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                                                                   Exhibit 10.43

                               Flint Lee Road, LLC
                               Chantilly, Virginia


                                  DEED OF LEASE

                                     BETWEEN


                               Flint Lee Road, LLC
                      a Virginia Limited Liability Company
                                   (Landlord)


                                       AND


                            Geerlings and Wade, Inc.
                                    (Tenant)

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                      <C>
 1.      Terms and Definitions ........................................   1

 2.      Uses .........................................................   2

 3.      Rent .........................................................   4

 4.      Tenant's Prepaid Rent and Security Deposit ...................   5

 5.      Utilities ....................................................   6

 6.      Building Services ............................................   6

 7.      Insurance; Indemnity .........................................   6

 8.      Waiver of Subrogation ........................................   7

 9.      Repairs ......................................................   8

10.      Tenant's Property ............................................   8

11.      Improvements and Alterations by Tenant .......................   8

12.      Casualty .....................................................   9

13.      Subletting and Assignment ....................................   9

14.      Liens and Insolvency .........................................  10

15.      Condemnation .................................................  10

16.      Construction of Leased Premises and Occupancy ................  11

17.      Construction Conditions ......................................  11

18.      Rules and Regulations ........................................  11

19.      Parking ......................................................  11

20.      Access .......................................................  12

21.      Signs ........................................................  12

22.      Tenant's Default .............................................  12

23.      Removal of Property ..........................................  13

24.      Quiet Enjoyment, Inability to Perform ........................  14

25.      Hold Over Tenancy ............................................  14
</TABLE>

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<TABLE>
<S>                                                                        <C>
26.      Attorneys' Fees and Waiver of Jury Trial .......................  14

27.      Notices and Rent Payments ......................................  15

28.      Limitation of Landlord's Liability .............................  15

29.      Landlord's Reserved Rights .....................................  15

30.      Estoppel Certificates ..........................................  15

31.      Accord and Satisfaction ........................................  16

32.      Waiver .........................................................  16

33.      Subordination ..................................................  16

34.      Time ...........................................................  17

35.      Broker's Indemnification .......................................  17

36.      Anticipatory Repudiation .......................................  17

37.      Applicable Law .................................................  17

38.      Severability ...................................................  17

39.      Binding Effect .................................................  17

40.      Addendum .......................................................  18

41.      Entire Agreement; Amendment ....................................  18

42.      Counterparts ...................................................  18
</TABLE>

         EXHIBIT A: DESCRIPTION OF LEASED PREMISES

         EXHIBIT B: IMPROVEMENTS

         EXHIBIT C: RULES AND REGULATIONS

         EXHIBIT D: ADDENDUM

         EXHIBIT E: CONFIRMATION OF COMMENCEMENT DATE

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                                  DEED OF LEASE

         THIS DEED OF LEASE (the "Lease") is made by and between Flint Lee Road,
LLC, a Virginia Limited Liability Company ("Landlord"), and Geerlings and Wade,
Inc. ("Tenant"), whose address is 960 Turnpike Street, Canton, MA 02021, as of
the 29th of October, 2002.

         WHEREAS, Landlord is the owner of a building (the "Building") and land
(the "Land") located at 14701 and 14725 Flint Lee Road, Chantilly, VA 20151
(together, the "Project"); and

         WHEREAS, Tenant desires to lease a portion of the Building, and
Landlord is willing to lease to Tenant such portion of the Building upon the
terms, conditions, covenants and agreements set forth herein;

         NOW, THEREFORE, the parties hereto, for valuable consideration, the
receipt of which is hereby acknowledged, intending legally to be bound hereby,
covenant and agree as follows:

         1.   TERMS AND DEFINITIONS

              A.   "Leased Premises" shall mean approximately 4,815 square feet
of space on the first level of the Building having an address of 14701-C Flint
Lee Road, Chantilly, VA 20151, and more specifically described in Exhibit A
attached hereto and made a part hereof by reference.

              B.   "Lease Commencement Date" shall mean November 1, 2002, as
that date may be adjusted pursuant to Section 16 below.

              C.   "Lease Term" shall mean thirty six (36) months from the Lease
Commencement Date, plus the addition of the number of days necessary for the
Lease to terminate on the last day of a month, unless the Lease Term is
terminated earlier or extended pursuant to the provisions of this Lease.

              D.   "Base Rent" shall mean Thirty Four Thousand One Hundred Eight
Six and 50/100 Dollars ($34,186.50) per year, payable each month in installments
of Two Thousand Eight Hundred Forty Eight and 88/100 Dollars ($2848.88), as
adjusted in accordance with the provisions of Paragraph 3.B hereof.

              E.   "Additional Rent" shall mean Tenant's Share of Common Area
Maintenance Expenses, Tenant's Share of Insurance Costs and Tenant's Share of
Real Estate Tax Expenses, as those terms are defined in Paragraph 3.C, and all
other sums that Tenant is required to pay to Landlord in addition to Base Rent,
including late penalty charges as defined in Paragraph 3.A. Monthly Additional
Rent is Nine Hundred Seventy One and 03/100 Dollars ($971.03), subject to
adjustment pursuant to the terms of Paragraph 3.

              F.   "Tenant's Total Square Footage" shall mean 4,815 square feet;
"Total Building Square Footage" shall mean 94,415 square feet; "Tenant's Share"
shall mean 5.10%%.

              G.   "Deposit" shall mean One Thousand Eight Hundred Twenty Five
and 69/100 Dollars ($1,825.69) as currently existing; "Tenant's Prepaid Rent"
shall mean Three Thousand Eight Hundred Nineteen and 91/100 Dollars ($3819.91);
which represents the first monthly payment of Base Rent and Additional Rent.

              H.   "Permitted Purpose" shall mean use of the Leased Premises for
office and warehouse use.

              I.   "Broker(s) of Record" shall mean None.

              J.   "Authorized Number of Parking Spaces" shall mean five (5)
spaces.

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              K.   "Lease Year" shall mean a period of twelve (12) consecutive
months, commencing on the first day of the month immediately following the month
in which the Lease Commencement Date occurs, and each successive twelve (12)
month period thereafter. In addition, the first Lease Year shall also include
the period from the Lease Commencement Date until the first day of the following
month; provided, however, that the first Lease Year shall begin on the Lease
Commencement Date if the Lease Commencement Date occurs on the first day of the
month.

         2.   USES

              A.   Tenant agrees to continuously use and occupy the Leased
Premises for the Permitted Purpose only and for no other purpose. Tenant
covenants to comply with the provisions of all recorded covenants, conditions
and restrictions, and all building, zoning, fire and other governmental laws,
ordinances, regulations or rules applicable to the Leased Premises and all
requirements of the carriers of insurance covering the Project. Tenant shall not
do or permit anything to be done in or about the Leased Premises or bring or
keep anything in the Leased Premises that may in Landlord's judgment (1)
increase the insurance premiums for the Project, (2) injure the Project, (3)
constitute damage or waste, or (4) be a nuisance (public or private) or menace.

              B.   Tenant agrees that it has determined to Tenant's satisfaction
that the Leased Premises can be used for the Permitted Purpose and waives any
right to terminate this Lease if the Leased Premises cannot be used for such
purposes or for any reason may not be used for such purposes during the Lease
Term.

              C.   Tenant will not use or permit the Leased Premises or any part
thereof to be used for any disorderly, unlawful or hazardous purpose. Tenant
will not use or permit the Leased Premises to be used for any purpose that
interferes with the use and enjoyment of the Building by other tenants. Tenant
shall refrain from and discontinue any such use immediately upon receipt of
notice from Landlord.

              D.   By taking possession hereunder on the Lease Commencement
Date, Tenant acknowledges that it has examined the Leased Premises and accepts
the same as being in the condition called for by this Lease, except for items on
the Punch List as defined in Paragraph 16.E.

              E.   (1)  For purposes of this Lease, the following definitions
shall apply:

                        (i)  Environmental Law: Any federal, state or local law,
                   ordinance, rule, regulation, requirement, guideline, code,
                   resolution, order or decree (including consent decrees and
                   administrative orders) from time to time in effect that
                   regulates the use, generation, handling, storage, treatment,
                   transportation, discharge, decontamination, clean-up,
                   removal, encapsulation, enclosure, abatement or disposal of
                   any Hazardous Materials, including the Comprehensive
                   Environmental Response, Compensation and Liability Act, 42
                   U.S.C. (S)(S) 9601 et seq., the Resource Conservation and
                   Recovery Act, 42 U.S.C. (S)(S) 6901 et seq., the Toxic
                   Substances Control Act, 15 U.S.C. (S)(S) 2601 et seq., the
                   Clean Water Act, 33 U.S.C. (S)(S) 1251 et seq., the Safe
                   Drinking Water Act, 452 U.S.C. (S)(S) 300f et seq., the Clean
                   Air Act, 42 U.S.C. (S)(S) 7401 et seq., the Hazardous
                   Materials Transportation Act, 49 U.S.C. (S)(S) 5101 et seq.,
                   their state analogs, and any other federal, state or local
                   statute, law, ordinance, resolution, code, rule, regulation,
                   order or decree regulating, relating to, or imposing
                   liability or standards of conduct concerning any Hazardous
                   Materials.

                        (ii) Hazardous Materials: Any flammable, explosive,
                   radioactive or reactive materials; any asbestos (whether
                   friable or non-friable); any pollutants, contaminants or
                   other hazardous, dangerous or toxic chemicals, materials or
                   substances; any petroleum products or substances or compounds

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                   containing petroleum products, including gasoline, diesel
                   fuel and oil; any polychlorinated biphenyls or substances or
                   compounds containing polychlorinated biphenyls; and any other
                   material or substance defined as a "hazardous substance,"
                   "extremely hazardous substance," "hazardous material,"
                   "hazardous waste," "toxic materials," "contamination" and/or
                   "pollution" within the meaning of any Environmental Law.

                   (2)  Tenant shall not use, generate, manufacture,  produce,
store, dispose, release, or discharge on, in, or under the Leased Premises or
the Project, or transport to or from the Leased Premises or the Project, any
Hazardous Materials or allow any other person or entity to do so except with the
consent of Landlord. Tenant covenants that its use of and activities on the
Leased Premises or Building will be and remain in full compliance with the
conditions of Landlord's consent and all Environmental Laws.

                   (3)  Tenant shall promptly notify Landlord if Tenant receives
notice of, or otherwise becomes aware of, any: (a) pending or threatened
environmental regulatory action against Tenant, the Leased Premises or the
Project; (b) claims made or threatened by any third party relating to any loss
or injury resulting from any leak, spill, release, disposal or discharge of
Hazardous Materials; or (c) release or discharge, or threatened release or
discharge, of any Hazardous Materials in, on, under or about the Leased Premises
or the Project.

                   (4)  Tenant agrees to indemnify, defend and hold Landlord,
the manager and their respective agents and employees harmless from and against
any and all liabilities, claims, demands, costs and expenses of every kind and
nature (including reasonable attorneys' fees) directly or indirectly
attributable to Tenant's failure to comply with these provisions, including
without limitation: (a) all consequential damages, and (b) the costs of any
required or necessary repair, cleanup or remediation of the Leased Premises
and/or the Project, and the preparation and implementation of any closure,
remediation or other required plan. This indemnity shall survive the termination
or expiration of this Lease.

                   (5)  Tenant shall be responsible for and shall clean up a
release or discharge of any Hazardous Materials caused solely by Tenant, or its
agents, employees or invitees on, under or about the Leased Premises, the
Project or any part thereof.

              F.   Compliance with Applicable Laws.

                   (1)  Compliance by Tenant. Notwithstanding anything in this
Lease to the contrary, Tenant shall, at its sole cost and expense, cause all
repairs and alterations made to the Leased Premises (whether structural or
nonstructural) on or after the Lease Commencement Date, to comply with all laws,
ordinances, orders, rules, regulations and requirements (including, without
limitation, the Americans With Disabilities Act, 42 U.S.C. (S)(S) 12101 et seq.,
and all regulations promulgated there under, and the Virginians With
Disabilities Act, Va. Code Ann. (S)(S) 51.5 et seq., and all regulations
promulgated there under) now or hereafter enacted, by any federal, state or
local government, board, commission, office, or any other governmental body or
bodies exercising jurisdiction over the Leased Premises (collectively, the
"Applicable Laws").

                   (2)  Compliance by Landlord. Notwithstanding anything in this
Lease to the contrary, Landlord shall cause (i) the Land; (ii) the structural
portions of the Building (including the structural portions of the Leased
Premises and the premises of other tenants of the Building, but excluding the
structural portions of the Leased Premises for which Tenant is responsible
pursuant to Paragraph 2.F(1) above); (iii) all nonstructural portions of the
Building (excluding the nonstructural portions of the Leased Premises and the
premises of other tenants of the Building); (iv) all means of access from the
Land to the Building; and (v) all means of passage within the Building
(excluding the means of passage inside the Leased Premises, means of passage
inside other tenants' premises, entrances to the Leased Premises, and entrances
to the premises of other tenants of the Building) to comply with Applicable
Laws. Notwithstanding anything in Paragraph 3.C hereof to the contrary, the cost
of the foregoing shall be included within the Common

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Area Maintenance Expenses. If Tenant's use or occupancy of the Leased Premises
requires unusual or extraordinary expenditures (as compared to the reasonable
and customary expenditures required for other tenants of the Building) in order
to cause the Land, Building, means of access and passages to comply with any or
all Applicable Laws, Tenant alone shall be responsible for the amount by which
such cost of compliance exceeds such reasonable and customary expenditures for
tenants of comparable size in comparable buildings. Such excess shall be paid by
Tenant to Landlord within thirty (30) days after Landlord submits to Tenant an
invoice therefore.

                   (3)  Indemnification by Tenant.Tenant shall indemnify and
defend Landlord and hold Landlord harmless from and against any and all
injuries, losses, damages, lawsuits, fines, actions, causes of action,
judgments, claims and expenses (including reasonable attorneys' fees and costs)
of every nature whatsoever arising from or in any way related to the failure of
Tenant, its employees, agents or contractors to comply with Paragraph 2.F(1).

                   (4)  Conflict. If any of the provisions of Paragraphs 2.F(1),
(2) or (3) conflict with any other provision of this Lease, then the provisions
of Paragraphs 2.F(1), (2) or (3) shall control.

         3.   RENT

              A.   Tenant covenants and agrees to pay to Landlord during the
Lease Term (at the place specified for notice in Section 27 below) the Base Rent
and Additional Rent without demand, deduction, set-off or counterclaim, payable
each month in advance on or before the first day of each calendar month. Base
Rent and Additional Rent, together with other amounts that are payable by Tenant
to Landlord under this Lease, are collectively referred to herein as the "Rent."
Rent for any fractional calendar month at the beginning of the Lease Term shall
be that proportion of the monthly installment, which the number of days during
such month bears to the total number of days in the month. Rent not paid within
five (5) days after the due date shall be subject to a ten percent (10%) late
charge, which late charge shall be deemed Additional Rent. Any payment of Rent
or any other sum due hereunder which is not paid within thirty (30) days of the
date such payment is due shall thereafter bear interest at a rate equal to the
lesser of (i) five percent (5%) above the prime rate of interest published on
the 30th day after the payment was due, or the closest business day thereto in
the Wall Street Journal, or (ii) the maximum rate of interest permitted by law
(the "Default Rate").

              B.   The Base Rent set forth in Paragraph 1.D shall be increased
on the first anniversary date of the Lease Commencement Date (beginning of the
second Lease Year) by an amount equal to 3% of the Base Rent and thereafter on
each anniversary date of the Lease Commencement Date by an amount equal to 3% of
the Base Rent as previously adjusted upward on the immediately preceding
anniversary date of the Lease Commencement Date.

              C.   (1)  In addition to the Base Rent, Tenant shall pay Tenant's
Share of "Common Area Maintenance Expenses," which, for purposes of this Lease,
shall be defined as all reasonable expenses relating to the Project including,
but not limited to, Building Services as set forth in Paragraph 6 below,
utilities not separately metered to individual tenants, maintenance, the cost of
all service and maintenance contracts (except where otherwise provided),
repairs, operating supplies, snow removal, landscape maintenance (including
upgrades and replacements), litter removal, tools, materials, labor for
maintenance, resurfacing, repainting, car stops on-site, security services,
re-striping of parking areas, management expenses, the portion of capital
expenditures amortized over its useful life attributable to each Lease Year
under generally accepted accounting procedures, legal and accounting fees
incurred in connection with the operation and maintenance of the Building,
Landlord's general and administrative expenses, reasonable reserves for
replacements ( Landlord agrees that it will not reserve for capital expenditure
items as defined by Generally Accepted Accounting Principles) , repairs and
contingencies, charges of any kind imposed by any governmental authority in
connection with the use and occupancy of the Project or Leased Premises
(including, without limitation, any and all license, permit and inspection
fees), any other costs and expenses incurred by Landlord in owning, maintaining
or operating the Project, and the costs of any additional services not provided
to the Project on the Lease Commencement Date but thereafter

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obtained or provided by Landlord. Common Area Maintenance Expenses shall not
include any duplicate charges for expenses and shall not include interest
expenses or depreciation. In addition to the foregoing, Tenant shall also pay
Tenant's Share of "Insurance Costs" (as hereinafter defined) and "Real Estate
Tax Expenses" (as hereinafter defined). For purposes of this Lease, "Insurance
Costs" shall be defined as all insurance expenses relating to the Project
including, but not limited to, the insurance identified in Paragraph 7.A hereof.
For purposes of this Lease, "Real Estate Tax Expenses" shall be defined as all
taxes and assessments, including, but not limited to, any B.P.O.L., rental,
sales, use or business tax (general or special, ordinary or extraordinary,
foreseen or unforeseen) assessed, levied or imposed upon the Project, or
assessed, levied or imposed upon the fixtures, machinery, equipment or systems
in, upon or used in connection with the operation of the Building, whether or
not based on or measured by the receipts of revenues from the Project (including
all taxes and assessments for public improvements or any other purpose). Real
Estate Tax Expenses shall also include all expenses incurred by Landlord in
obtaining or attempting to obtain a reduction of such taxes, rates or
assessments, including, but not limited to, reasonable legal fees. Upon written
request by Tenant, Landlord agrees to furnish Tenant with a copy of the paid
real estate tax bill. The foregoing, Common Area Maintenance Expenses, Insurance
Costs and Real Estate Tax Expenses, are hereinafter sometimes referred to
collectively as "Expenses," which Expenses shall be payable at the minimum rate
of Two and 42/100 Dollars ($2.42) per square foot of Tenant's Total Square
Footage, one twelfth (1/12) of which shall be paid each month as Additional Rent
with the Base Rent, which amount is subject to adjustment pursuant to the terms
of Paragraph 3.C (2).

                   (2)  Annually or from time to time, the Landlord may adjust
the monthly Expenses to reflect more accurately anticipated monthly Expenses.
Landlord shall give Tenant at least thirty (30) days advance notice of any such
adjustment. Payments are due on the first day of the month following the
issuance to Tenant of the revision notice at the new rate.

                   (3)  Following the close of each calendar year, Landlord
will, as soon as reasonably practicable, determine if there is a deficiency in
the amount collected for Expenses. If it is determined that a deficiency exists,
Landlord shall deliver to Tenant notice of the amount of the deficiency, if any,
between the Expenses paid and the actual Expenses incurred. Tenant shall
reimburse Landlord within thirty (30) days after notice of such deficiency.

              D.   Tenant's liability for any and all Expenses, in addition to
any other expenses, charges or costs as defined in the Lease, shall survive the
expiration of the Lease Term.

              E.   Any statement of Expenses shall be provided by Landlord to
Tenant and shall be conclusive and binding upon Tenant except in the event that
Tenant, within sixty (60) days after receipt of the statement, notifies Landlord
that it disputes the correctness of the statement and specifies the respects in
which the statement is alleged to be incorrect or unreasonable. Tenant shall
thereafter have thirty (30) days to inspect Landlord's records upon at least ten
(10) business days' notice to Landlord. Within fifteen (15) days of such
inspection, Tenant shall notify Landlord of its finding in detail. Pending the
determination of any dispute, Tenant shall pay all amounts due pursuant to the
disputed statement, but such payments shall be without prejudice to Tenant's
position. Any such inspection shall be at Tenant's expense.

              F.   No payment by Tenant or receipt by Landlord of lesser amounts
of Rent than those herein stipulated shall be deemed to be other than on account
of the earliest unpaid Rent. No endorsement or statement on any check or any
letter accompanying any check or payment as Rent shall be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such Rent or pursue any other remedy
provided under this Lease.

         4.   TENANT'S PREPAID RENT AND SECURITY DEPOSIT

         On or before the execution of this Lease, Tenant shall pay to Landlord
the Deposit and Tenant's Prepaid Rent (which shall be applied to the Rent due in
the first month or months of the

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Lease Term) as security for the faithful performance by Tenant of all of the
terms, covenants and conditions of this Lease. If Tenant fully complies with all
of the terms and conditions required of Tenant under this Lease, the Deposit
shall be refunded to Tenant upon expiration of this Lease. Landlord may, but is
not obligated to, apply a portion of the Deposit to cure any default hereunder,
and Tenant, within five (5) days following notice from Landlord, shall replenish
the amount necessary to restore the Deposit to its full amount.

         5.   UTILITIES

         Tenant shall be solely responsible for and shall promptly pay all
charges for gas, electricity, and other utilities used or consumed and metered
on the Leased Premises. Landlord shall not be liable to Tenant for any
interruption in or curtailment of any utility service, nor shall any such
interruption or curtailment constitute a constructive eviction or grounds for
rental abatement in whole or in part.

         6.   BUILDING SERVICES

         Landlord agrees to maintain all parking and exterior areas and to
maintain and repair the exterior, the structural portions and the roof of the
Building (collectively, the "Building Services"). Landlord shall not be liable
in any event, nor shall Rent be abated, because of an interruption in Building
Services.

         7.   INSURANCE; INDEMNITY

              A.   Landlord shall secure and maintain throughout the Lease Term
insurance in amounts and form within Landlord's reasonable discretion and
customary for landlords of similar projects to carry including:

                   (1)  Fire and casualty insurance, with extended coverage
endorsement attached, in the amount of the full replacement value of the
Building;

                   (2)  Commercial general liability insurance (including bodily
injury and property damage insurance) with respect to the Project but not to the
Leased Premises or other tenant occupied space;

                   (3)  Rental Abatement Insurance against loss of rent in case
of fire or other casualty.

                   Landlord may, but is not obligated to, purchase such other
insurance customarily purchased from time to time by owners and managers of
similar buildings in the Northern Virginia area. Notwithstanding the provisions
of Paragraph 7.A(2) above, Landlord may charge Tenant any excess cost of the
insurance described in this Paragraph 7.A charged by the insurance carrier due
to the particular use of the Leased Premises by Tenant.

              B.   Tenant shall, at its own expense, procure and maintain
throughout the term of this Lease:

                   (1)  Commercial general liability insurance without
deductible insuring Tenant's activities with respect to the Leased Premises
against loss, damage or liability for personal injury or death, damage to
property or commercial loss occurring on or about the Leased Premises, in
amounts no less than:

                        (a)  One Million and 00/100 Dollars ($1,000,000) with
                             respect to personal injury or death to any one
                             person;

                        (b)  Five Million and 00/100 Dollars ($5,000,000) with
                             respect to personal injury or death arising out of
                             any one occurrence;

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                        (c)  One Million and 00/100 Dollars ($1,000,000) with
                             respect to property damage arising out of any one
                             occurrence;

                   (2)  Workers' compensation insurance in at least the
statutory amounts with respect to any work or other operations in or about the
Leased Premises;

                   (3)  Any other form or forms of insurance that Landlord or
any mortgagee of Landlord may reasonably require and such other insurance in
form, amounts and for insurance risks as a prudent tenant operating a similar
business would maintain to protect itself.

              Landlord and Landlord's mortgagee, if required by the Mortgagee,
shall be named as additional insureds under such insurance and such insurance
shall be primary and non-contributing with any insurance carried by Landlord.
The liability insurance policy shall contain endorsements requiring thirty (30)
days notice to Landlord prior to any policy cancellation or any reduction in the
amount of coverage of such insurance. Tenant shall deliver to Landlord, as a
condition precedent to its taking occupancy of the Leased Premises (but not to
its obligation to pay Rent), a certificate (or certificates) evidencing such
insurance. Tenant, as a material part of the consideration to be rendered to
Landlord under this Lease, hereby waives all claims against Landlord for injury
to Tenant, its agents, employees, invitees or third persons in or about the
Leased Premises from any cause arising at any time, except those which arise
because of the gross negligence or willful misconduct of Landlord, its agents or
employees.

              C.   Tenant shall indemnify, defend and hold harmless Landlord,
its members, partners, shareholders, officers, agents, employees and assigns,
from and against any and all injuries, losses, damages, lawsuits, actions,
causes of action, judgments, claims and expenses (including reasonable
attorneys' fees and costs, whether or not suit is actually brought) of every
nature whatsoever arising from Tenant's use of the Leased Premises, or the
Project; the conduct of Tenant's business therein; the addition by Tenant of any
improvements thereto; any activity, work or action done, permitted or suffered
by Tenant in or about the Leased Premises, or the Project; any breach or default
in the performance of any of Tenant's obligations under this Lease; or any act,
neglect, fault or omission of Tenant or of its agents, employees, invitees or
licensees (collectively, "Tenant's Invitees"). This indemnity shall survive the
termination or expiration of this Lease.

              D.   All personal property of Tenant located in the Leased
Premises or in the Project shall be at the sole risk of Tenant. Landlord shall
not be liable for any damage thereto or for the theft or misappropriation
thereof, unless such damage, theft or misappropriation is directly attributable
to the gross negligence or willful misconduct of Landlord, its agents or
employees. Except as otherwise provided herein, Tenant hereby expressly releases
Landlord from any liability incurred or claimed by reason of damage to Tenant's
property. Landlord shall not be liable in any manner, nor shall this Lease be
affected, for conditions arising or resulting from construction on contiguous
premises.

              E.   Landlord shall not be liable in any manner to Tenant or
Tenant's employees, agents and invitees for any injury or damage to them or
their property caused by the criminal or intentional misconduct of third parties
and all claims against Landlord for any such damage or injury are hereby
expressly waived by Tenant except in the case of Landlord's gross negligence or
willful misconduct. Tenant hereby agrees to hold harmless and indemnify Landlord
from all damages and expenses of defending claims made by Tenant's invitees
arising out of acts by third parties.

         8.   WAIVER OF SUBROGATION

         Tenant and Landlord each releases and relieves the other and waives its
entire right of recovery against the other for loss or damage arising out of or
incident to the perils of fire, explosion or any other perils or casualty
whether due to the negligence of either party, their agents, employees, invitees
or others, except for loss or damage caused by a violation of an Environmental
Law or by Hazardous Materials or loss covered by Workers Compensation Insurance.

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         9.   REPAIRS

         Tenant agrees to maintain the Leased Premises in a neat, clean and
sanitary condition and to keep the Leased Premises in good repair. Such
maintenance and repair shall be at the sole cost of Tenant and shall include,
but not be limited to, the maintenance and repair of heating, ventilation, air
conditioning, electrical, lighting and plumbing systems, floor coverings,
ceilings, walls, front and rear doors, and all glass at the Leased Premises.
Tenant shall maintain a full service parts and labor maintenance contract
through a reputable heating, ventilation and air conditioning contractor during
the Lease Term and any and all extensions thereof and shall provide copies to
the Landlord of all such maintenance contracts within thirty (30) days of the
Lease Commencement Date and upon each renewal or commencement of a new contract.
If Tenant fails to maintain or keep the Leased Premises in good repair, and
Tenant fails to promptly commence and diligently pursue such repair following
notice from Landlord, Landlord may perform maintenance and repairs, and the cost
thereof shall constitute Additional Rent payable by Tenant within ten (10) days
of notice by Landlord to Tenant that such Additional Rent is due and payable.

         10.  TENANT'S PROPERTY

              A.   Furnishings, fixtures and equipment installed by Tenant shall
be the property of Tenant, subject to Section 23 below. Upon termination of this
Lease, if Tenant is not in default, Tenant may remove any such property, and,
regardless of default, Tenant shall remove any property if so directed by
Landlord. If Tenant fails to remove such property by the date of termination or
expiration of the Lease, the remaining personal property and fixtures of Tenant
shall be deemed abandoned. Thereafter, Landlord may remove such property of
Tenant and Landlord shall not be liable for any loss or damage to such property,
which may occur during Landlord's removal thereof. Tenant shall be liable for
all expenses incurred by Landlord by removal, storage, sale and/or disposal of
Tenant's personal property and fixtures and agrees to indemnify and hold
harmless Landlord from all such expenses. At the termination or expiration of
the Lease, Tenant shall repair the Leased Premises to the same condition as when
the Lease Term commenced, ordinary wear and tear excepted, or reimburse Landlord
for the cost of so repairing the Leased Premises.

              B.   Tenant shall be liable for and shall pay before delinquency
all taxes levied against any personal property or fixtures placed by Tenant in
or about the Building or the Leased Premises. If any such taxes on Tenant's
personal property or fixtures are levied against Landlord or Landlord's property
or if the assessed value of the Project is increased by the inclusion therein of
a value placed upon personal property or fixtures of Tenant, Tenant shall, upon
demand, reimburse Landlord for the amount of the taxes levied against Landlord
or Landlord's Property resulting from such increase in the assessment. Tenant
shall have the right, at Tenant's sole cost and expense, to bring suit to
recover the amount of any such taxes paid under protest, and any amount
recovered to the extent previously paid by Tenant shall belong to Tenant.

         11.  IMPROVEMENTS AND ALTERATIONS BY TENANT

         On and after the Commencement Date, Tenant may not make any
improvements or alterations to the Leased Premises without Landlord's prior
written approval. All improvements or alterations by Tenant shall be performed,
at Tenant's expense, in compliance with applicable building codes and local
ordinances and must be in conformity with plans and specifications approved by
Landlord. If requested by Landlord, Tenant will post a bond or other security
satisfactory to Landlord to protect Landlord against liens arising from work
performed for Tenant. All work shall be performed in a good and workmanlike
manner with materials (where not specifically described in the specifications)
of the quality and appearance comparable to those in the Building, and such work
shall become the property of the Landlord. If Tenant desires to improve or alter
the Leased Premises and Landlord gives its written consent to such improvements
or alterations, then, at Landlord's option, Tenant shall contract with Landlord
for the construction of such improvements or alterations. Tenant agrees to
indemnify, defend and hold Landlord harmless from and against any and all
losses, liabilities, costs, damages, expenses, claims and judgments

                                        8

<PAGE>

including, without limitation, reasonable attorneys' fees incurred by Landlord
due to mechanics' liens encumbering the Project or the Leased Premises or by
reason of the performance of work on the Leased Premises at any time by Tenant
or Tenant's agents, employees or contractors. Tenant represents and warrants
that Tenant will maintain sufficient insurance to cover Tenant's indemnification
under this Section 11. The comprehensive general liability insurance for Tenant
or Tenant's agents or contractors shall be written on an occurrence basis with
liability of not less than One Million and 00/100 Dollars ($1,000,000) per
occurrence. Tenant shall notify its contractors and agents (i) to maintain
without interruption liability insurance covering their actions and the actions
of their employees and agents and (ii) that any work performed at the request of
Tenant relating to the Leased Premises shall not be regarded as work performed
for the owner of the Leased Premises and shall not entitle the person performing
such work to place any mechanics' liens on the Leased Premises or create any
other rights for such third parties against Landlord.

         12.  CASUALTY

         If the Leased Premises or the Building are destroyed or damaged by
fire, earthquake or other casualty in whole or in part, then Landlord shall give
notice to Tenant, within forty five days of the damage or destruction of the
Building and/or the Leased Premises, of Landlord's intention to restore the
Leased Premises. If Landlord decides not to rebuild and restore the Building,
this Lease shall be terminated as of the date of such notice. If Landlord
decides to rebuild the Building, Landlord shall proceed with reasonable
diligence to rebuild and restore the Leased Premises or such part thereof, which
has been destroyed or damaged. During the period of such rebuilding and
restoration, the Rent shall be abated from the date of casualty in the same
ratio as the square footage in the portion of the Leased Premises that is
untenantable bears to the entire Leased Premises. If Landlord reasonably
determines that such destruction or damage cannot be repaired within two hundred
seventy (270) days from the date of notice, Landlord shall inform Tenant of that
determination in the aforesaid notice. In such event, either Landlord or Tenant
may, within twenty (20) days after such notice, terminate this Lease. If neither
party terminates the Lease during the twenty (20) day period, this Lease shall
remain in effect and Landlord shall diligently proceed to repair or reconstruct
the Leased Premises and Rent shall abate as set forth above.

         13.  SUBLETTING AND ASSIGNMENT

              A.   Tenant will not sublet all or any part of the Leased Premises
or transfer possession or occupancy thereof to any person, firm or entity or
transfer or assign this Lease without the prior written consent of Landlord,
which consent may not be withheld unreasonably by Landlord. No subletting or
assignment hereof shall be effected by operation of law or in any other manner
except with the prior written consent of Landlord. If Tenant is a corporation,
other than a public corporation (one whose voting stock is listed on a national
securities exchange as defined in the Securities Exchange Act of 1934), then the
sale, issuance or transfer of any voting capital stock of Tenant, by the person,
persons or entities owning a controlling interest therein as of the date of this
Lease or which results in a change in the voting control of Tenant, shall be
deemed to be an assignment of this Lease within the meaning of this Section 13.
If Tenant is a partnership or a limited liability company, the sale or transfer
of all or a part of the partnership share of any general partner or a member's
interest shall be deemed to be an assignment of this Lease within the meaning of
this Section 13. Tenant further agrees that any permitted subletting of the
Leased Premises shall be subject to the provisions of Paragraph 13.C below.
Tenant shall promptly pay to Landlord at the time consent is requested the
estimated amount of Landlord's reasonable costs and expenses to be incurred in
connection with the review of the assignment or sublease including, but not
limited, to reasonable attorneys' fees and costs and Tenant shall be responsible
for payment of all such actual and reasonable costs upon completion of such
review. Any subletting or assignment consented to by Landlord shall be evidenced
in writing in a form reasonably acceptable to Landlord. Consent by Landlord to
any assignment or subletting by Tenant shall not operate as a waiver of the
necessity for obtaining Landlord's consent in writing to any subsequent
assignment or subletting nor shall the collection or acceptance of rent from any
such assignee, subtenant or occupant constitute a waiver or release of Tenant of
any covenant or obligation contained in this Lease. Tenant hereby assigns to
Landlord the rent due from any subtenant of Tenant and hereby authorizes each
such subtenant to

                                        9

<PAGE>

pay such rent directly to Landlord upon notice from Landlord that Tenant is in
default of this Lease.

              B.   Tenant shall give to Landlord notice of Tenant's desire to
sublease or assign the Lease together with relevant financial and general
information about the potential subtenant or assignee and an assignment or
sublease executed by all parties but Landlord in order to secure Landlord's
written consent. Within thirty (30) days of receipt of said notice, Landlord
shall have the right (i) to consent to the proposed sublease or assignment with
or without conditions, (ii) to reject the proposed sublease or assignment, (iii)
to terminate this Lease and to enter into a new lease with Tenant for the
portion of the Leased Premises Tenant retains upon terms to be mutually agreed
upon, or (iv) to sublease from Tenant at the same rental rate and subsequently
to re-let that portion of the Leased Premises that Tenant desires to relinquish.
If Landlord exercises its right to terminate this Lease, Tenant agrees that
Landlord shall have access to the applicable portion of the Leased Premises at
least thirty (30) days prior to the effective date of termination for remodeling
or redecorating purposes.

              C.   If Landlord does not exercise its right to terminate this
Lease and Landlord has granted its written consent, then Tenant may sublet all
or a portion of the Leased Premises. Any rent accruing to Tenant as a result of
such sublease which exceeds the proportionate share of Rent then being paid by
Tenant for the area of the Leased Premises being sublet, shall be paid by Tenant
to Landlord monthly, as Additional Rent.

              D.   In the event of any subletting of the Leased Premises or
assignment of this Lease by Tenant, with or without Landlord's consent, Tenant
shall remain liable to Landlord for payment of the Rent stipulated herein and
all other covenants and conditions contained herein.

         14.  LIENS AND INSOLVENCY

         Tenant shall keep the Leased Premises, and the Project free from liens
arising from work performed for, materials furnished to, or obligations incurred
by Tenant. If at any time a lien or encumbrance is filed or recorded against the
Leased Premises, or the Project as a result of the Tenant's failure to pay any
obligations, Tenant shall promptly discharge such lien or encumbrance. If such
lien or encumbrance has not been removed within fifteen (15) days from the date
it is filed or recorded against the Leased Premises, or the Project, Tenant
agrees to post a bond or other security satisfactory to Landlord to discharge
the lien, or deposit with Landlord funds in an amount equal to one hundred fifty
percent (150%) of the amount of the lien until such lien is discharged. If
Tenant becomes insolvent, voluntarily or involuntarily bankrupt, or if a
receiver, assignee or other liquidating officer is appointed for Tenant or to
supervise any of Tenant's property, then Landlord shall have the right to
terminate this Lease at any time by thirty (30) day notice to Tenant.

         15.  CONDEMNATION

         If the whole or any part of the Leased Premises shall be taken under
the power of eminent domain or sold under threat thereof to any public authority
or private entity having such power, this Lease shall terminate as to the part
of the Leased Premises so taken or sold, effective as of the date possession is
delivered to such authority or entity. Rent for the remainder of the Lease Term
shall be reduced in the proportion that the total square footage of the Leased
Premises that is taken bears to the remainder of the Leased Premises that is not
taken. If a partial taking or sale (i) substantially reduces the area of the
Leased Premises, resulting in a substantial inability of the Tenant to use the
Leased Premises for Tenant's business purposes, or (ii) renders the Building
unviable commercially to Landlord (in such case as determined by Landlord in its
sole but reasonable judgment), Tenant (in the case of (i)) and Landlord (in the
case of (ii)) may terminate this Lease by notice to the other party within
thirty (30) days after the terminating party receives a written notice of the
portion to be taken or sold. Such termination shall be effective at the time
when the property is taken or sold. Tenant shall have no claim against Landlord
or the condemning authority for any portion of the condemnation award or
settlement paid for the value of any unexpired term of this Lease. All such
condemnation awards and similar payments shall be paid to and belong to
Landlord. Tenant may make a separate claim against the condemning authority for
a separate award or payment for the

                                       10

<PAGE>

value of Tenant's fixtures, for relocation costs, and for consequential damages
allowed by law (except for the loss of the leasehold interest), provided that
such awards do not reduce Landlord's award.

         16.  CONSTRUCTION OF LEASED PREMISES AND OCCUPANCY

              A.   Landlord shall tender the Leased Premises to Tenant on the
Lease Commencement Date in its currently existing condition (hereafter "AS IS").
Tenant shall be responsible for obtaining all permits or licenses necessary for
its lawful occupancy of the Leased Premises, including the non-residential use
permit. On or immediately following the Lease Commencement Date, Landlord and
Tenant shall execute a declaration of delivery acknowledging the Lease
Commencement Date and the expiration date in the form attached hereto as Exhibit
E.

              B.   If Landlord is unable to tender possession of the Leased
Premises on the Lease Commencement Date because (i) the Leased Premises are
located in a building that is being constructed but is not sufficiently
completed to make the Leased Premises ready for occupancy; (ii) repairs,
improvements or decoration of the Leased Premises have not been completed; (iii)
a tenant is holding over or has otherwise retained possession beyond lease
termination; or (iv) any other reason beyond the control of Landlord, Landlord
shall not be subject to any liability for the failure to tender possession of
the Leased Premises to Tenant on the Lease Commencement Date. In the case of
holding over, provided Landlord shall promptly institute suit for recovery of
the Leased Premises and diligently pursue the same, Landlord shall have no
responsibility for any delay in tendering possession of the Leased Premises to
Tenant. Under such circumstances the Rent shall not commence until possession of
the Leased Premises is tendered to Tenant. No such failure to give possession on
the Lease Commencement Date shall in any other respect affect the validity of
this Lease or the obligation of Tenant hereunder, or be construed to extend or
reduce the Lease Term. If permission is given to Tenant to enter into the
possession of the Leased Premises prior to the Lease Commencement Date, Tenant
covenants and agrees that such occupancy shall be under all the terms,
covenants, conditions and provisions of this Lease except those specifically
excluded by Landlord.

         17.  CONSTRUCTION CONDITIONS

         With respect to construction of the Tenant Improvements, the parties
agree that:

              A.   If Landlord does not construct the Tenant Improvements,
Landlord will tender possession of the Leased Premises to Tenant "AS IS" and the
Lease Commencement Date and the commencement of the obligation to begin paying
Rent shall be immediately upon the tender of possession of the Leased Premises.
All improvements and alterations constructed on or after the Lease Commencement
Date must comply with Section 11 of this Lease.

              B.   Tenant, its employees, contractors, agents and invitees shall
not have any claim against Landlord for any personal injury or property damage
arising during or from construction.

         18.  RULES AND REGULATIONS

         Tenant covenants that Tenant and its agents, employees, invitees, or
those claiming under Tenant will at all times observe, perform and abide by the
Rules and Regulations attached to this Lease as Exhibit C or such other rules
and regulations as may be reasonably promulgated by Landlord from time to time.

         19.  PARKING

         Tenant and its employees, agents and invitees shall have the
non-exclusive right to use the Authorized Number of Parking Spaces (set forth in
Paragraph 1.J) during the Lease Term, pursuant to the rules and regulations
relating to parking adopted by Landlord from time to time. Tenant agrees to
cooperate with Landlord and other tenants in the use of parking facilities.
Landlord may, at

                                       11

<PAGE>

its own discretion, change the location and nature of the parking spaces
available to Tenant, its employees, agents and invitees, and Landlord may
restrict Tenant parking to specific parking spaces, provided that after such
change there shall be available to Tenant and its employees, agents and invitees
the same number of spaces as available before the change.

         Tenant shall not allow parking, standing, or unloading of vehicles
which blocks traffic in the common driveway that services the Leased Premises
and other adjoining premises owned by the Landlord. In the event that a vehicle
owned by the Tenant, Tenant's employees, agents, or invitees, a supplier of the
Tenant, or an independent freight carrier company making delivery to Tenant,
blocks the common driveway, Tenant irrevocably authorizes Landlord to have these
vehicles or other obstructions removed at Tenant's expense, and, in addition,
Tenant agrees to indemnify and hold harmless Landlord from any claim made by any
party in connection with such removal.

         Any vehicle on the parking lot that is unlicensed or in a state of
disrepair will be towed at the owner's expense, and Tenant agrees to indemnify
and hold harmless Landlord from any claim made by any party in connection with
such removal. Vehicle repairs are not permitted in the parking areas of the
Project. The parking lot shall be utilized only for business parking related to
tenants' occupancy.

         Tenant shall not store any items in the parking facilities or dispose
of any trash therein. Any such storage or trash for which Tenant, its employees,
invitees, or agents are responsible will be removed by Landlord at Tenant's
expense.

         20.  ACCESS

         Tenant shall permit Landlord, upon reasonable advance notice, to enter
the Leased Premises at reasonable times for the purpose of inspecting, altering
and repairing the Leased Premises and for ascertaining compliance by Tenant with
the provisions of this Lease. Notwithstanding the aforesaid, Landlord may enter
the Leased Premises in case of emergency. With advance notice, Landlord may show
the Leased Premises to prospective purchasers, lenders or tenants at reasonable
times, provided that Landlord shall not unreasonably interfere with Tenant's
business operations.

         21.  SIGNS

         Signs and symbols shall not be placed in the doors or windows or
elsewhere upon or about the Leased Premises or the Building without the prior
written approval of the Landlord. Any signs or symbols, which have been placed
upon or about the Leased Premises or the Building by or on behalf of Tenant
without such approval, may be removed by Landlord at Tenant's expense. Upon
termination of Tenant's tenancy, all signs installed by or on behalf of Tenant
shall be removed, and any damage resulting there from shall be promptly repaired
at Tenant's expense.

         22.  TENANT'S DEFAULT

         It shall be an "Event of Default" if (i) Tenant fails to pay within ten
(10) days of when due any Rent or any other charge or payment required of Tenant
hereunder (although no legal or formal demand has been made therefore); (ii)
Tenant violates or fails to perform any of the conditions, covenants, terms or
agreements in this Lease except those described in (i) and such violation or
failure continues for a period of fifteen (15) days after notice thereof to
Tenant by Landlord; (iii) Tenant makes a general assignment for the benefit of
its creditors, or files a petition for bankruptcy or other reorganization,
liquidation, dissolution or similar relief; (iv) a proceeding is filed against
Tenant seeking any relief mentioned in (iii) above; (v) a trustee, receiver or
liquidator is appointed for Tenant or a substantial part of its property; (vi)
Tenant vacates or abandons the Leased Premises and does not continue to pay Rent
currently (an absence of substantial activity by Tenant in the Leased Premises
for more than seven (7) consecutive days shall constitute such abandonment); or
(vii) Tenant mortgages, assigns or otherwise encumbers its leasehold interest
without the prior written consent of Landlord. If an Event of Default occurs, at
the option of Landlord, the Lease shall continue, or the Lease shall cease and
terminate. This Lease shall operate as a notice to quit, or of

                                       12

<PAGE>

Landlord's intention to reenter the Leased Premises, such notices being hereby
expressly waived, and Landlord may proceed to recover possession under and by
virtue of the provisions of the laws of Virginia or by such other proceedings,
including reentry and possession, that may be available to Landlord. If Landlord
elects to terminate this Lease, the obligations herein to be performed by
Landlord shall cease without prejudice, subject, however, to the right of
Landlord to recover from Tenant all Rents and other charges accrued up to the
time of termination or recovery of possession by Landlord, whichever is later.
If this Lease is terminated before the expiration of the Lease Term by reason of
an Event of Default, the Leased Premises may be re-let by Landlord for such rent
and upon such terms as Landlord is able to reasonably obtain, and, if the full
Rent is not realized by Landlord, Tenant shall be liable for all damages
sustained by Landlord, including, without limitation, the deficiency in Rent,
reasonable attorneys' fees, collection and repossession costs and all expenses
of placing the Leased Premises in rentable condition and leasing the Leased
Premises (including commissions, tenant improvements and concessions, etc.). If
the Landlord takes possession of the Leased Premises pursuant to this Lease,
Landlord may in its own name but, as agent for Tenant, re-let the Leased
Premises for such term or terms and on such conditions as Landlord, in its
discretion may determine. Upon any re-letting by Landlord, the amount of rent
and other terms and conditions of such re-letting shall be deemed prima facie
fair and reasonable. Any damage or loss sustained by Landlord may be recovered
by Landlord, at Landlord's option, (i) at anytime; (ii) in separate actions,
from time to time, as said damage shall have been made more easily ascertainable
by re-letting or otherwise; (iii) be deferred until the expiration of the Lease
Term, in which event the cause of action shall not be deemed to have accrued
until the date of expiration of said Lease Term; or (iv) if Landlord after
attempting to get a new tenant is unable to find a new tenant for the Leased
Premises within one hundred twenty (120) days from termination of this Lease,
Tenant shall pay Landlord the present value (discounted at 10%) of all the Base
Rent due for the remainder of the Lease Term (as if there had been no
termination for cause) as liquidated damages and not as a penalty subject to a
credit or credits for all net income (income less expenses) received by Landlord
from a tenant for occupancy during the Lease Term of Tenant. The provisions
contained in this Section 22 shall be in addition to and shall not prevent the
enforcement of any claim Landlord may have against Tenant. All rights and
remedies of Landlord under this Lease shall be cumulative and shall not be
exclusive of any other rights and remedies provided to Landlord under applicable
law.

         23.  REMOVAL OF PROPERTY

              A.   Upon termination or expiration of the Lease, Landlord has the
option to require Tenant to remove any or all of the improvements or alterations
made for and by Tenant, including any made during the period from execution of
this Lease through the Lease Term including the Tenant Improvements.

              B.   Any improvements to the Leased Premises installed by Tenant
shall, at Landlord's election upon any default of Tenant hereunder or the
termination or expiration of this Lease, become the property of Landlord.

              C.   In the event of removal by Tenant of any improvements and/or
alterations, Tenant is obligated to repair the Leased Premises to its condition
prior to the improvements and/or alterations, less wear and tear.

              D.   If, upon default by Tenant or termination or expiration of
this Lease, Landlord enters or takes possession of the Leased Premises, Landlord
shall have the right, but not the obligation, to remove from the Leased Premises
all personal property of Tenant located therein and to store such property in
any place selected by Landlord, including, but not limited to, a public
warehouse, at the expense and risk of the owners thereof.

         24.  QUIET ENJOYMENT, INABILITY TO PERFORM

              A.   For so long as Tenant pays all Rent and performs each and
every agreement, covenant and condition required of Tenant under this Lease,
Tenant shall quietly enjoy the Leased Premises subject to the terms, covenants
and conditions of this Lease and the Superior Instruments

                                       13

<PAGE>

(as defined in Section 33 below).

              B.   This Lease and the obligation of Tenant to pay Rent and to
perform all of the agreements, covenants and conditions shall not be affected,
impaired or excused because Landlord, due to unavoidable delay, is unable to
fulfill any of its obligations under this Lease, unable to supply or is delayed
in supplying any service or product expressly or impliedly to be supplied, or
unable to make or is delayed in making any repairs, replacements, additions,
alterations or decorations.

         25.  HOLD OVER TENANCY

         If Tenant fails to surrender possession of the Leased Premises upon the
expiration or earlier termination of the Lease Term, Tenant shall become a
tenant at sufferance, at a rental rate equal to one and one-half (1 1/2) times
the annual Base Rent in effect on the date of the expiration of the Lease Term
and subject to the agreement, covenants and conditions of this Lease. Occupancy
for one day or more in any month shall create an obligation upon Tenant to pay
Rent and Additional Rent for the entire month. The occupancy will terminate on
the last day of the month, which is at least thirty (30) days after the date
upon which notice is given. Acceptance by Landlord of Rent after such expiration
or earlier termination date shall not constitute a renewal of the Lease Term. If
Tenant fails to surrender the Leased Premises upon the expiration of this Lease,
Tenant shall be liable to Landlord for all resulting damages, including
consequential damages, and Tenant agrees to indemnify and hold Landlord harmless
from all injury, loss, claims, expenses and liability, including without
limitation any claims made by any succeeding tenant (including reasonable
attorneys' fees) resulting from such failure to surrender.

         If Landlord re-lets the Leased Premises to a new lessee and the term of
such new lease commences during the period for which Tenant holds over, Landlord
shall be entitled to recover from Tenant any and all costs, expenses, legal
expenses, attorneys' fees and costs, damages, loss of profits or any other costs
incurred by Landlord as a result of Tenant's failure to deliver possession of
the Leased Premises to Landlord when required under this Lease.

         26.  ATTORNEYS' FEES AND WAIVER OF JURY TRIAL

              A.   If, because of a breach of this Lease, Landlord refers this
Lease to an attorney or if Landlord brings suit for the possession of the Leased
Premises and/or for the recovery of any sum due under this Lease or for any
other relief against Tenant hereunder, then all costs and expenses (including
reasonable attorneys' fees and costs) incurred by Landlord in connection
therewith shall be paid by Tenant, which obligation shall be deemed to have
accrued on the date of referral to such attorney and shall be enforceable
whether or not any action is prosecuted to judgment.

              B.   If Landlord is named as a defendant in any suit brought in
connection with, arising out of, or related to Tenant's occupancy of the
Building or the Leased Premises, Tenant shall pay to Landlord all of Landlord's
costs and expenses incurred in such suit, including reasonable attorneys' fees
and costs.

              C.   Landlord and Tenant each hereby waive trial by jury in any
action, proceeding or counterclaim brought against the other in connection with
any matter arising out of or in any way related to this Lease, the relationship
of Landlord and Tenant hereunder, Tenant's use or occupancy of the Leased
Premises, and/or any claim of injury or damage occurring on the Land or within
the Building.

         27.  NOTICES AND RENT PAYMENTS

         All notices required by this Lease shall be in writing and shall be
sent by certified mail or registered mail, return receipt requested, or by
personal or overnight delivery with receipt of

                                       14

<PAGE>

delivery, to Landlord, Flint Lee Road, LLC, c/o Cecil Pruitt, Jr., Manager, P.O.
Box 179, White Post, Virginia, 22663, with a copy to Maitresse Management
Company, 14101-D Willard Road, Chantilly, Virginia 20151 and to Tenant at 960
Turnpike Street, Canton, MA 02021 to the attention of Mr. Greg Kober, or to such
other addresses as may hereafter be designated by either party by notice.
Notices shall be deemed to have been received as of the date of receipt or
refusal if by personal or overnight delivery. In addition, all Rent and such
other sums as required to be paid to Landlord pursuant to the terms of this
Lease shall be made payable to Flint Lee Road, LLC and ;mailed, U.S. Mail, to
Maitresse Management Company, 14101-D Willard Road, Chantilly, Virginia 20151,
or such other address as designated by Landlord.

         28.  LIMITATION OF LANDLORD'S LIABILITY

         The obligations of Landlord under this Lease do not constitute personal
obligations of the individual partners, members, directors, officers or
shareholders of Landlord, and Tenant agrees to seek recourse, if any, solely
against Project, which is the subject of this Lease. Actions against other
assets of the Landlord or its partners, members, directors, officers, or
shareholders for satisfaction of any liability with respect to this Lease
constitutes a breach of the Lease. Tenant agrees not to seek recourse against
the individual partners, members, directors, officers or shareholders of
Landlord or any of their personal assets for claims arising from this Lease.
Landlord shall not be liable for any damage, delay or default which results from
any cause outside the reasonable control of Landlord including, but not limited
to, floods, hurricanes, strikes, labor troubles and other acts of God.

         29.  LANDLORD'S RESERVED RIGHTS

         Without notice and without liability to Tenant except as otherwise
provided herein, Landlord shall have the right to:

              A.   Change the name or street address of the Building.

              B.   Install and maintain signs on the exterior of the Building in
a reasonable manner.

              C.   Make reasonable rules and regulations as, in the judgment of
Landlord, may from time to time be needed for the safety of tenants, the care
and cleanliness of the Building and the preservation of good order in the
Building and on the Land. Tenant shall be notified promptly of changes to the
rules and regulations.

              D.   Grant utility or other easements or re-plat, subdivide or
make such other changes in the legal status of the Land, as Landlord shall deem
necessary, provided such grant or changes do not materially interfere with
Tenant's use of the Leased Premises as provided under this Lease.

              E.   Sell the Project and assign this Lease and the Deposit to the
purchaser and upon such assignment be released from all of its obligations
hereunder.

         30.  ESTOPPEL CERTIFICATES

         Within ten (10) days after request therefore by Landlord, its agents,
successors, or assigns, Tenant shall deliver, in recordable form, a certificate
to any proposed mortgagee or purchaser, or to Landlord, together with a true and
correct copy of this Lease, certifying that this Lease is in full force and
effect with or without modification as the case may be, the amount (if any) of
Tenant's Prepaid Rent and Deposit, that Landlord has performed all of its
obligations under this Lease and that there are no defenses, counterclaims,
deductions, offsets or other excuses for Tenant's non-performance under this
Lease, and any other fact reasonably requested by Landlord or such proposed
mortgagee or purchaser. If Tenant fails to execute and deliver to Landlord an
Estoppel certificate as and when required by this Section 30, Landlord shall be
entitled to execute such certificate on Tenant's behalf, and Tenant hereby
appoints Landlord as Tenant's attorney-in-fact for such purpose,

                                       15

<PAGE>

with full power and authority to execute, acknowledge, certify and deliver such
certificate on behalf of Tenant, stating that: (i) this Lease is in full force
and effect, without modification except as may be represented by Landlord; (ii)
there are no uncured defaults in Landlord's performance and Tenant has no right
to offset, counterclaim, defenses or deduction against Rent or the Landlord
hereunder; (iii) no more than one month's Rent has been paid in advance; and
(iv) the amount of the Deposit held by Landlord is as represented by Landlord.

         31.  ACCORD AND SATISFACTION

         No receipt and retention by Landlord of any payment tendered by Tenant
in connection with this Lease will give rise to or support or constitute an
accord and satisfaction, notwithstanding any accompanying statement, instrument
or other assertion to the contrary (whether by notation on a check or in a
transmittal letter or otherwise). Landlord may receive or retain, absolutely and
for itself, any and all payments so tendered, notwithstanding any accompanying
instructions by Tenant to the contrary. Landlord will be entitled to treat any
such payments as being received on account of any item or items of Rent,
interest, expense or damage due in connection herewith, in such amounts and in
such order as Landlord may determine in its reasonable opinion.

         32.  WAIVER

         No assent or consent to changes in or waiver of any part of this Lease
shall be deemed or taken as made, unless in writing and attached hereto and
endorsed by the Landlord. No covenant or term of this Lease stipulated in favor
of the Landlord shall be waived, except by express written consent of the
Landlord, whose forbearance or indulgence in any regard whatsoever shall not
constitute a waiver of the covenant, agreement or condition to be performed by
the Tenant. Until complete performance by the Tenant of such covenant, agreement
or condition, the Landlord shall be entitled to invoke any remedies available
under this Lease or by law despite such forbearance or indulgence.

         33.  SUBORDINATION

              A.   The rights of Tenant hereunder are and shall be subject and
subordinate to the lien of any mortgage or deed of trust or the lien resulting
from any other method of financing or refinancing, now or hereafter in force or
placed against the Building and Lease of which the Leased Premises are a part,
and to all advances made or hereafter to be made upon the security thereof and
to any and all renewals, modifications, consolidations, replacements, extensions
or substitutions of any such mortgage or deed of trust (the "Superior
Instruments"). Such subordination shall be automatic, without the execution of
any further subordination agreement by Tenant. If, however, a written
subordination agreement, consistent with this provision, is required by a
mortgagee or beneficiary of a deed of trust, Tenant agrees to execute,
acknowledge and deliver the same.

              B.   In the event of (a) a transfer of Landlord's interest in the
Project, (b) the termination of any ground or underlying lease of the Project,
or (c) the purchase or other acquisition of the Project or Landlord's interest
therein in a foreclosure sale of by deed in lieu of foreclosure under any
mortgage or pursuant to a power of sale contained in any mortgage, then in any
of such events Tenant shall, at the request of Landlord or Landlord's successor
in interest, attorn to and recognize the transferee or purchaser of Landlord's
interest or the lessor under the terminated ground or underlying lease, as the
case may be, as Landlord under this Lease for the balance of the Lease Term, and
thereafter this Lease shall continue as a direct lease between such person, as
"Landlord", and Tenant, as "Tenant", except that such lessor, transferee or
purchaser shall not be liable for any act or omission of Landlord before such
lease termination or before such person's succession to title, nor be subject to
any offset, defense or counterclaim accruing before such lease termination or
before such person's succession to title, nor be bound by any payment of Rent or
Additional Rent for more than one month in advance of such lease termination or
before such person's succession to title. Tenant shall, within ten (10) days
after request by Landlord or the transferee or purchaser of Landlord's interest
or the lessor under the terminated ground or underlying lease, as the case may
be, execute and deliver an instrument or instruments confirming the foregoing
provisions of the Section.

                                       16

<PAGE>

Tenant hereby waives the provisions of any present or future law or regulation
which gives or purports to give Tenant any right to terminate or otherwise
adversely affect this Lease, or the obligations of Tenant hereunder, upon or as
a result of the termination of any such ground or underlying lease or because of
any foreclosure, deed in lieu or similar sale.

              C.   Any mortgagee of Landlord, or purchaser of the Leased
Premises, or beneficiary of a deed of trust, shall be relieved and released from
any obligation to return a security deposit in the event such mortgagee,
beneficiary of a deed of trust, or purchaser comes into possession of the Leased
Premises by reason of foreclosure or trustee's sale (including deed in lieu
thereof). Such release does not relieve Landlord of any obligation to return the
security deposit.

         34.  TIME

         Time is of the essence hereof.

         35.  BROKER'S INDEMNIFICATION

         As part of the consideration for the granting of this Lease, the Tenant
represents and warrants to the Landlord that no broker or agent negotiated or
was instrumental in negotiating or consummating this Lease except the Broker of
Record, and Tenant agrees to indemnify Landlord against any loss, expense, cost
or liability incurred by Landlord as a result of a claim by any other broker or
finder claiming through Tenant. Landlord agrees to compensate the Broker of
Record in accordance with a separate agreement.

         36.  ANTICIPATORY REPUDIATION

         If, prior to the commencement of the Lease Term, Tenant notifies
Landlord of or otherwise unequivocally demonstrates an intention to repudiate
this Lease, Landlord may, at its option, consider such anticipatory repudiation
a breach of this Lease. In addition to any other remedies available to it
hereunder or at law or in equity, Landlord may retain all Rent paid upon
execution of the Lease including the Deposit, if any, and apply it to damages of
Landlord incurred as a result of such repudiation including, without limitation,
reasonable attorneys' fees and costs, brokerage fees, costs of re-letting and/or
loss of rent.

         37.  APPLICABLE LAW

         This Lease shall be governed by and construed according to the laws of
the Commonwealth of Virginia.

         38.  SEVERABILITY

         The parties intend this Lease to be legally valid and enforceable in
accordance with all of its terms to the fullest extent permitted by law. If any
term of this Lease is finally held to be invalid or unenforceable, the parties
agree that such term shall be stricken from this Lease, as if it never had been
contained herein. Such invalidity or unenforceability shall not extend to or
otherwise affect any other term of this Lease, and the unaffected terms hereof
shall remain in full force and effect to the fullest extent permitted by law.

         39.  BINDING EFFECT

         Subject to the provisions of Section 13, this Lease shall be binding
upon and inure to the benefit of the parties and their successors and assigns.
It is understood and agreed that the terms "Landlord" and "Tenant" and verbs and
pronouns in the singular number are uniformly used throughout this Lease
regardless of gender, number or fact of incorporation of the parties hereto.

         40.  ADDENDUM

                                       17

<PAGE>

         Exhibits A-E attached hereto are made a part of this Lease by reference
and the terms thereof shall control over any inconsistent provisions in the
Lease.

         41.  ENTIRE AGREEMENT; AMENDMENT

This Lease sets forth all the covenants, promises, agreements, conditions and
understandings between Landlord and Tenant concerning the Leased Premises and
the Project, and there are no covenants, promises, agreements, conditions or
understandings, either oral or written, between them other than as are herein
set forth. This Lease is the entire agreement between the parties. This Lease
shall not be amended or modified except by a writing duly signed by both
parties. Failure to exercise any right in one or more instances shall not be
construed as a waiver of the right to strict performance or as an amendment to
this Lease.

         42.  COUNTERPARTS

         This Lease may be executed in several counterparts, each of which shall
be an original, but all of which together shall constitute one and the same
document.

Executed as of the date noted below.

WITNESS:                                    LANDLORD:

                                            Flint Lee Road, LLC, a Virginia
                                            Limited Liability Company


                                            By:  /s/ Cecil Pruitt, Jr.
-----------------------------                   -----------------------
                                                   Cecil Pruitt, Jr.

                                            Title: Manager
                                            Date:  November 18, 2002




WITNESS/ATTEST:                             TENANT:

                                            Geerlings and Wade, Inc.


/s/ Gregg Kober                             By:   /s/ David R. Pearce
-----------------------------                   -----------------------

                                            Title: Vice President
                                            Date:  November 7, 2002

                                       18

<PAGE>

                              SCHEDULE OF EXHIBITS


              Exhibit A:             Description of Leased Premises

              Exhibit B:             Improvements

              Exhibit C:             Rules and Regulations

              Exhibit D:             Addendum

              Exhibit E:             Confirmation of Commencement Date

<PAGE>

                                    EXHIBIT A

                         DESCRIPTION OF LEASED PREMISES


                            (SEE ATTACHED FLOOR PLAN)

<PAGE>

                                    EXHIBIT B

                                  IMPROVEMENTS

     Tenant accepts the Premises in the condition existing at Lease execution.

<PAGE>

                                    EXHIBIT C

                              RULES AND REGULATIONS

         Reference is made to the Lease dated the 6th of September, 2002 (the
"Lease"), to which these Rules and Regulations are attached. Definitions of
terms are set forth in the Lease.

         The following rules and regulations have been promulgated for the
safety and well-being of all tenants of the Building and to insure compliance
with all governmental requirements. Strict adherence to these rules and
regulations is necessary to guarantee that each and every tenant will enjoy a
safe occupancy in the Project without hindrance by Landlord, or anyone claiming
through Landlord, in accordance with the Lease. Any continuing violation of
these rules and regulations by Tenant, after notice from Landlord, shall be
deemed to be an Event of Default under the Lease.

         Landlord may, upon request by any tenant, waive the compliance by such
tenant to any of these rules and regulations, provided that (i) no waiver shall
be effective unless signed by Landlord or Landlord's authorized agent; (ii) any
such waiver shall not relieve such tenant from the obligation to comply with
such rule or regulation in the future; (iii) no waiver granted to any tenant
shall relieve any other tenant from the obligation of complying with the rules
and regulations unless such other tenant has received a waiver in writing from
the Landlord; and (iv) any such waiver by Landlord shall not relieve such tenant
from any obligation or liability of such tenant to Landlord pursuant to the
Lease for any loss or damage occasioned as a result of tenant's failure to
comply with any such rule or regulation.

         1.   The Common Areas, including sidewalks, entrance passages, courts,
vestibules, stairways, corridors, halls or other parts of the Project shall
remain unencumbered to provide safe and unobstructed ingress and egress to and
from each tenant's premises, and Tenant, at Tenant's own expense, shall keep the
sidewalks directly in front of the premises clean and free from snow, ice, dirt
and debris. Landlord shall have the right to control and operate the public
portions of the Project for common use of the tenants in such manner as Landlord
deems best for the benefit of the tenants generally. No tenant shall permit its
employees, agents, or invitees to interfere with the use and enjoyment by other
tenants of the Common Areas and other public portions or facilities of the
Project.

         2.   No awnings or other projections shall be attached to the outside
walls of the Building without the prior written consent of Landlord, which
consent shall not be unreasonably withheld or conditioned. No drapes, blinds,
shades or screens shall be attached to or hung in, or used in connection with,
any window or door of the premises, without the prior written consent of
Landlord, which consent shall not be unreasonably withheld or conditioned. Such
awnings, projections, curtains, blinds, shades, screens or other fixtures must
be of a quality, type, design and color, and attached in the manner, approved by
Landlord.

         3.   No showcases or other articles shall be put in front of or affixed
to any part of the exterior of the Building, nor placed in the halls, corridors
or Common Areas without the prior written consent of Landlord, which consent
shall not be unreasonably withheld or conditioned.

         4.   All plumbing fixtures shall be used only for the purposes for
which they are designed and constructed. No sweepings, rubbish, rags, chemicals,
paints, cleaning fluids or other substances shall be thrown in the sinks or
other plumbing fixtures. All damages resulting from any misuse of the fixtures
shall be borne by the tenant who, or whose servants, employees, agents,
invitees, contractors, assignees, guests, visitors or licensees, shall have
caused the same.

         5.   There shall be no marking, painting, drilling into or any defacing
of the Building or any part of the Leased Premises visible from public areas of
the Building. Tenant shall not construct, maintain, use or operate within the
Leased Premises any electrical device, wiring or apparatus in connection with a
loud speaker system or other sound system, except as reasonably

<PAGE>

required for its communication system and as approved prior to the installation
thereof by Landlord, which approval shall not be unreasonably withheld. No loud
speaker or sound system shall be constructed, maintained, used or operated
outside of the Leased Premises.

         6.   No vehicles or animals, birds or pets of any kind shall be brought
into or kept in or about the premises, and no cooking (except for hot-plate and
microwave cooking by any tenant's employees for their own consumption, the
equipment for and location of which are first approved by Landlord) shall be
done or permitted by any tenant on the premises. No tenant shall cause or permit
any unusual or objectionable odors to be produced upon or permeate from the
premises. Notwithstanding the foregoing, such vehicles and animals as are
actually utilized by disabled persons due to their disability shall be allowed
on the premises upon prior written notice to Landlord.

         7.   The use of the premises by each tenant has been approved by
Landlord prior to execution of the Lease and such use may not be changed without
the prior approval of Landlord.

         8.   No tenant shall make any disturbing noises or disturb or interfere
with occupants of the Building or neighborhood buildings or premises or those
having business with them. No tenant shall throw anything out of the doors or
windows or down the corridors or stairs.

         9.   Only office trash may be disposed of or placed in the container
specified by Landlord. Said trash shall be placed outside of the Leased Premises
and prepared for collection in the manner and at the time and place specified by
Landlord. Each tenant is responsible for removing from the Leased Premises and
the Project any other items of its refuse, garbage, debris, pallets or trash.
Under no circumstances shall any tenant burn any refuse, garbage, debris,
pallets or trash of any kind in or about the Leased Premises.

              Tenant shall not place any refuse, garbage, debris or non-office
trash outside of the Leased Premises or anywhere in the Project that is
unsightly or blocks access to any other tenant or to the containers placed by
Landlord for office trash collection. Any refuse, garbage, debris or non-office
trash so placed shall be removed by each tenant at its expense within twelve
(12) hours of notification to do so by Landlord. If any tenant fails to respond
in a timely and workmanlike manner, Landlord shall arrange removal at the
offending tenant's risk and expense.

         10.  No flammable, combustible or explosive fluid chemical or Hazardous
Materials shall be brought or stored upon the premises except with the consent
of Landlord, and in accordance with Environmental Laws. Tenant may store and use
minimal quantities of cleaning agents and other substances that are customarily
used in offices for operation of equipment provided that such substances are
used and stored in accordance with Environmental Laws.

         11.  No additional locks or bolts of any kind shall be placed upon any
of the doors or windows by any tenant, nor shall any changes be made in the
existing locks or the mechanism thereof without the prior written consent of
Landlord. The doors leading to the corridors or main halls shall be kept closed
during business hours except when in use for ingress or egress. Each tenant
shall, upon the termination of his tenancy, return to the Landlord all keys
either furnished to, or otherwise procured by, such tenant, and in the event of
the loss of any keys so furnished, such tenant shall pay to Landlord the cost
thereof.

         12.  Landlord reserves the right to exclude from the Project any person
who is not known or does not properly identify himself to the Building
management, security guard on duty or security system monitor. Each tenant shall
be responsible for all persons for whom he authorizes entry into or exit out of
the Building.

         13.  The premises shall not, at any time, be used for lodging, sleeping
or any immoral or illegal purpose.

         14.  Each tenant, before closing and leaving the premises at night,
shall see that all windows are closed and all lights turned off, except those
left on for security purposes.

<PAGE>

         15.  Tenant shall not request that Landlord's employees perform any
work or do anything outside of their regular duties, unless under special
instruction from the management of the Building. The requirements of tenants
will be attended to only upon application to Landlord and all special
requirements will be billed to each tenant (and paid with the next installation
of Rent due) at the schedule of charges maintained by Landlord from time to time
or at such charge as is agreed upon in advance by Landlord and each tenant.

         16.  Canvassing, soliciting and peddling in the Project are prohibited
and each tenant shall cooperate to prevent them.

         17.  No hand trucks shall be used in any space or in the Common Areas
of the Building except those equipped with rubber tires and side guards. Tenant
shall be responsible to Landlord for any loss or damage resulting from any
deliveries for Tenant to the Building.

         18.  Mats, trash, or other objects shall not be placed in the public
corridors.

<PAGE>

                                    EXHIBIT D

                                    ADDENDUM

                                      None

<PAGE>

                                    EXHIBIT E

                        CONFIRMATION OF COMMENCEMENT DATE

      Flint Lee Road, LLC ("Landlord"), and Geerlings and Wade, Inc. ("Tenant"),
have entered into a certain Deed of Lease Agreement dated as of the 6th of
September, 2002 (the "Lease"). Landlord and Tenant hereby agree that for all
Lease purposes, the "Lease Commencement Date" is November 1, 2002 and the
expiration date is October 31, 2005.

DATE: September 6, 2002


                                             LANDLORD:

                                             Flint Lee Road, LLC, a Virginia
                                             Limited Liability Company

                                             By: /s/ Cecil Pruitt
                                                -------------------------------
                                             Name: Cecil Pruitt, Jr.
                                                  -----------------------------
                                             Title: Manager
                                                   ----------------------------


                                             TENANT:

                                             Geerlings and Wade, Inc.

                                             By: /s/ David R. Pearce
                                                -------------------------------
                                             Name: David R. Pearce
                                                  -----------------------------
                                             Title: Vice President
                                                   ----------------------------