered by fire and
extended coverage insurance, in an amount not less than the then current
replacement value of the Building.

              (e)    Except for claims arising from the negligence of Tenant,
its agents, servants, invitees or employees, Landlord covenants to defend,
indemnify, and save Tenant harmless from any and all claims for liability
arising from the negligent act or omission of Landlord, its agents, servants or
employees, with respect to any construction, repairs, or other work or activity
done or performed by Landlord, its agents, servants, or employees in, or about
the Premises before or during the Term, including all of Tenant's costs,
expenses and reasonable counsel fees in connection with any such claim. This
indemnification by Landlord shall survive the termination or expiration of this
Lease.

       9.     ALTERATIONS. Tenant shall not make any alterations to the
premises, or any part thereof, without the prior written consent of Landlord in
each instance first had and obtained, which consent shall not be unreasonably
withheld, conditioned or delayed so long as the proposed alteration is not
structural in nature. If Tenant shall desire to make such alterations, plans for
the same shall first be submitted to and approved by Landlord, and all work and
installations shall be performed by Tenant at its own expense in accordance with
approved plans. Tenant agrees that all such work shall be done in a good and
workmanlike manner, that the structural integrity of the Building shall not be
impaired, and that no liens shall attach to the premises by reason thereof.
Tenant agrees to obtain, at Tenant's expense, all permits required for such
alterations.

       10.    OWNERSHIP OF ALTERATIONS. Unless Landlord shall elect that all or
part of any alteration made by Tenant to the premises


                                       17
<PAGE>   18


(including any alteration consented to by Landlord pursuant to paragraph 9
hereof) shall remain on the premises after the termination of this Lease, the
premises shall be restored to their original condition by Tenant before the
expiration of this Lease at Tenant's sole expense. Tenant shall not, however,
have any responsibility to remove any improvements constructed by Landlord as
part of the original fit out of the premises for Tenant. Notwithstanding
anything herein to the contrary, Landlord shall advise Tenant if Tenant so
requests, at the time Landlord approves any alterations to be made by Tenant
("Approved Alterations") whether or not Tenant will be required to remove such
Approved Alterations at the expiration of lease term or any earlier termination
thereof. Any alterations, improvements, betterments or mechanical equipment,
including but not limited to, heating and air conditioning systems, but
excluding trade fixtures and other personalty of Tenant used in the operation of
Tenant's business, shall become the property of Landlord as soon as they are
affixed to the premises, and all right, title and interest thereof of Tenant
shall immediately cease, unless otherwise agreed to in writing by Landlord.
Tenant shall promptly pay any franchise, minor privilege or other tax or
assessment resulting directly or indirectly from any alterations or improvements
made by Tenant to the premises subsequent to the initial improvements
constructed by Landlord. Tenant shall repair promptly, at its own expense, any
damage to the premises or Building caused by Tenant or its agents or contractors
bringing into the premises any property for Tenant's use, or by the installation
or removal of such property, regardless of fault or by whom such damage shall be
caused.

       11.    REPAIRS AND MAINTENANCE.

              (a)    Throughout the lease term or any extension thereof,
Landlord shall maintain the Building and the real property upon which it is
located in substantially the same condition as other comparable Class A office
buildings in the Columbia, Maryland Metropolitan Area. Landlord shall make such
repairs as are necessary for the safety or preservation of the


                                       18
<PAGE>   19


Building or as required by local or state laws or regulations. Landlord agrees
to make all necessary repairs to keep the premises and appurtenances thereto in
reasonably good order and condition. Except as expressly provided in this Lease
and in Exhibit B, Landlord shall be under no liability, nor have any obligation
to do any work or make any other repairs in or to the premises, and any work
which may be necessary to outfit the premises for Tenant's occupancy or for the
operation of Tenant's business therein which is not identified on Exhibit B is
the sole responsibility of Tenant and shall be performed by Tenant at its own
cost and expense.

              (b)    Tenant shall, except for services furnished by Landlord
pursuant to Section 3 hereof and for other obligations of Landlord under this
Lease, take good care of the Premises, fixtures and appurtenances, and shall
suffer no waste or injury to the Premises.

              (c)    Except as set forth in paragraph 8(b) hereof, Tenant shall
be responsible for all repairs and alterations in and to the premises and
Building and the facilities and systems thereof, the need for which arises out
of (i) Tenant's negligent use or occupancy of the premises (except for repairs
or alterations required to be made by Landlord pursuant to this Lease); (ii) the
installation or removal of Tenant's property in the premises; (iii) the moving
of Tenant's property into or out of the Building; or (iv) any act, omission,
misuse or negligence of Tenant, its agents, contractors, employees or invitees.

              (d)    If Tenant fails to maintain the premises in accordance with
paragraphs (b) and (c) of this Section 11, Landlord may give Tenant notice to do
such acts as are reasonably required to so maintain the premises. If Tenant
fails to promptly commence such work within fifteen days after written notice
from Landlord and diligently prosecute it to completion, then Landlord shall
have the right to do such acts and expend such funds at the expense of Tenant as
are reasonably required to perform such work. Any amount so expended by Landlord
shall be paid by Tenant


                                       19
<PAGE>   20


promptly after demand, with interest from the date of such work, at a rate equal
to four percentage (4%) points above the prime commercial rate of interest then
being charged by Allfirst Bank. Except for Landlord's negligence or willful
acts, Landlord shall have no liability to Tenant for any damage, inconvenience,
or interference with the use of the premises by Tenant as a result of performing
any such work.

              (e)    Tenant shall not place a load upon any floor of the
premises which exceeds the load per square foot which such floor was designed to
carry, as determined by Landlord's structural engineer. Landlord reserves the
right to consult with its structural engineer if necessary, in Landlord's
reasonable opinion, to resolve any questions concerning this matter, in which
event the determination of the engineer shall be conclusive. Tenant shall not
install business machines or mechanical equipment which cause noise or vibration
to such a degree as to interfere with other Building tenants. Landlord hereby
confirms that the installation or usage of Tenant's personalty, as listed on
Exhibit E, does not violate the load restrictions provisions hereof.

              (f)    Except as otherwise expressly provided in this Lease,
Landlord shall have no liability to Tenant nor shall Tenant's obligations under
this Lease be reduced or abated in any manner whatsoever by reason of any
inconvenience, annoyance, interruption or injury to business arising from
Landlord's making any repairs or changes which Landlord is required or permitted
by this Lease or by any other tenant's lease or required by law to make in or to
any portion of the Building or the premises. Landlord shall, nevertheless, use
reasonable efforts to minimize any interference with Tenant's business in the
premises.

              (g)    Tenant shall give Landlord prompt notice of any damage to
or defective condition in any part or appurtenance of the Building's mechanical,
electrical, plumbing, HVAC or other systems serving, located in, or passing
through the premises, but Tenant assumes no liability for its failure to provide
such notice.


                                       20
<PAGE>   21


              (h)    Upon the expiration or earlier termination of this Lease,
Tenant shall return the premises to Landlord clean and in the same condition as
on the date Tenant took possession, except for normal wear and tear and damage
by casualty. Any damage to the premises, including any structural damage,
resulting from Tenant's use or from the removal of Tenant's fixtures,
furnishings and equipment shall be repaired by Tenant at Tenant's expense.
Landlord shall bill Tenant, as promptly as is practicable, for the costs of any
cleanup and/or repairs to the premises necessitated by Tenant's use and
occupancy thereof (normal wear and tear and damage by casualty excepted) and
such costs shall constitute additional rental due and payable hereunder
notwithstanding any expiration or termination of this Lease.

       12.    DEFAULT.

              (a)    Any of the following events shall constitute a default by
Tenant:

                     (i)    If the rent (basic or additional) shall be in
       arrears, in whole or in part for more than five (5) days after written
       notice from Landlord; or

                     (ii)   If Tenant shall have failed to perform or comply
       with any other term, condition, or covenant of this Lease on its part to
       be performed or complied with, for a period of fifteen (15) days after
       notice of such failure from Landlord; except that in the event Tenant is
       unable to complete the cure within the fifteen (15) day period, the cure
       period shall be extended if Tenant has commenced the cure within said
       fifteen (15) days and is diligently pursuing the cure; or

                     (iii)  If there shall occur an Act of Bankruptcy, as
       defined in Section 38 hereof; or

                     (iv)   If Tenant's leasehold interest under this Lease is
       sold under execution, attachment or decree of court to satisfy any debt
       of Tenant, or if any lien (including a mechanic's lien) is filed against
       Tenant's leasehold interest and is not discharged or bonded off within
       thirty (30) days


                                       21
<PAGE>   22


       thereafter.

              (b)    In the event of default as defined in paragraph (a) hereof,
Landlord, in addition to any and all legal and equitable remedies it may have,
shall have the following remedies:

                     (i)    To distrain for any rent, or additional rent, in
default, provided that such distraint shall be subordinate to any prior lien of
Tenant's lender or supplier; or

                     (ii)   At any time after default, without notice, to
       declare this Lease terminated and enter the premises with or without
       legal process; and in such event Landlord shall have the benefit of all
       provisions of law now or hereafter in force respecting the speedy
       recovery of possession from Tenant's holding over or proceedings in
       forcible entry and detainer, and Tenant waives any and all provisions for
       notice under such laws.

              Notwithstanding such re-entry and/or termination, Tenant shall
immediately be liable to Landlord for the sum of the following: (a) all rent and
additional rent then in arrears, without apportionment to the termination date;
(b) all other liabilities of Tenant and damages sustained by Landlord as a
result of Tenant's default, including, but not limited to, the reasonable costs
of reletting the premises and any broker's commissions payable as a result
thereof; (c) all of Landlord's costs and expenses (including reasonable counsel
fees) in connection with such default and recovery of possession; (d) the
difference between the rent reserved under this Lease for the balance of the
term and the fair rental value of the premises for the balance of the term to be
determined as of the date of re-entry; or at Landlord's option in lieu thereof,
Tenant shall pay the amount of the rent and additional rent reserved under this
Lease at the times herein stipulated for payment of rent and additional rent for
the balance of the term, less any amount received by Landlord during such period
from others to whom the premises may be rented on such terms and conditions and
at such rentals as Landlord, in its reasonable discretion, shall deem


                                       22
<PAGE>   23


proper; and (e) any other damages recoverable by law. In the event Landlord
brings any action against Tenant to enforce compliance by Tenant with any
covenant or condition of this Lease, including the covenant to pay rent, and it
is judicially determined that Tenant has defaulted in performing or complying
with any such covenant or condition, then and in such event, Tenant shall pay to
Landlord all costs and expenses incurred by Landlord in bringing and prosecuting
such action against Tenant, including Landlord's reasonable attorney's fees.
Landlord shall use commercially reasonable efforts to mitigate any damage
resulting from a default by Tenant under this Lease.

              (c)    In the event Tenant fails to pay Landlord any rental
payment or other charge due hereunder within five (5) days from the date on
which any such payment was due, Landlord may, at its option, charge Tenant a
late charge equal to five percent (5%) of the rental payment or other such
charge, which late charge shall be collectible as additional rent and shall be
payable by Tenant to Landlord within five (5) days after written notice from
Landlord to Tenant assessing the same. Notwithstanding the foregoing, Landlord
hereby agrees to waive the late fee for the first instance of delinquency during
the Lease term, including any renewal thereof.

       13.    DAMAGE OR DESTRUCTION.

              (a)    If, during the Lease term, the premises are damaged by fire
or other casualty (the "Listed Causes"), but not to the extent that Tenant is
prevented from carrying on business in the premises, Landlord shall promptly
cause such damage to be repaired, including Landlord's initial fit-up as set
forth in Exhibit B and any alterations or improvements to the premises which
were approved by Landlord pursuant to Section 10 hereof and became the property
of Landlord as therein set forth; if such damage renders a substantial portion
of the premises untenantable (i.e. 25% or more of the premises), the rent
reserved hereunder shall be reduced during the period of its untenantability
proportionately to the amount by which the area so rendered


                                       23
<PAGE>   24


untenantable bears to the entire gross rentable area of the premises, and such
reduction shall be apportioned from the date of the casualty to the date when
the premises are rendered fully tenantable. Notwithstanding the foregoing, if
Tenant cannot reasonably use the undamaged portion of the premises for the
operation of its business, Tenant shall be entitled to a full abatement of all
Rent, basic and additional, during the period from the date of casualty to the
date the premises has been substantially restored and is again capable of being
used for Tenant's purposes. Notwithstanding anything contained herein to the
contrary, in the event such fire or other casualty damages or destroys any of
Tenant's trade fixtures or personalty, Tenant shall cause the same to be
repaired or restored at Tenant's sole cost and expense and Landlord shall have
no liability for the restoration or repair thereof.

              (b)    If, during the Lease term, more than 25% of the premises or
a substantial portion of the Building are rendered wholly untenantable as the
result of any of the Listed Causes, Landlord shall have the option either to
restore the premises to their condition immediately prior to the casualty or to
terminate this Lease, such option shall be exercised by Landlord by written
notice to Tenant within thirty (30) days after the fire, accident or casualty.
In the event of such termination, the rent reserved hereunder shall be adjusted
as of the date of the fire, accident or casualty. If Landlord elects to restore
the premises, such restoration shall be completed as promptly as reasonably
possible and the rent reserved hereunder shall abate until the premises are
again rendered tenantable.

              (c)    Notwithstanding the provisions of Section 13 (a) and (b)
above, if the premises are destroyed or damaged by any of the Listed Causes to
such an extent that Tenant is prevented from carrying on the normal operation of
its business ("Major Casualty") and Landlord is unable to either (i) remedy the
problem by providing substitute space within the project substantially equal to
the premises as it existed prior to the damage or


                                       24
<PAGE>   25


destruction, or (ii) Landlord does not restore the premises to substantially the
condition existing within one hundred eighty (180) days from the date of the
damage or destruction, then Tenant shall each have the option to terminate the
Lease by written notice to Landlord given after the expiration of such one
hundred eighty (180) day period, so long as such notice is given prior to
Landlord's substantial restoration of the premises. Notwithstanding the
foregoing, in the event of such a Major Casualty, Landlord shall provide Tenant,
within thirty (30) days of the date of such Major Casualty its anticipated
schedule for restoring the premises. In the event such schedule reflects that
the premises cannot reasonably be restored within one hundred eighty (180) days
of the date of the Major Casualty and Landlord is unable to supply substantially
equal substitute space as set forth above, Tenant shall have the right to
terminate the Lease by so notifying Landlord, in writing, within fifteen (15)
days of Tenant's receipt of Landlord's notice and restoration schedule. In the
event Tenant does not exercise its option to terminate as provided herein (and
in the further event that Landlord does not exercise its right to terminate the
Lease in accordance with paragraph (b) of this Section 13), Landlord shall
diligently pursue restoration of the premises and this Lease shall remain in
full force and effect but with rent and additional rent abating during the
period of restoration.

       14.    POSSESSION.

              (a)    In case this Lease provides for a specifically designated
commencement date, and if possession of the premises, in whole or in part,
cannot be given to Tenant on or before such commencement date, Landlord agrees
to abate the rent proportionately until possession is given to Tenant, and
Tenant agrees to accept such pro rata abatement as liquidated damages for the
failure to obtain possession on the commencement date herein specified. The
parties hereto covenant and agree that if the term of this Lease commences on a
date other than the date herein specified, they will, upon the request of either
of them, execute


                                       25
<PAGE>   26


an agreement in recordable form setting forth the new commencement and
termination dates of the Lease term. Tenant covenants and agrees that, except as
hereinafter set forth, Landlord shall incur no liability for failure to deliver
possession of the premises to Tenant on the date herein specified.

              (b)    Notwithstanding any of the foregoing provisions of this
Section 14, if Landlord does not substantially complete Landlord's Work as set
forth in Exhibit B by August 1, 2000, Tenant shall receive a rent credit of two
(2) days of free base rent for every day after August 1, 2000 until Landlord's
Work is substantially completed. The foregoing rent credit shall be in addition
to the two (2) months free base rent set forth in Section 1 hereof. Further, in
the event Landlord's Work is not substantially completed by October 31, 2000,
Tenant shall have the right to terminate this Lease by written notice thereof to
Landlord given after October 31, 2000, so long as such notice is given prior to
substantial completion of Landlord's Work. The remedies provided Tenant herein
shall be the sole remedies for Landlord's failure or delay in completion of
Landlord's Work, and Landlord shall not be liable in damages for such failure or
delay except to the extent herein provided.

       15.    EXTERIOR OF PREMISES - SIGNS.

              (a)    Tenant covenants and agrees that, except as hereinafter set
forth, it will not place or permit any window display, sign, billboard, marquee,
lights, awning, poles, placard, advertising matter, or other thing of any kind,
in or about the exterior of the premises or the Building (including without
limitation any displays on or in any motor vehicles used by Tenant, its
employees, agents and servants), nor paint or make any change in, to or on the
exterior of said premises to change the uniform architecture, paint or
appearance of the Building, without in each such instance obtaining the prior
written consent of Landlord and, if applicable, of any owners' association or
similar entity which may govern the use of Columbia Corporate Park. In the event
such consent is given, Tenant agrees to pay any minor


                                       26
<PAGE>   27


privilege or other tax arising as a result of any such installation immediately
when due. Tenant shall obtain, at Tenant's expense, all permits required for
such installation. Tenant further agrees to maintain any sign, billboard,
marquee, awning, decoration, placard, or advertising matter or other thing of
any kind as may be approved by Landlord in good condition and repair at all
times.

              (b)    Tenant further covenants and agrees that, except as
hereinafter set forth, not to pile or place anything on the sidewalk, parking
lot or other exterior portion of the premises or Building in the front, rear or
sides of the building, nor block any sidewalk, parking lot or other exterior
portion of the premises or Building, nor do anything that directly or indirectly
will interfere with any of the rights of ingress or egress or of light from any
other tenant, nor do anything which will, in any way, change the uniform and
general design of the Building or the Property.

              (c)    Tenant shall have the exclusive right to place a sign on
the exterior of the Building. Before erecting said sign, Tenant shall deliver a
sign plan to Landlord, for Landlord's approval, which approval shall not be
unreasonably withheld, showing the exact location, size, color and style of the
sign. In addition, Tenant shall have the non-exclusive right to signage on any
exterior building monument or other signage which Landlord elects to construct,
such signage to also be subject to Landlord's prior written approval. The cost
of all signage, which Tenant is permitted to install pursuant to this
subparagraph, shall be paid by Tenant, and Tenant shall comply with all Laws in
connection therewith.

       16.    EXPANSION BY TENANT. Landlord hereby grants Tenant the right of
first offer to lease space in the Building as such space becomes available
("Expansion Space") under the following terms and conditions: If such Expansion
Space is available for lease, Landlord shall give Tenant notice of availability
("Landlord's Notice") offering to lease Tenant the Expansion Space


                                       27
<PAGE>   28


under the same terms and conditions set forth herein except that the base rental
shall be at the then current market rate being leased by Landlord for other
comparable space within Columbia Corporate Park, and the term of the Lease for
the Expansion Space shall be coterminous with the term of this Lease. If Tenant
elects to lease the Expansion Space, Tenant shall give Landlord written notice
thereof within fifteen (15) days after Landlord's Notice; if Tenant does not
give Landlord such notice within fifteen (15) days after Landlord's Notice,
Landlord shall be free to lease the Expansion Space to any third party under
such terms and conditions and at such rentals as Landlord and the third party
may agree. Notwithstanding any of the foregoing provisions hereof, Tenant's
right of first offer with respect to Expansion Space shall only be applicable
if, at the time the Expansion Space becomes available for lease, the term of
this Lease (including any renewal term or terms previously exercised by Tenant)
has at least three (3) years remaining.

       17.    FOR RENT/SALE SIGNS. Landlord shall have the right to place a "For
Rent" sign on any portion of said premises for six (6) months prior to
termination of this Lease and to place a "For Sale" sign thereon at any time.
During such six-month period, Landlord, upon prior notice to Tenant, may show
the premises and all parts thereof to prospective tenants between the hours of
9:00 A.M. and 5:00 P.M. on any day except Saturday, Sunday or any legal holiday
on which Tenant shall not be open for business, provided such access does not
unreasonably interfere with Tenant's normal business operations within the
premises.

       18.    WATER AND OTHER DAMAGE. Landlord shall not be liable for, and
Landlord is hereby released and relieved from, all claims and demands of any
kind by reason of or resulting from damage or injury to person or property of
Tenant or any other party, directly or indirectly caused by (a) dampness, water,
rain or snow, in any part of the premises or in any part of any other property
of Landlord or of others, and/or (b) falling plaster, steam, gas, electricity,
or any leak or break in any part of the


                                       28
<PAGE>   29


premises or from any pipes, appliances or plumbing or from sewers or the street
or subsurface or from any other place or any part of any other property of
Landlord or of others or in the pipes of the plumbing or heating facilities
thereof, no matter how caused, unless caused by Landlord's negligence or willful
misconduct.

       19.    RIGHT OF ENTRY. Landlord and its agents, servants, employees,
including any builder or contractor employed by Landlord, shall have the
absolute and unconditional right, license and permission, at any and all
reasonable times upon reasonable advance notice (except in the case of an
emergency), to enter and inspect the premises or any part thereof, and at the
option of Landlord, to make such reasonable repairs and/or changes in the
premises as Landlord may deem necessary or proper and/or to enforce and carry
out any provision of this Lease, provided such entry does not unreasonably
interfere with Tenant's normal business operations in the premises.

       20.    TERMINATION OF TERM. It is agreed that the term of this Lease
shall expire and terminate at the end of the original term hereof (or at the
expiration of the last renewal term, if this Lease contains a renewal option and
the same is properly exercised), without the necessity of any notice by or to
any of the parties hereto, unless otherwise provided herein. If Tenant shall
occupy the premises after such expiration or termination, it is understood that
Tenant shall hold the premises as a tenant from month-to-month, subject to all
the other terms and conditions of this Lease, at an amount equal to one hundred
fifty percent (150%) times the then current monthly rental installment reserved
in this Lease. Landlord shall, upon such expiration or termination of this
Lease, be entitled to the benefit of all public general or local laws relating
to the speedy recovery of possession of lands and tenements held over by Tenants
that may be now in force or may hereafter be enacted.

       21.    CONDEMNATION.

              (a)    If, during the term of this Lease, all or a substantial
part of the premises shall be taken by police power or


                                       29
<PAGE>   30


under power of eminent domain, this Lease shall terminate as of, and the rent
(basic and additional) shall be apportioned to and abate from and after, the
date of taking. Tenant shall have no right to participate in any award or
damages for such taking and hereby assigns all of its right, title and interest
therein to Landlord. For the purposes of this paragraph, "a substantial part of
the premises" shall mean such part that the remainder thereof is rendered
inadequate for Tenant's business and that such remainder cannot practicably be
repaired and improved so as to be rendered adequate to permit Tenant to carry on
its business with substantially the same efficiency as before the taking.

              (b)    If, during the Lease term, less than a substantial part of
the premises (as hereinabove defined) is taken by police power or under power of
eminent domain, this Lease shall remain in full force and effect according to
its terms; and Tenant shall not have the right to participate in any award or
damages for such taking and Tenant hereby assigns all of its right, title and
interest in and to the award to Landlord. In such event Landlord shall, at its
expense, promptly make such repairs and improvements as shall be necessary to
make the remainder of the premises adequate to permit Tenant to carry on its
business to substantially the same extent and with substantially the same
efficiency as before the taking; provided that in no event shall Landlord be
required to expend an amount in excess of the award received by Landlord for
such taking. If, as a result of such taking, any part of the premises is
rendered permanently unusable, the basic annual rent reserved hereunder shall be
reduced in such amount as may be fair and reasonable, which amount shall not
exceed the proportion which the area so taken or made unusable bears to the
total area which was usable by Tenant prior to the taking. If the taking does
not render any part of the premises unusable, there shall be no abatement of
rent.

              (c)    For purposes of this section, "taking" shall include a
negotiated sale or lease and transfer of possession to a condemning authority
under bona fide threat of condemnation for


                                       30
<PAGE>   31


public use, and Landlord alone shall have the right to negotiate with the
condemning authority and conduct and settle all litigation connected with the
condemnation. As hereinabove used, the words "award or damages" shall, in the
event of such sale or settlement, include the purchase or settlement price.

              (d)    Nothing herein shall be deemed to prevent Tenant from
claiming and receiving from the condemning authority, if legally payable,
compensation for the taking of Tenant's own tangible property and such amount as
may be payable by statute or ordinance toward Tenant's damages for Tenant's loss
of business, removal and relocation expenses.

       22.    SUBORDINATION. Landlord represents and warrants that the only
mortgage or deed of trust lien now encumbering the Building and premises is a
Deed of Trust for the benefit of Allfirst Bank (the "Bank"). Pursuant to the
provisions of Section 37 below, Landlord shall use best efforts to obtain a
Subordination, Attornment and Non-Disturbance Agreement from the Bank in the
form attached hereto as Exhibit D (the "Non-Disturbance Agreement"). Provided
the Non-Disturbance Agreement is obtained, and further provided any future
mortgagee or holder of a deed of trust enters into a similar Non-Disturbance
Agreement with Tenant, this Lease shall be subject to and subordinate at all
times to the lien of any such mortgage and/or deed of trust now or hereafter to
be made, unless the mortgagee or holder of the deed of trust elects to have
Tenant's interest hereunder superior to the interest of the mortgagee or holder
of such deed of trust. The Tenant agrees to execute any such Non-Disturbance
Agreements, subsequent to the execution of this Lease, which are required to
effect such subordination. Tenant further hereby constitutes and appoints
Landlord as Tenant's attorney-in-fact to execute any such instrument for and on
behalf of Tenant.

       23.    RIGHT TO PERFORM COVENANTS. If either party shall fail to perform
any covenant or duty required of it by this Lease or by law and such failure is
not cured within thirty (30) days following written notice of default from
either party to the other


                                       31
<PAGE>   32


(provided that if such failure cannot reasonably be fully cured within such
thirty (30) day period, then the time for cure shall be extended so long as the
defaulting party commences the cure within such thirty (30) day period and
continues diligently thereafter until the default is fully cured), then the
non-defaulting party shall have the right (but not the obligation) to perform
the same, and, in the event of a default by Tenant, if necessary the right of
Landlord to enter the premises for such purposes without notice. The reasonable
cost thereof to the non-defaulting party shall be deemed payable by the
defaulting party upon demand.

       24.    ATTORNMENT.

              (a)    If Landlord assigns this Lease or the rents hereunder to a
creditor as security for a debt, Tenant shall, after notice of such assignment
and upon demand by Landlord or the assignee, pay all sums thereafter becoming
due to Landlord hereunder either to Landlord or to such assignee, as required by
such notice. Tenant shall also, upon receipt of such notice, have all policies
of insurance required hereunder endorsed so as to protect the assignee's
interest as it may appear and shall deliver such policies, or certificates
thereof, to the assignee.

              (b)    In the event the premises are sold at any foreclosure sale
or sales, by virtue of any judicial proceedings or otherwise, this Lease shall
continue in full force and effect and Tenant agrees, upon request, to attorn to
and acknowledge the foreclosure purchaser or purchasers at such sale as the
landlord hereunder, subject to the Non-Disturbance Agreement and such assignee's
assumption of all of Landlord's obligations hereunder arising or accruing
subsequent to the date of ratification of the sale. Notwithstanding any such
sale of Landlord's interest under this Lease, Landlord shall remain liable for
all obligations of Landlord arising or accruing prior to the ratification of
such sale.

       25.    NON-WAIVER OF FUTURE ENFORCEMENT. The receipt of rent by Landlord,
with knowledge of any breach of this Lease by Tenant


                                       32
<PAGE>   33


or of any default on the part of Tenant in the observance or performance of any
of the conditions or covenants of this Lease, shall not be deemed to be a waiver
of any provision of this Lease, including the provision breached. No failure on
the part of Landlord or of the Tenant to enforce any covenant or provision
herein contained nor any waiver of any right hereunder by Landlord or Tenant
shall discharge or invalidate such covenant or provision or shall affect the
right of Landlord or Tenant to enforce the same in the event of any subsequent
default. The receipt by Landlord of any rent or any sum of money or any other
consideration hereunder paid by Tenant after the termination, in any manner, of
the term herein demised, or after the giving by Landlord of any notice hereunder
to effect such termination, shall not reinstate, continue or extend the term
herein demised, or destroy, or in any manner impair the efficacy of any such
notice of termination as may have been given hereunder by Landlord to Tenant
prior to the receipt of any such sum of money or other consideration, unless so
agreed to in writing and signed by Landlord. Neither acceptance of the keys nor
any other act or thing done by Landlord or any agent or employee during the term
herein demised shall be deemed to be an acceptance of a surrender of the
premises, excepting only an agreement in writing signed by Landlord accepting or
agreeing to accept such surrender.

       26.    PERSONAL PROPERTY TAXES. Tenant shall be responsible for and shall
pay any taxes or assessments levied or assessed during the term of this Lease
against personal property or trade fixtures of Tenant of any kind, owned by
Tenant or placed in, upon or about the premises by Tenant.

       27.    RECORDATION OF LEASE. Each party agrees that it will, upon the
other party's request, execute a Memorandum of this Lease in a form suitable for
recording under applicable Maryland law. The party recording such Memorandum of
Lease shall pay all costs of recordation, including any transfer or recordation
taxes thereon.

       28.    NOTICES. Any notice required by this Lease shall be


                                       33
<PAGE>   34


sent by certified mail or by a recognized overnight delivery service such as
Federal Express with a receipt by addressee to Landlord at Merritt, 2066 Lord
Baltimore Drive, Baltimore, Maryland 21244. Any notice required by this Lease
shall be sent in the same manner to Tenant at 5457 Twin Knolls Road, Columbia,
Maryland 21045 until such time as Tenant takes possession of the premises;
thereafter all such notices to Tenant shall be sent to the premises. Either
party may, at any time, and from time to time, designate in writing a substitute
address for that set forth above, and thereafter all notices to such party shall
be sent by certified mail to such substitute address.

       29.    WAIVER OF JURY TRIAL. THE LANDLORD AND THE TENANT WAIVE ALL RIGHTS
TO A TRIAL BY JURY IN ANY ACTION, COUNTERCLAIM, OR PROCEEDING BASED UPON, OR
RELATED TO, THE SUBJECT MATTER OF THIS LEASE. THIS WAIVER APPLIES TO ALL CLAIMS
AGAINST ALL PARTIES TO SUCH ACTIONS AND PROCEEDINGS, INCLUDING PARTIES WHO ARE
NOT PARTIES TO THIS LEASE. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND
VOLUNTARILY MADE BY THE TENANT AND THE TENANT ACKNOWLEDGES THAT NEITHER THE
LANDLORD, NOR ANY PERSON ACTING ON BEHALF OF THE LANDLORD, HAS MADE ANY
REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO
MODIFY OR NULLIFY ITS EFFECT. THE TENANT FURTHER ACKNOWLEDGES THAT IT HAS BEEN
REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF
THIS LEASE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL,
SELECTED OF ITS OWN FREE WILL, IN THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS
THIS WAIVER WITH COUNSEL. THE TENANT FURTHER ACKNOWLEDGES THAT IT HAS READ AND
UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION AND AS
EVIDENCE OF THIS FACT SIGNS ITS INITIALS.

                                          ---------------
                               (initials of party signing for tenant)

       30.    SEVERABILITY.

              (a)    It is agreed that, for the purpose of any suit brought or
based on this Lease, this Lease shall be construed to be a divisible contract,
to the end that successive actions may be


                                       34
<PAGE>   35


maintained thereon as successive periodic sums shall mature or be due hereunder,
and it is further agreed that failure to include in any suit or action any sum
or sums then matured or due shall not be a bar to the maintenance of any suit or
action for the recovery of said sum or sums so omitted; and Tenant agrees that
it will not, in any suit or suits brought or arising under this Lease for a
matured sum for which judgment has not previously been obtained or entered,
plead, rely on or interpose the defenses of res adjudicata, former recovery,
extinguishment, merger, election of remedies or other similar defense as a
default to said suit or suits.

              (b)    If any term, clause or provision of this Lease is declared
invalid by a court of competent jurisdiction, the validity of the remainder of
this Lease shall not be affected thereby but shall remain in full force and
effect.

       31.    NON-WAIVER. It is understood and agreed that nothing herein shall
be construed to be a waiver of any of the terms, covenants or conditions herein
contained, unless the same shall be in writing, signed by the party to be
charged with such waiver, and no waiver of the breach of any covenant herein
shall be construed as a waiver of such covenant or any subsequent breach
thereof. No mention in this Lease of any specific right or remedy shall preclude
Landlord from exercising any other right or from having any other remedy or from
maintaining any action to which it may be otherwise entitled either at law or in
equity.

       32.    SUCCESSORS AND ASSIGNS.

              (a)    Except as herein provided, this Lease and the covenants and
conditions herein contained shall inure to the benefit of and be binding upon
Landlord, its successors and assigns; shall be binding upon Tenant, its
successors and assigns (including without limitation any trustee in bankruptcy
or debtor-in-possession, and any assignee of the same); and shall inure to the
benefit of Tenant, its Permitted Assignees, and only such other assignees of
Tenant to whom an assignment by Tenant has been consented to in writing by
Landlord. In the event more than one


                                       35
<PAGE>   36


person, firm or corporation is named herein as Tenant, the liability of all
parties named herein as Tenant shall be joint and several.

              (b)    In the event Landlord's interest under this Lease is
transferred or assigned and written notice thereof is given to Tenant, Landlord
(or any subsequent assignee or transferee of Landlord's interest under this
Lease who gives such notice to Tenant) shall automatically be relieved and
released from and after the date of such transfer or conveyance from all
liability hereunder; provided the assignee assumes all of the Landlord's
obligations under the lease arising or accruing subsequent to such transfer or
conveyance. Further, the liability of Landlord, its successors and assigns,
under this Lease shall at all times be limited solely to Landlord's interest in
the land and improvements comprising the Building and in the event the owner of
Landlord's interest in this Lease is at any time an individual, partnership,
joint venture or unincorporated association, Tenant agrees that such individual
or the members or partners of such partnership, joint venture or unincorporated
association shall not be personally or individually liable or responsible for
the performance of any of Landlord's obligations hereunder.

       33.    SECURITY DEPOSIT.

              (a)    Simultaneously with the execution of this Lease, Tenant has
deposited with Landlord a Letter of Credit in the form attached hereto as
Exhibit C in the face amount of One Hundred Twenty-Three Thousand Eight Hundred
Seventy-Two Dollars Eighty-Five Cents ($123,872.85), as a security deposit for
the faithful performance of Tenant's obligations under this Lease. Tenant agrees
that Landlord shall have the right, but not the obligation, to draw upon such
Letter of Credit to cure or remedy any default by Tenant hereunder, including
default in the payment of rent, if any such default is not cured by Tenant
within any applicable grace or cure period set forth in this Lease. Said Letter
of Credit, if not sooner drawn upon, shall be returned to Tenant within thirty
(30) days after vacating of the premises by Tenant


                                       36
<PAGE>   37


and termination of this Lease (or upon termination of the last renewal term of
this Lease if this Lease contains a renewal option and Tenant properly exercises
said option), provided that Landlord shall nevertheless have the right to draw
upon the Letter of Credit for any damages sustained by Landlord if (i) Tenant is
then in default under any of the provisions of this Lease, (ii) there is damage
to the premises beyond ordinary wear and tear and the premises have not been
left in a clean condition and in good order with all debris, rubbish and trash
placed in proper containers, (iii) all keys to the premises have not been
returned to the Landlord, and (iv) Tenant's forwarding address has not been left
with Landlord. If Landlord draws upon the Letter of Credit and uses all, or any
portion, of the proceeds thereto to cure any default by Tenant under this Lease,
Tenant agrees to deposit with Landlord, within fifteen (15) days after
Landlord's written notice, a cash sum in sufficient amount, which when added to
any remaining proceeds from the Letter of Credit, will equal the full principal
sum of the security deposit. Landlord shall be entitled to commingle said
security deposit with its own funds, and Landlord shall not be required to pay
Tenant any interest thereon.

              (b)    In addition to the Letter of Credit set forth in Section
33(a) hereof, Tenant shall, within thirty (30) days from the date upon which
this Lease was executed, deliver to Landlord a Lease Bond ("Bond") in the form
attached hereto as Exhibit C-1, from a surety acceptable to Landlord, which Bond
shall be in the face amount of One Million Three Hundred Thousand Dollars
($1,300,000.00). Tenant's failure to deliver an approved form of Bond to
Landlord, within thirty (30) days from the date upon which this Lease was
executed, shall constitute a default by Tenant hereunder and, among other
things, shall entitle Landlord to forthwith draw upon the Letter of Credit
referred to in Section 33(a) above and/or take any other action permitted
pursuant to Section 12 of this Lease. If the surety under the Bond notifies
Landlord that the Bond will be cancelled, as set forth in Exhibit C-1 hereof,
and if Tenant does not procure an acceptable


                                       37
<PAGE>   38


replacement Bond in the same face amount, with a surety approved by Landlord,
within thirty (30) days following such notice of cancellation, Landlord shall
have the right to demand payment by the surety of the full face amount of the
Bond, which amount shall then be held by Landlord as an additional cash security
deposit under the same terms and conditions set forth in Section 33(a) hereof.

              (c)    If, during the first two (2) years of the Lease term,
Tenant has not been in default in the performance of any of Tenant's obligations
under this Lease, Tenant shall have the right to reduce the total security
deposit (Letter of Credit and Bond) to Two Hundred Forty-Seven Thousand Seven
Hundred Forty-Five Dollars Seventy Cents ($247,745.70).

              (d)    If Tenant has not been in default in the performance of any
of Tenant's obligations under this Lease during the entire first forty-two (42)
months of the Lease term, Tenant shall further have the right to reduce the
total security deposit (Bond or Letter of Credit) to One Hundred Twenty-Three
Thousand Eight Hundred Seventy-Two Dollars Eighty-Five Cents ($123,872.85).

              (e)    If, in any continuous twelve (12) month period during the
Lease term, Tenant maintains a net worth of One Hundred Million Dollars
($100,000,000.00) or more (as evidenced by a CPA certification to Landlord,
together with CPA prepared financial statements delivered to Landlord), Tenant's
total security deposit shall be reduced to One Hundred Twenty-Three Thousand
Eight Hundred Seventy-Two Dollars Eighty-Five Cents ($123,872.85).

              (f)    Tenant's total security deposit shall never be reduced
below One Hundred Twenty-Three Thousand Eight Hundred Seventy-Two Dollars
Eighty-Five Cents ($123,872.85).

       34.    NOTICES TO MORTGAGEE. Tenant agrees that a copy of any notice of
default from Tenant to Landlord shall also be sent to the holder of any mortgage
or deed of trust on the premises, provided Tenant has been given written notice
of the fact that such mortgage or deed of trust has been made and the name and
address of such mortgagee; and Tenant shall allow said mortgagee


                                       38
<PAGE>   39


or holder of the deed of trust a reasonable time, not to exceed sixty (60) days
from the receipt of said notice, to cure, or cause to be cured, any such
default.

       35.    ESTOPPEL CERTIFICATE. Each party shall, at any time and from time
to time during the term of this Lease or any renewal thereof, upon request of
the other party, execute, acknowledge, and deliver to the other party (or its
designee) a statement in writing, certifying that this Lease is unmodified and
in full force and effect if such is the fact (or if there have been any
modifications thereof, that the same is in full force as modified and stating
the modifications) and the dates to which the rents and other charges have been
paid in advance, if any. Any such statement delivered pursuant to this paragraph
may be relied upon by any prospective purchaser of the estate of Landlord or by
the mortgagee or any assignee of any mortgagee or the trustee or beneficiary of
any deed of trust constituting a lien on the premises or the Building or any
purchaser, investor or lender of Tenant.

       36.    BANKRUPTCY.

              (a)    An "Act of Bankruptcy" shall mean:

                     (i)    the application by Tenant or any guarantor of Tenant
       or its or their consent to the appointment of a receiver, trustee or
       liquidator of Tenant or any guarantor of Tenant or a substantial part of
       its or their assets;

                     (ii)   the filing of a voluntary petition in bankruptcy or
       the admission in writing by Tenant or any guarantor of Tenant of its
       inability to pay its debts as they become due;

                     (iii)  the making by Tenant or any guarantor of Tenant of
       an assignment for the benefit of its creditors;

                     (iv)   the filing of a petition or an answer seeking a
       reorganization or an arrangement with its creditors or an attempt to take
       advantage of any insolvency law;

                     (v)    the filing of an answer admitting the material
       allegations of a petition filed against Tenant or


                                       39
<PAGE>   40


       any guarantor of Tenant in any bankruptcy, reorganization or insolvency
       proceeding;

                     (vi)   the entering of an order, judgment or decree by any
       court of competent jurisdiction adjudicating Tenant or any guarantor of
       Tenant, as a bankrupt or an insolvent, approving a petition seeking such
       a reorganization, or appointing a receiver, trustee or liquidator of
       Tenant or any guarantor of Tenant or of all or a substantial part of its
       or their assets; or

                     (vii)  the commencing of any proceeding under any
       bankruptcy, reorganization, arrangement, insolvency, readjustment,
       receivership or similar law, and the continuation of such order,
       judgment, decree or proceeding unstayed for a period of sixty (60) days.

              (b)    Upon the occurrence of an Act of Bankruptcy, this Lease and
all rights of Tenant hereunder shall automatically terminate with the same force
and effect as if the date of any such event were the date stated herein for the
expiration of the term, and Tenant shall vacate and surrender the premises, but
shall remain liable as herein provided. Landlord reserves any and all remedies
provided herein or at law or in equity.

              (c)    If this Lease is not terminated in accordance with
subsection (b) above because such termination is not permitted under the
Bankruptcy Code, 11 U.S.C. Section 101 et seq. (the "Bankruptcy Code"), then
upon the filing of a petition by or against Tenant under the Bankruptcy Code,
Tenant, as debtor and as debtor in possession, and any trustee who may be
appointed, agree:

                     (i)    To perform each and every obligation of Tenant under
this Lease until such time as this Lease is either rejected or assumed by order
of the United States Bankruptcy Court;

                     (ii)   To pay monthly in advance on the first day of each
       month as reasonable compensation for use and occupancy of the premises an
       amount equal to all basic rent and all additional rent reserved
       hereunder;


                                       40
<PAGE>   41


                     (iii)  To reject or assume this Lease within sixty (60)
       days of the filing of such petition under Chapter 7 of the Bankruptcy
       Code or within thirty (30) days of the filing of a petition under any
       other Chapter;

                     (iv)   To give Landlord at least forty-five (45) days prior
       written notice of any proceeding relating to any assumption of this
       Lease;

                     (v)    To give Landlord at least thirty (30) days prior
       written notice of any abandonment of the premises, any such abandonment
       to be deemed conclusively a rejection of this Lease;

                     (vi)   To be deemed conclusively to have rejected this
       Lease in the event of the failure to comply with any of the above; and

                     (vii)  To be deemed to have consented to the entry of an
       order by an appropriate United States Bankruptcy Court providing all of
       the above, waiving notice and hearing of the entry of same.

              (d)    Notwithstanding anything in this Lease to the contrary, all
amounts payable by Tenant to or on behalf of Landlord hereunder, whether or not
expressly denominated as rent, shall constitute "rent" for the purposes of
Section 502(b)(7) of the Bankruptcy Code, including, without limitation,
reasonable attorney's fees incurred by Landlord by reason of Tenant's
bankruptcy.

              (e)    In the event that this Lease is assigned to any person or
entity pursuant to the provisions of the Bankruptcy Code, any and all monies or
other consideration payable or otherwise to be delivered in connection with such
assignment shall be paid or delivered to Landlord, shall be and remain the
exclusive property of Landlord, and shall not constitute property of Tenant or
of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all
monies or other consideration constituting Landlord's property under the
preceding sentence not directly paid or delivered to Landlord shall be held in
trust for


                                       41
<PAGE>   42


the benefit of Landlord by the recipient thereof and be promptly paid to or
turned over to Landlord. If Tenant assumes this Lease and proposes to assign the
same pursuant to the provisions of the Bankruptcy Code to any person or entity
who shall have made a bona fide offer to accept an assignment of this Lease on
terms acceptable to Tenant, the notice of such proposed assignment setting forth
(i) the name and address of such person; (ii) all of the terms and conditions of
such offer; and (iii) adequate assurance to be provided to Landlord to assure
such assignee's future performance under the Lease, including, without
limitation, the assurance referred to in Section 365(b)(3) of the Bankruptcy
Code, or any such successor or substitute legislation or rule thereto, shall be
given to landlord by Tenant no later than twenty (20) days after receipt by
Tenant, but in any event no later than ten (10) days prior to the date that
Tenant shall make application to a court of competent jurisdiction for authority
and approval to enter into such assignment and assumption, and Landlord shall
thereupon have the prior right and option, to be exercised by notice to Tenant
given at any time prior to the effective date of such proposed assignment, to
accept an assignment of this Lease upon the same terms and conditions and for
the same consideration, if any, as the bona fide offer made by such person, less
any brokerage commission which may be payable out of the consideration to be
paid by such person for the assignment of this Lease. Any person or entity to
which this Lease is assigned pursuant to the provisions of the Bankruptcy Code
shall be deemed without further act or deed to have assumed all of the
obligations arising under this Lease on and after the date of such assignment.
Any such assignee shall, upon demand, execute and deliver to Landlord an
instrument confirming such assumption.

              (f)    Nothing contained in this Section 35 shall be deemed in any
manner to limited Landlord's rights and remedies under the Bankruptcy Code, as
presently existing or as may hereafter be amended.

              (g)    No default under this Lease by Tenant, either


                                       42
<PAGE>   43


prior to or subsequent to any Act of Bankruptcy, shall be deemed to have been
waived unless expressly done so in writing by Landlord.

              (h)    Neither Tenant's interest in this Lease, nor any estate
created hereby in Tenant nor any interest herein or therein, shall pass to any
trustee or receiver or assignee for the benefit of creditors or otherwise by
operation of law except as may specifically be provided by the Bankruptcy Code.

       37.    LENDER'S APPROVAL. Landlord agrees to use its best efforts to
procure a Non-Disturbance Agreement for Tenant in the form attached hereto as
Exhibit D, provided such best efforts will not require Landlord to expend any
sums or to agree to any modifications of its loan documents which are more
onerous to Landlord than the present loan documents. This Lease and the
obligations of the parties hereunder are contingent upon Landlord's procuring
such Non-Disturbance Agreement within thirty (30) days after this Lease is fully
executed. If Landlord is unable to procure the Non-Disturbance Agreement for
Tenant within such thirty (30) day period, Tenant shall have the right to
terminate this Lease by written notice thereof to Landlord, in which event
Landlord shall have no liability to Tenant except to return Tenant's security
deposit.

       38.    BROKER'S COMMISSION. Tenant and Landlord warrant that they have
dealt with no broker in connection with this Lease except CB Richard Ellis (the
"Broker"), and the parties agree to indemnify and save the other harmless from
all claims, actions, damages, costs and expenses and liability whatsoever,
including reasonable attorney's fees, that may arise from any breach of this
warranty. In the event Tenant takes possession of the premises and commences
payment of rent, Landlord agrees to pay a commission to the Broker in accordance
with a separate agreement between Landlord and the Broker.

       39.    RULES AND REGULATIONS. Tenant shall faithfully observe and comply
with the rules and regulations attached hereto as Exhibit E, and with any
reasonable amendments or modifications


                                       43
<PAGE>   44


thereto that Landlord shall, from time to time, promulgate with respect to the
Building. Any such amendments or modifications to the rules and regulations
shall be binding upon Tenant upon delivery of a copy of them to Tenant. Landlord
shall not be responsible to Tenant for the nonperformance of any of said rules
and regulations by any other tenants or occupants. Landlord agrees to enforce
the rules and regulations in a non-discriminatory manner.

       40.    RENEWAL OPTIONS. Landlord hereby grants Tenant the right and
option to renew this Lease for two (2) successive periods of five (5) years each
so long as Tenant is not in default hereunder beyond any applicable cure period
and provided Tenant gives Landlord written notice of its election to renew not
later than two hundred ten (210) days prior to the expiration of the then
current Lease term. If such notice is given in a timely manner and if Tenant is
not in default hereunder beyond any applicable grace or cure period, the term of
this Lease shall be extended for the renewal term so elected under the same
terms and conditions herein set forth except that the base rental for such
renewal term shall be at "market rate" (which is hereby defined as the same
rental rate for which comparable premises within comparable buildings in the
Metropolitan Columbia Market Area are then being leased), provided that in no
event shall the rental during the renewal term (i) be less than the annual
rental during the last year of the preceding Lease term (the "minimum rental")
or (ii) more than a five percent (5%) annual increase during each year of the
renewal term over the annual base rental during the preceding Lease year (the
"maximum rental"). If the parties are unable to agree upon market rate within
thirty (30) days following Tenant's notice electing to exercise its option to
renew, market rate shall be determined by arbitration by a three (3) broker
panel consisting of one (1) broker appointed by Landlord, one (1) broker
appointed by Tenant and the remaining broker appointed by the two (2) brokers so
appointed. If the three (3) brokers are unable to agree upon market rate, each
broker shall make his or


                                       44
<PAGE>   45


her own determination of market rate and the average of the three (3)
determinations shall govern for purposes of determining market rate hereunder.
Notwithstanding the foregoing, unless otherwise agreed to by the parties in a
written amendment to this Lease, the base rentals during the renewal term in
question shall never be less than the minimum rentals nor more than the maximum
rentals hereinabove specified.

       41.    PARKING. Landlord agrees, throughout the term, to provide free,
surface, unreserved parking within the parking lot adjacent to the Building in a
ratio of not less than four (4) automobile spaces for each one thousand (1,000)
square feet of leasable area within the Building. Such parking spaces shall be
for the non-exclusive use of all tenants of the Building and their respective
officers, agents, employees and invitees; provided that Landlord will provide
five (5) reserved parking spaces for Tenant at a location mutually agreeable to
Landlord and Tenant, which five (5) spaces shall be marked by Landlord as being
"Reserved for Sequoia Software Corporation." Landlord shall have no obligation
to police such reserved spaces or to otherwise take any action in the event such
spaces are used by unauthorized vehicles. Notwithstanding the foregoing, Tenant
shall have the right to post notice that it intends to tow unauthorized vehicles
parking in its reserved spaces and may, thereafter have such unauthorized
vehicles towed from its reserved space at the expense of the violator. Tenant
hereby indemnifies and saves Landlord harmless from all claims, demands, actions
and liabilities, including reasonable attorneys' fees, incurred by Landlord as
the result of Tenant's causing any vehicles to be towed from such reserved
spaces.

       42.    STORAGE. Landlord has advised Tenant that certain storage space
may be available for lease by Tenant within the lower level of the Building
known as Columbia Corporate Park III. In the event Tenant desires to lease such
storage space, provided the same is then available for lease and has not been
built-out by Landlord (it being understood that such space if leased by Tenant


                                       45
<PAGE>   46


shall be in shell condition only), Tenant shall have the right to lease the same
at a rental of Eight Dollars Fifty Cents ($8.50) per rentable square foot. In
the event Tenant elects to lease such storage space, the parties shall enter
into an amendment to this Lease to so provide.

       43.    SATELLITE ANTENNA. Tenant shall be permitted to install a
satellite dish or other telecommunications equipment on the roof of the Building
at Tenant's expense in a location and size reasonably acceptable to Landlord.
Tenant shall not commence installation thereof until Landlord has granted
written approval, which approval shall not be unreasonably withheld, conditioned
or delayed. Tenant shall comply with all Laws in connection with the
installation, maintenance and removal of the satellite dish and Tenant shall
repair any damage to the Building caused by the installation, maintenance or
removal thereof.

       44.    RENTAL ALLOWANCE. Landlord agrees to pay Tenant a credit (which
shall be in addition to all other credits provided Tenant under this Lease)
equal to Ten Cents ($0.10) per rentable square foot of space leased by Tenant,
which sum shall be applied by Tenant toward its cost of interior design and
space planning. Payment of such credit shall be made by Landlord to Tenant
within fifteen (15) days of Tenant's submittal to Landlord of invoices received
from its contractor(s) for services rendered for such interior design and space
planning.

       45.    CAPTIONS. The captions of the various sections of this Lease are
for convenience only and are not a part of this Lease. Such captions shall not
be construed to define or limit any of the provisions of this Lease.

       46.    FINAL AND ENTIRE AGREEMENT. This Lease contains the final and
entire agreement between the parties hereto, and neither they nor their agents
shall be bound by any terms, conditions or representations not herein written.

       47.    TENANT REPRESENTATIVE. The name, address and telephone number of
Tenant's representative to be contacted in event of emergency are as follows:


                                       46
<PAGE>   47


________________________________________.

       48.    QUIET ENJOYMENT. Upon payment of basic Rent and additional Rent
and performance by Tenant of all covenants on Tenant's part to perform under
this Lease, Tenant shall have and hold the Premises, free from any interference
from Landlord or any party claiming through Landlord, subject to all of the
terms and provisions of this Lease.

              WITNESS the hands and seals of the parties hereto as of the day
and year first above written.

WITNESS:                           MERRITT-CCP V, LLC

                                   By:  The Merritt Operations
                                        Corporation, Agent

                                   By: /s/ SCOTT W          (SEAL)
---------------------------           ----------------------
                                             LANDLORD

                                   SEQUOIA SOFTWARE CORPORATION

                                   By: /s/ MARC RUBIN       (SEAL)
---------------------------           ----------------------
                                              TENANT








                                       47
<PAGE>   48


                                              ADDITIONS/DELETIONS-MARCH 14, 2000

                             COLUMBIA CORPORATE PARK

                                  OFFICE LEASE

                                 BY AND BETWEEN

                        MERRITT-CCP V, LLC, LANDLORD AND

                      SEQUOIA SOFTWARE CORPORATION, TENANT

1.  RENTAL.....................................................................1

2.  USE........................................................................3

3.  SERVICES AND UTILITIES.....................................................4

4.  COMPLIANCE WITH LAWS.......................................................7

5.  ASSIGNMENT AND SUBLETTING..................................................8

6.  OPERATING COSTS............................................................9

7.  INCREASE IN LANDLORD'S INSURANCE RATES....................................13

8.  INSURANCE - INDEMNITY.....................................................13

9.  ALTERATIONS...............................................................17

10. OWNERSHIP OF ALTERATIONS..................................................17

11. REPAIRS AND MAINTENANCE...................................................18

12. DEFAULT...................................................................21

13. DAMAGE OR DESTRUCTION.....................................................23

14. POSSESSION................................................................25

15. EXTERIOR OF PREMISES - SIGNS..............................................26

16. EXPANSION BY TENANT.......................................................27

17. FOR RENT/SALE SIGNS.......................................................28

18. WATER AND OTHER DAMAGE....................................................28

19. RIGHT OF ENTRY............................................................29

20. TERMINATION OF TERM.......................................................29

21. CONDEMNATION..............................................................29

22. SUBORDINATION.............................................................31

23. RIGHT TO PERFORM COVENANTS................................................31

24. ATTORNMENT................................................................32

25. NON-WAIVER OF FUTURE ENFORCEMENT..........................................32

26. PERSONAL PROPERTY TAXES...................................................33

27. RECORDATION OF LEASE......................................................33

28. NOTICES...................................................................33


<PAGE>   49


29. WAIVER OF JURY TRIAL......................................................34

30. SEVERABILITY..............................................................34

31. NON-WAIVER................................................................35

32. SUCCESSORS AND ASSIGNS....................................................35

33. SECURITY DEPOSIT..........................................................36

34. NOTICES TO MORTGAGEE......................................................38

35. ESTOPPEL CERTIFICATE......................................................39

36. BANKRUPTCY................................................................39

37. LENDER'S APPROVAL.........................................................43

38. BROKER'S COMMISSION.......................................................43

39. RULES AND REGULATIONS.....................................................43

40. RENEWAL OPTIONS...........................................................44

41. PARKING...................................................................45

42. STORAGE...................................................................45

43. SATELLITE ANTENNA.........................................................46

44. RENTAL ALLOWANCE..........................................................46

45. CAPTIONS..................................................................46

46. FINAL AND ENTIRE AGREEMENT................................................46

47. TENANT REPRESENTATIVE.....................................................46

48. QUIET ENJOYMENT...........................................................47


<PAGE>   50


                                    EXHIBIT C
                                 [NAME OF BANK]

IRREVOCABLE STANDBY LETTER OF CREDIT
Our Ref#:
         ---------------
Date:             , 1999
       -----------
Applicant:
          ---------------
[Name and address of Tenant]

------------------------
------------------------

Beneficiary:
Merritt-CCP V, LLC
2066 Lord Baltimore Drive
Baltimore, MD  21244

Amount: $_______________U.S. Dollars
Expiry: (Insert date which is sixty (60) days after expiration of Original Lease
Term)  AT OUR COUNTERS

We hereby issue in favor of the Beneficiary our irrevocable Standby Letter of
Credit number __________________ ("Credit") which is available by Beneficiary's
draft(s) drawn on us at sight presented at our office located at
______________________________________
______________________________________________, accompanied by the original
letter of credit and by the following document:

A written affidavit presented by Beneficiary, duly signed by an authorized
representative of Beneficiary, stating:

              "The undersigned, an authorized representative of Merritt-CCP V,
       LLC hereby certifies that a Default has occurred and remains uncured
       under that certain Lease between Merritt-CCP V, LLC and
       ________________________ (the "Tenant") dated ___________, 1999, written
       notice of such Default was duly and timely given to the Tenant, all
       applicable cure periods have expired under said lease, and Merritt-CCP V,
       LLC is entitled to the amount drawn hereunder as actual damages incurred
       in connection with such Default."

Partial drawings shall be permitted under this Credit in an aggregate amount not
to exceed the face amount of this Credit. Each partial drawing under this Credit
shall reduce the amount available by the amount so drawn.

Each draft drawn under this Credit must state: "Drawn under
_____________________ Bank, Reference No. ______________________."

This letter of Credit will be automatically renewed for a five (5) period from
the expiration date stated above, provided Beneficiary notifies us in writing,
not later than ten (10) days prior to the expiration date stated above, that
Tenant has exercised its option to renew the Lease for such five (5) year
period. This Letter of Credit shall further be automatically renewed for an
additional five (5) year period, provided Beneficiary notifies us in writing,
not later than ten (10) days prior to the expiration date of the first (1st)
renewal term of the Lease that Tenant has exercised its option to renew the
Lease for an additional five (5) year period.

We hereby engage with you that draft(s) drawn under and in compliance with the
terms of this Credit will be duly honored upon presentation.


<PAGE>   51


This Credit sets forth in full the terms of our undertaking, and such an
undertaking shall not in any way be modified or amplified by reference to any
documents, instruments or agreements referred to herein or in which this Credit
is referred to or to which this Credit relates, and any such reference shall not
be deemed to incorporate herein by reference any such documents, instruments or
agreements.

Except so far as otherwise expressly stated herein, this Credit is subject to
the uniform Customs and Practice for Documentary Credits (1993 Revision)
International Chamber of Commerce Publication No. 500.

_____________________ Bank

By:
   -----------------------
Authorized Signature


<PAGE>   52


                                   EXHIBIT C-1

                                   LEASE BOND

                                                        BOND NO.

       KNOW ALL MEN BY THESE PRESENTS, that we, Sequoia Software Corporation, as
Principal, and __________ Insurance Company, a corporation organized and
existing under the laws of the State of ___________ and authorized to transact
business in the State of Maryland, as Surety are held and firmly bound unto
Merritt-CCP V, LLC, whose address is c/o Merritt, 2066 Lord Baltimore Drive,
Baltimore, Maryland 21244, as Obligee in the sum of One Million Three Hundred
Thousand Dollars ($1,300,000.00) lawful money of the United States of America,
to be paid to the said Obligee or its successors, for which payment well and
truly to be made, we find ourselves, our heirs, executors, administrators,
successors and assigns, jointly and severally, firmly by these presents.

       SEALED WITH OUR SEALS and dated this _____ day of _______, 2000.

       WHEREAS, THE ABOVE bounden Principal has been or is about to enter into a
Lease Agreement with the Obligee as described in the Deed of Lease ("Lease")
dated ________________, 2000.

       NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such, that the said
Principal shall maintain a Security Deposit with the Obligee in accordance of
Section 33(b) of the Lease and if Principal is in good standing during the terms
of the Lease, then this obligation to be null and void, otherwise to remain in
full force and effect.

       PROVIDED, HOWEVER, Surety shall pay to the Obligee within five (5)
business days of receipt of written demand from Obligee along with copy of
default notice to Principal the bond amount. The demand shall be by Registered
Mail or Federal Express to the Surety at the following address:

              ------------------

              ------------------

              ------------------

              ------------------

       PROVIDED, FURTHER, this bond is continuous for the term of the Lease with
premiums to be paid annually. However, the Surety may at any time cancel bond by
giving ninety (90) days' written notice by Registered Mail to the Obligee.


<PAGE>   53


       PROVIDED, HOWEVER, in no event shall the aggregate liability of the
Surety to the Obligee exceed the penal sum of this bond.

Principal:__________________(SEAL)        Surety:_________________(SEAL)
By:                                       By:
   -------------------------                 ---------------------------
                Name & Title                            Attorney-in-fact


<PAGE>   54


                                    EXHIBIT D

                         SUBORDINATION, NON-DISTURBANCE
                            AND ATTORNMENT AGREEMENT
                         (Sequoia Software Corporation)

       This SUBORDINATION, NONDISTURBANCE, AND ATTORNMENT AGREEMENT (this
"Agreement") is entered into as of _______________ (the "Effective Date"),
between ALLFIRST BANK, whose address is 25 South Charles Street, 17th Floor,
Baltimore, MD 21201, MAIL STOP 101-747, Attn: Commercial Real Estate Division
("Mortgagee"), and Sequoia Software Corporation, a body corporate of the State
of ______________, whose address is 5457 Twin Knolls Road, Columbia, Maryland
21045 ("Tenant"), with reference to the following facts:

       A.     Merritt-CCP V, LLC, a Maryland limited liability company, whose
address is c/o Merritt Management Corporation, 2066 Lord Baltimore Drive,
Baltimore, MD 21244, ("Landlord"), owns certain real property located in Howard
County, Maryland (such real property, including all buildings, improvements,
structures and fixtures located thereon, "Landlord's Premises"), as more
particularly described in Schedule A.

       B.     Mortgagee has made a loan (the "Loan") guaranteed by Landlord. To
secure Landlord's guaranty of the Loan, Landlord has encumbered Landlord's
Premises by entering into that certain Indemnity Deed of Trust in favor of
Mortgagee (as amended, increased, renewed, extended, spread, consolidated,
severed, restated, or otherwise changes from time to time, the "Mortgage"),
which Mortgage is recorded in the Land Records of Howard County, Maryland (the
"Land Records").

       C.     Pursuant to a Lease dated as of _____________, 1999 (the "Lease"),
Landlord, demised to Tenant a portion of Landlord's Premises ("Tenant's
Premises"). Tenant's Premises consist of approximately 50,000 square feet.

       D.     Tenant and Mortgagee desire to confirm the relative priorities of
their interests in Landlord's Premises as provided in the Lease and to agree
upon their rights and obligations if certain events occur.

       NOW, THEREFORE, for good and sufficient consideration, Tenant and
Mortgagee agree:

       1.     Definitions.

The following terms shall have following meanings for purposes of this
Agreement.

1.1    Foreclosure Event. A "Foreclosure Event" means: (a) foreclosure under the
       Mortgage; (b) any other exercise by Mortgagee or rights and remedies
       (whether under the Mortgage or under applicable law, including bankruptcy
       law) as holder of the Loan and/or the Mortgage, as a result of which
       Successor Landlord becomes owner of Landlord's Premises; or (c) delivery
       by Landlord to Mortgagee (or its designee or nominee) of a deed or other
       conveyance of Landlord's interest in Landlord's Premises in lieu of any
       of the foregoing.

1.2    Former Landlord. A "Former Landlord" means Landlord and any other party
       that was landlord under the Lease at any time before the occurrence of
       any attornment under this Agreement.

1.3    Offset Right. An "Offset Right" means any right or alleged right of
       Tenant to any offset, defense (other than one arising from actual payment
       and performance, which payment and performance would bind a Successor
       Landlord pursuant to


<PAGE>   55


       this Agreement), claim, counterclaim, reduction, deduction, or abatement
       against Tenant's payment of Rent or performance of Tenant's other
       obligations under the Lease, arising (whether under the Lease or other
       applicable law) from Landlord's breach or default under the Lease.

1.4    Rent. The "Rent" means any fixed rent, base rent, or additional rent
       under the Lease.

1.5    Successor Landlord. A "Successor Landlord" means any party that becomes
       owner of Landlord's Premises as the result of a Foreclosure Event.

1.6    Termination Right. A "Termination Right" means any right of Tenant to
       cancel or terminate the Lease or to claim a partial or total eviction
       arising (whether under the Lease or under applicable law) from Landlord's
       breach or default under the Lease. "Termination Right" does not include
       any express right by Tenant to terminate the Lease that is not contingent
       on Landlord's breach or default under this Lease.

       2.     Subordination.

       The Lease shall be, and shall at all times remain, subject and
subordinate to the Mortgage, the lien imposed by the Mortgage, and all advances
made under the Mortgage.

       3.     Nondisturbance, Recognition and Attornment.

3.1    No Exercise of Mortgage Remedies Against Tenant. So long as no default by
       Tenant has continued beyond applicable cure periods (an "Event of
       Default") and is continuing at the time of a Foreclosure Event, Mortgagee
       shall not terminate the Lease in any exercise of Mortgagee's rights and
       remedies arising upon a default under the Mortgage.

3.2    Nondisturbance and Attornment. So long as no Event of Default by Tenant
       has occurred and is continuing beyond any applicable cure periods, then,
       when Successor Landlord takes title to Landlord's Premises; (a) Successor
       Landlord shall not terminate or disturb Tenant's possession of Tenant's
       Premises under the Lease, except in accordance with the terms of the
       Lease and this Agreement; (b) Successor Landlord shall be bound to Tenant
       under all the terms and conditions of the Lease (except as expressly
       provided in this Agreement); (c) Tenant shall recognize and attorn to
       Successor Landlord as Tenant's direct landlord.

3.3    Further Documentation. The provisions of this Article shall be effective
       and self-operative without any need for Successor Landlord or Tenant to
       execute any further documents. Tenant and Successor Landlord shall,
       however, confirm the provisions of this Article in writing upon request
       by either of them.

       4.     Protection of Successor Landlord.

       Notwithstanding anything to the contrary in the Lease or the Mortgage,
Successor Landlord shall not be liable for or bound by any of the following
matters:

4.1    Claims Against Former Landlord. Any Offset Right that Tenant may have
       against any Former Landlord relating to any event or occurrence before
       the date of attornment, including any claim for damages of any kind
       whatsoever as the result of any breach by Former Landlord that occurred
       before the date of attornment. (The foregoing shall not limit either (a)
       Tenant's right to exercise against Successor Landlord any Offset Right
       otherwise available to Tenant because of events occurring after the date
       of attornment or (b) Successor Landlord's obligation to correct any
       conditions that existed as of the date of Tenant's attornment to


<PAGE>   56


       Successor Landlord, to the extent that any such conditions continue to
       violate Successor Landlord's obligations as landlord under the Lease
       following such attornment.)

4.2    Prepayment. Any payment of Rent that Tenant may have made to Former
       Landlord more than thirty days before the date such Rent was first due
       and payable under the Lease with respect to any period after the date of
       attornment other than, and only to the extent that, the Lease expressly
       required such a prepayment.

4.3    Payment; Security Deposit. Any obligation: (a) to pay Tenant any sum(s)
       that any Former Landlord owed to Tenant or (b) with respect to any
       security deposited with Former Landlord, unless such security was
       actually delivered to Mortgagee.

4.4    Modification, Amendment, or Waiver. Any modification or amendment of the
       Lease, or any waiver of any terms of the Lease, made without Mortgagee's
       written consent.

4.5    Surrender, Etc. Any consensual or negotiated surrender, cancellation, or
       termination of the Lease, in whole or in part, agreed upon between
       Landlord and Tenant, unless (i) effected unilaterally by Tenant pursuant
       to the express terms of the Lease, or (ii) agreed to in writing by
       Mortgagee or Successor Landlord.

       5.     Exculpation of Successor Landlord.

       Upon any attornment, Successor Landlord's obligations and liabilities do
not constitute personal obligations on the part of Successor Landlord and Tenant
shall look to Successor Landlord's interest in the Landlord's Premises and to no
other assets of Successor Landlord for satisfaction of any liability with
respect to the Lease.

       6.     Mortgagee's Right to Cure.

6.1    Notice to Mortgagee. Notwithstanding anything to the contrary in the
       Lease or this Agreement or the Lease, before exercising any Termination
       Right or Offset Right, Tenant shall provide Mortgagee with notice of the
       breach or default by Landlord giving rise to same (the "Default Notice")
       and, thereafter, the opportunity to cure such breach or default as
       provided for below.

6.2    Mortgagee's Cure Period. After Mortgagee receives a Default Notice,
       Mortgagee shall have a period of thirty days beyond the time available to
       Landlord under the Lease in which to cure the breach or default by
       Landlord. Mortgagee shall have no obligation to cure (and shall have no
       liability or obligation for not curing) any breach or default by
       Landlord, except to the extent that Mortgagee agrees or undertakes
       otherwise in writing.

6.3    Extended Cure Period. In addition, as to any breach or default by
       Landlord the cure of which requires possession and control of Landlord's
       Premises, provided only that Mortgagee undertakes to Tenant by written
       notice to Tenant within thirty days after receipt of the Default Notice
       to exercise reasonable efforts to cure or cause to be cured by a receiver
       such breach or default within the period permitted by this paragraph,
       Mortgagee's cure period shall continue for such additional time (the
       "Extended Cure Period") as Mortgagee may reasonably require to either (a)
       obtain possession and control of Landlord's Premises and thereafter cure
       the breach or default with reasonable diligence and continuity or (b)
       obtain the appointment of a receiver and give such receiver a reasonable
       period of time in which to cure the default. Notwithstanding the
       foregoing, Mortgagee's Extended Cure Period shall not exceed


<PAGE>   57


       one hundred eighty (180) days following receipt by Mortgagee of the
       Default Notice.

       7.     Miscellaneous.

7.1    Notices. All notices or other communications required or permitted under
       this Agreement shall be in writing and given by certified mail (return
       receipt requested) or by nationally recognized overnight courier service
       that regularly maintains records of items delivered. Each party's address
       is as set forth in the opening paragraph of this Agreement, subject to
       change by notice under this paragraph. Notices shall be effective the
       next business day after being sent by overnight courier service, and five
       business days after being sent by certified mail (return receipt
       requested).

7.2    Successors and Assigns. This Agreement shall bind and benefit the
       parties, their successors and assigns, any Successor Landlord, and its
       successors and assigns. If Mortgagee assigns the Mortgage, then upon
       delivery to Tenant of written notice thereof accompanied by the
       assignee's written assumption of all obligations under this Agreement,
       all liability of the assignor shall terminate.

7.3    Entire Agreement. This Agreement constitutes the entire agreement between
       Mortgagee and Tenant regarding the subordination of the Lease to the
       Mortgage and the rights and obligations of Tenant and Mortgagee as to the
       subject matter of this Agreement.

7.4    Interaction with Lease and with Mortgage. If this Agreement conflicts
       with the Lease, then this Agreement shall govern as between the parties
       and any Successor Landlord, including upon any non-disturbance and
       attornment pursuant to this Agreement. This Agreement supersedes, and
       constitutes full compliance with, any provisions in the Lease that
       provide for subordination of the Lease to, or for delivery of
       nondisturbance agreements by the holder of, the Mortgage. Mortgagee
       confirms that Mortgagee has consented to Landlord's entering into the
       Lease.

7.5    Mortgagee's Rights and Obligations. Except as expressly provided for in
       this Agreement, Mortgagee shall have no obligations to Tenant with
       respect to the Lease. If an attornment occurs pursuant to this Agreement,
       then all rights and obligations of Mortgagee under this Agreement shall
       terminate, without thereby affecting in any way the rights and
       obligations of Successor Landlord provided for in this Agreement.

7.6    Interpretation; Governing Law. The interpretation, validity and
       enforcement of this Agreement shall be governed by and construed under
       the internal laws of the State of Maryland, excluding its principles of
       conflict of laws.

7.7    Amendments. This Agreement may be amended, discharged or terminated, or
       any of its provisions waived, only by a written instrument executed by
       the party to be charged.

7.8    Execution. This Agreement may be executed in any number of counterparts,
       each of which shall be deemed an original and all of which together shall
       constitute one and the same instrument.

7.9    Tenant's Representation. Tenant represents that Tenant has full authority
       to enter into this Agreement, which has been duly authorized by all
       necessary actions.

7.10   Mortgagee's Representation. Mortgagee represents that Mortgagee has full
       authority to enter into this Agreement,


<PAGE>   58


       and Mortgagee's entry into this Agreement has been duly authorized by all
       necessary actions.

       IN WITNESS WHEREOF, this Agreement has been duly executed by Mortgagee
and Tenant as of the Effective Date.

MORTGAGEE                                 TENANT

ALLFIRST BANK                             SEQUOIA SOFTWARE CORPORATION

By:                                       By:
   --------------------------------          --------------------------------
   Name:                                     Name:
   Title: Vice President                     Title:


<PAGE>   59


Landlord consents and agrees to the foregoing Agreement, which was entered into
at Landlord's request. The foregoing Agreement shall not alter, waive or
diminish any of Landlord's obligations under the Mortgage or the Lease. The
above Agreement discharges any obligations of Mortgagee under the Mortgage and
related loan documents to enter into a nondisturbance agreement with Tenant.
Landlord is not a party to the above Agreement.

                                          LANDLORD:

                                          MERRITT-CCP V, LLC

                                          By:
----------------------------                 -----------------------------
                                             _____________________________(SEAL)
                                             Name:
                                             Title:

STATE OF MARYLAND)
                  )  ss:

CITY OF BALTIMORE   )

       I HEREBY CERTIFY that on this _____ day of _____________, ____, before
me, the subscriber, a Notary Public of the State of Maryland, personally
appeared _________, who acknowledged himself/herself to be the __________ of
Merritt-CCP V, LLC, a limited liability company and on behalf of said limited
liability company did acknowledge that he/she, as such officer, being authorized
so to do, executed the foregoing instrument for the purposes therein contained,
by signing the name of the limited liability company by himself/herself as such
officer.

       AS WITNESS my hand and Notarial Seal.


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

My commission expires:
                       --------------------------------

STATE OF _____________)
                  )  ss:
_________OF __________)

       I HEREBY CERTIFY that on this _____ day of ___________, ____, before me,
the subscriber, a Notary Public of the jurisdiction aforesaid, personally
appeared _________________, who acknowledged himself/herself to be the
_________________ of Sequoia Software Corporation, a body corporate (the
"Company") and on behalf of the Company did acknowledge that he/she, as such
officer, being authorized so to do, executed the foregoing instrument for the
purposes therein contained, by signing the name of the Company by
himself/herself as such officer.

       AS WITNESS my hand and Notarial Seal.

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

My commission expires:
                       --------------------------------


<PAGE>   60


STATE OF MARYLAND)
                  )  ss:
CITY OF BALTIMORE   )

       I HEREBY CERTIFY that on this _____ day of ________________, 1999, before
me, the subscriber, a Notary Public of the State of Maryland, personally
appeared Christopher W. Avery, who acknowledged himself to be a Vice President
of Allfirst Bank, a national banking association, and on behalf of said
association did acknowledge that he, as such officer, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the association by himself as such officer.

       AS WITNESS my hand and Notarial Seal.

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

My commission expires:
                      ----------------------------------


<PAGE>   61


                                   SCHEDULE A

                       Description of Landlord's Premises