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                                                                   Exhibit 10.19

                                     LIBERTY

                                 PROPERTY TRUST
October 22, 1999


VIA FACSIMILE (804) 967-7870
Mike Sawyer, President
Saxon Mortgage, Inc.
4880 Cox Road
Glen Allen, Virginia 23060

RE:    NOTICE: RENTAL ADJUSTMENT/NOVEMBER 1999
       PROPERTY ID:  1167-0002013
       4880 COX ROAD, GLEN ALLEN. VIRGINIA 23060
       LEASE OF 59,948 SQUARE FEET

Dear Mr .Sawyer:

         Please consider this letter as our written notice for rental
adjustment. In accordance with the terms of your lease the month1y rental is
adjusted, effective November 1, 1999 as follows:

         $ 58,761.28       Old Base Rent (8/1/99 -10/31/99)

         $ 58,881.14       New Base Rent effective November 1, 1999
         $ 25,427.94       Operating Expenses

         $ 84,309.68       MONTHLY SUM DUE

         Please adjust your month1y payment effective November 1, 1999.

         This monthly base rental payment is applicable for the period of
November 1, 1999 through July 31, 2000 in the full amount as set forth above.
Monthly payments should be automatic as you will not be billed for monthly
rental. Please make payment to Liberty Property Limited Partnership, P.O. Box
828438, Philadelphia, PA 19182-8438.

         All rental payments related to the administration and operation of the
Saxon Mortgage, Inc. lease on the above referenced property should referenced
the Property ID, as shown above. Please call if you should have any questions.

Very truly yours,

/s/ Rebecca A. O'Connell

Rebecca A. O'Connell
(Administrative Assistant

cc:      Ed Miller
         Erin Soo

-------------------------------------------------------------------------
                    12 SOUTH THIRD STREET .RICHMOND, VA 23219
                       (804) 644-9111 .FAX (801) 783-9969

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                                  DEED OF LEASE


                                     BETWEEN


                                 INNSLAKE, L.P.


                                       AND


                         RESOURCE MORTGAGE CAPITAL, INC.


                               SEPTEMBER 15, 1994


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                              Saxon Mortgage, Inc.

                                      Lease

                    4880 Cox Road, Glen Allen, Virginia 23060



                                TABLE OF CONTENTS

<Table>
<S>                                                                                                               <C>
Deed of Lease dated September 15, 1994............................................................................1

First Amendment to Deed of Lease dated August 1, 1995.............................................................2

Second Amendment to Deed of Lease dated May 13, 1996..............................................................3

Third Amendment to Deed of Lease dated October 31, 1996...........................................................4

Fourth Amendment to Deed of Lease dated March 12, 1999............................................................5
</Table>


<Page>


                                 INDEX TO LEASE

<Table>
<Caption>
SECTION                                      SECTION                                                            PAGE
-------                                      -------                                                            ----
<S>      <C>                                                                                                    <C>
1.       LEASED PREMISES..........................................................................................1

2.       TERM.....................................................................................................2

3.       RENT.....................................................................................................2

4.       CONSTRUCTION OF IMPROVEMENTS.............................................................................3

5.       [INTENTIONALLY OMITTED]..................................................................................5

6.       SECURITY DEPOSIT.........................................................................................5

7.       USE OF PREMISES..........................................................................................6

8.       QUIET ENJOYMENT..........................................................................................6

9.       SUBORDINATION............................................................................................6

10.      ESTOPPEL CERTIFICATES....................................................................................6

11.      UTILITIES................................................................................................7

12.      MAINTENANCE..............................................................................................7

13.      ALTERATIONS, CHANGES, AND IMPROVEMENTS...................................................................9

14.      COMPLIANCE WITH LAW; RESTRICTIONS.......................................................................11

15.      NET LEASE...............................................................................................11

16.      ASSIGNMENT AND SUBLEASING...............................................................................11

17.      TAXES...................................................................................................12

18.      FIRE AND CASUALTY DAMAGE................................................................................13

19.      CONDEMNATION............................................................................................14

20.      INDEMNIFICATION BY TENANT...............................................................................15

21.      INSURANCE...............................................................................................16

22.      WAIVER OF CLAIMS........................................................................................17

23.      SIGNS...................................................................................................17

                                       i

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24.      LANDLORD'S RIGHT OF ENTRY...............................................................................17

25.      HOLDING OVER............................................................................................18

26.      DEFAULT BY TENANT.......................................................................................18

27.      SURRENDER OF LEASE NOT MERGER...........................................................................20

28.      ATTORNEYS' FEES.........................................................................................20

29.      NOTICES.................................................................................................20

30.      WAIVER..................................................................................................21

31.      REMEDIES CUMULATIVE.....................................................................................21

32.      GOVERNING LAW...........................................................................................21

33.      STATUS OF LANDLORD......................................................................................21

34.      FIRST OFFER ON ADDITIONAL SPACE.........................................................................21

35.      MISCELLANEOUS PROVISIONS................................................................................22
</Table>

EXHIBITS

A.       Property Description

A1.      Plat of the Property

B.       Rent Schedule

C.       Building Specifications

D.       Building Plans


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                                  DEED OF LEASE

         THIS DEED OF LEASE is made as of this 15th day of September 1994, by
and between INNSLAKE, L.P., a Virginia limited partnership, or assigns,
hereinafter referred to as "Landlord", and RESOURCE MORTGAGE CAPITAL, INC., a
Virginia corporation, hereinafter referred to as "Tenant", without regard to
number or gender.

                                    RECITALS

         A. Landlord is either in the process of negotiating, or has entered
into, a contract dated as of September ___, 1994 (the "Contract" ), to purchase
from Innsbrook North Associates (the "Owner" ) a parcel of real property
containing approximately 5.69 acres (the "Property") located in the County of
Henrico, Virginia. The Property is described on Exhibit A hereto and is shown as
"PARCEL A" on the plat entitled "PLAT OF TWO PARCELS ON THE WEST LINE OF COX
ROAD, THREE CHOPT DISTRICT, HENRICO COUNTY, VIRGINIA," prepared by Foster &
Miller, P.C., and dated September 8, 1994, a copy of which plat is attached
hereto as Exhibit A1.

         B. Upon purchasing the Property from Owner in accordance with the terms
of the Contract, Landlord intends to construct on the Property an office
facility containing approximately 60,000 square feet (the "Building"),
approximately 50,000 square feet of which will be leased to Tenant on the terms
and conditions set forth herein."

         NOW, THEREFORE, for and in consideration of the premises and the
covenants herein contained, Landlord and Tenant agree as follows:

         1. LEASED PREMISES.

                  A. Landlord hereby leases to Tenant and Tenant hereby takes
from Landlord approximately 50,000 square feet of office space in the Building
to be constructed on the Property, together with all improvements therein and
thereon belonging or pertaining to said office space, including all rights,
privileges, easements and appurtenances belonging or pertaining thereto, all of
which are hereinafter referred to as the "Leased Premises." Tenant's space is
shown on the floor plan attached hereto as part of Exhibit D.

                  B. Tenant shall have the right to use, in common with others,
all common areas on the Property, including lobbies, parking areas, driveways,
entrances and exits thereto, subject to the control and management of Landlord,
and Landlord shall have the right, but not the obligation, from time to time to
establish, modify and enforce reasonable rules and regulations with respect to
all such facilities and areas. Landlord may, at any time, temporarily use any
common area, parking area, driveway, entrance or exit, to make repairs or
changes, or to prevent the acquisition of Public rights in such areas. Landlord
may also modify, from time to time, the traffic flow pattern and layout of
parking spaces and loading areas and do such other acts in and to the common
areas, parking areas, driveways, entrances and exits as, in its reasonable
judgment, may be necessary or desirable to improve the usefulness or efficiency
thereof. Landlord will provide no less than five parking spaces for every 1000
square feet of rentable

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space in the Building and, at Tenant's request, shall designate 10 parking
spaces on the Property for use by Tenant's visitors.

         2. TERM.

                  A. The term of this lease and the Tenant's obligation to pay
Rent hereunder shall commence on the Commencement Date (as hereinafter defined)
unless the Tenant takes possession of the Leased Premises on an earlier date in
which event such earlier date shall be the Commencement Date. The initial term
of this lease shall terminate on the last day of the tenth consecutive full
lease year. The term "lease year" as used herein shall mean a period of 12
consecutive full calendar months, provided the first lease year shall begin on
the Commencement Date. The first lease year shall end on the last day of the
twelfth full calendar month following the Commencement Date. Each succeeding
lease year shall commence on the anniversary of the first lease year or, if the
Commencement Date is not the first day of a calendar month, on the first day of
the calendar month immediately following the Commencement Date.

                  B. Provided that at the time of the giving of Tenant's renewal
notice and at the end of the then current term of this lease Tenant is not in
default of any of the terms, conditions or covenants contained herein and
provided further Landlord and Tenant have agreed upon the Rent (as defined
below) to be paid during such renewal term, then Tenant (but not any assignee or
subtenant) is hereby granted an option to renew this lease for two successive
additional terms of five years each upon Tenant's notifying Landlord in writing
of its election to renew at least 360 days prior to the expiration of the then
current term. During such renewal term or terms, if exercised, this lease shall
be on the same terms and conditions contained herein except the renewal terms
shall contain no further renewal options unless expressly granted by Landlord in
writing.

         3. RENT.

                  A. Tenant agrees to pay to Landlord, without deduction or
offset, annual rental ("Rent ") , as set forth on Exhibit B hereto, payable in
lawful money of the United States of America in equal monthly installments
during the term of this lease. Rent shall be paid in advance, on or before the
first day of each month during the term of this lease (the "Due Date").

                  B. The Tenant shall pay all Rent and other charges to be paid
by the Tenant hereunder to the Landlord at its address set forth below, or to
such other individual, firm or corporation and at such other place as may be
designated by the Landlord. If the Commencement Date is not the first day of a
calendar month, the Tenant shall also pay on the first day of the first calendar
month following the Commencement Date a proportionate amount of the Rent for the
period of time from the Commencement Date to the date on which such first
monthly payment is due. Rent and other payments hereunder from Tenant shall be
deemed paid on the date payment is received by Landlord. In the event Tenant
fails to pay monthly Rent within five (5) days after the Due Date, Tenant shall
promptly pay to Landlord a service charge of five percent (5%) of the monthly
Rent then due. If any installment of Rent is not paid within ten (10) days after
the Due Date, the monthly Rent, as increased by the five percent (5%) service
charge, shall bear interest at an annual rate equal to Signet Bank/Virginia
prime plus four percent (4%). This provision shall not be construed to adjust,
alter, or modify the Due Dates specified in this lease, nor shall


                                      B1-2

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the payment of any interest required by this Section be deemed to cure or excuse
any default by Tenant under this lease. Except as otherwise expressly stated,
each payment required to be made by Tenant pursuant to the provisions of this
lease shall be in addition to and not in substitution for other payments to be
made by Tenant.

                  C. The term "additional rent" as used herein shall mean all
sums payable by Tenant under this lease (other than Rent), and any sums expended
by Landlord to cure any default by Tenant, and shall be deemed rent for purposes
of Landlord's rights and remedies with respect thereto.

         4. CONSTRUCTION OF IMPROVEMENTS.

                  A. Landlord, at its sole cost and expense, shall cause to be
constructed on the Property an office facility consisting of approximately
60,000 square feet of leasable area, all as more particularly described in the
specifications contained in Exhibit "C", attached hereto and by this reference
made a part hereof, and the plans consisting of [a site plan and topographical
plan, building floor plan and elevations], a copy of which is attached hereto
and by this reference made a part hereof as Exhibit "D" (the "Improvements").
The plans and specifications set forth in Exhibits C and D are hereinafter
referred to as the "Plans and Specifications". Landlord warrants to Tenant that
the Improvements shall be constructed free from faulty materials, according to
sound engineering standards and in a good and workmanlike manner. Landlord shall
during the first lease year correct any defects or deficiencies noted by Tenant
to Landlord which arise as a result of the initial construction of the
Improvements and not as a result of Tenant's use of the Improvements or any
component parts thereof. Landlord warrants that the HVAC system installed in the
Leased Premises will be in good operating condition as of the Commencement Date,
provided Tenant shall, subject to Landlord's obligations in the preceding
sentence, maintain the same in good operating condition at Tenant's own risk and
expense and deliver the same to Landlord at the termination of this lease in the
same good condition as existed at the beginning of the term of this lease,
normal wear and tear excepted. To the extent practicable and permissible,
Landlord shall permit Tenant to enjoy the benefit of all builders' and
contractors' warranties and guarantees with respect to the Improvements for so
long as Tenant is not in default under the terms of this lease.

                  B. Landlord and Tenant may from time to time prior to
completion of construction agree in writing to certain modifications and/or
changes in the Plans and Specifications. Agreement and approval of any such
modifications and the costs thereof shall be in writing, or by signing or
initialling of the proposed changes by both parties through their authorized
representatives. All such modifications and/or changes requested by Tenant shall
be made by Landlord and the actual cost thereof plus 5%, taking into account any
savings realized by Landlord, shall be paid to Landlord by Tenant on or before
the Commencement Date; provided, however, Tenant shall be entitled to an
allowance of $75,000 for additional work in upgrading the Plans and
Specifications and an allowance of $12 per square foot of leased space for
additional improvements "under the ceiling. " The costs of such increases shall
include, in addition to the payment of actual costs thereof to Landlord, an
overhead charge of 5% of the sum of such actual costs.


                                      B1-3

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                  C. All of the work to be performed by Landlord (and, any
finish work that Tenant shall undertake to complete) shall be done in a
workmanlike manner, and shall be in compliance with all governmental rules,
orders, licenses, zoning and building requirements applicable thereto. Upon
completion of construction of the Improvements, Landlord shall obtain and
deliver to Tenant a certificate of occupancy evidencing the right of Tenant to
use the Leased Premises for Tenant's Purposes (as that term is hereinafter
defined).

                  D. Tenant shall, at its sole cost and expense, furnish and
install all trade fixtures, furnishings, and other tangible personal property of
the Tenant. Tenant agrees to hold Landlord harmless from any mechanic's and
materialmen's liens arising out of any work at the Leased Premises by or on
behalf of Tenant; to do all such work in a good and workmanlike manner and
comply with all governmental laws, rules, regulations and requirements; and to
save Landlord harmless and indemnify Landlord against all injury, lieps, loss,
claims or damage to any person or property occasioned by or growing out of any
work by Tenant or its agents or employees at the Leased Premises, except for any
such work performed by Landlord on the Leased Premises prior to the Commencement
Date or as punchlist items or corrective work during the first lease year as
provided in Subsection 4.A, which shall be covered by builder's risk policies
caused by Landlord or its contractors.

                  E. Landlord agrees to give Tenant access to the Leased
Premises (as hereinafter set forth) prior to the Commencement Date to enter the
Leased Premises to inspect the same and install therein fixtures, supplies,
machinery and equipment and other property of Tenant provided that any such
entry and the making of any such improvements and any such installation shall be
done without hindering in any way Landlord's construction of the Improvements.
From and after the date of entry by Tenant into the Improvements for the purpose
of installing Tenant's personal property and trade fixtures, Tenant shall be
responsible for and shall pay all electricity costs and other utility costs
attributable to Tenant's work in connection with the installation of trade
fixtures and Tenant's use of the Leased Premises. In addition, Tenant shall, as
of the date of entry onto the Improvements, deliver to Landlord the evidence of
insurance required by the terms of this lease, either in builder's risk form or
in such other form as the Landlord or its insurance agent or mortgagee may
reasonably require. In addition, Tenant agrees to hold Landlord and its
contractors harmless from any and all injury, loss or damage or claims of
injury, loss or damage, of whatever nature, to any person or property caused by
or resulting from the entry upon and the use of the Improvements by Tenant
before the Commencement Date which may not, at the time, be covered by
insurance.

                  F. For purposes of this lease, the Commencement Date shall be
the date of the delivery by Landlord to Tenant of a final or temporary
certificate of occupancy issued by the appropriate governmental authorities and
permitting Tenant to take possession of the Leased Premises for Tenant's
Purposes. Provided Landlord is able to purchase the Property on or before
October 15, 1994, Landlord agrees to start construction of the Building on or
before December 1, 1994, to use its best efforts to cause the Commencement Date
to occur on or before May 1, 1995, and to provide up to thirty (30) days notice
to the Tenant of the anticipated date of issuance of the certificate of
occupancy. Anything to the foregoing notwithstanding, the inability of Landlord
to provide to Tenant up to 30 days advance notice of the Commencement Date shall
not alter or otherwise change the lease with respect to the payment of Rent.
Tenant shall, in any event, commence to pay Rent not later than the date Tenant
commences doing business at the Leased


                                      B1-4

<Page>

Premises. If Tenant has occupied the Leased Premises under a temporary
certificate of occupancy and has received notice from the appropriate
governmental authorities that revocation of such temporary certificate of
occupancy is imminent due to non-completion of punchlist items, Tenant shall
promptly notify Landlord of such risk and, if Landlord is unable to respond
within the time frame available or requests that Tenant respond, Tenant may
complete or cause to be completed such punchlist items in accordance with the
Plans and Specifications in a good and workmanlike manner and in compliance with
all laws, ordinances or regulations of any governmental or administrative agency
having jurisdiction over the Leased Premises. Landlord shall promptly reimburse
Tenant for the cost of such punchlist items after receipt from Tenant of an
invoice therefore with reasonable supporting documentation and, if Landlord
fails to do so, Tenant may offset such cost against its rental obligations
hereunder.

                  G. If Landlord has not commenced construction of the Building
by December 1, 1994, either party may terminate this lease by notice to the
other party given by the close of business on December 15, 1994. If Tenant is
unable to occupy the Leased Premises on May 1, 1995, such delay shall not
constitute a default on the part of Landlord, nor shall such delay entitle
Tenant to terminate or cancel this lease, and Landlord shall not be liable for
any damages Tenant may incur as a result of its inability to occupy the Leased
Premises, including the parking area, on May 1, 1995. If, however, the Leased
Premises are not ready for occupancy by August 1, 1995, Landlord will reimburse
Tenant for any extra rent and penalties incurred by Tenant in order to remain in
occupancy at its current locations under its existing leases until the
Commencement Date. Either Landlord or Tenant may terminate this lease by written
notice to the other at any time after October 1, 1995 if the Commencement Date
has not occurred by the time such notice is given.

         5. [INTENTIONALLY OMITTED].

         6. SECURITY DEPOSIT. Tenant has deposited with Landlord. the sum of
$43,625 as security for the faithful performance and observance by Tenant of the
terms, provisions, and conditions of this lease. Such deposit shall be held by
Landlord, with interest at least equal to the passbook savings rate from time to
time, for the entire term of this lease and until all of Tenant's obligations
under this lease have been paid in full. Such interest shall be considered part
of such deposit. In the event Tenant defaults in respect of any of the terms,
provisions, and conditions of this lease, including, but not limited to, the
payment of Rent and additional rent, Landlord shall have the right, but not the
obligation, to use, apply, or retain the whole or any part of the security so
deposited to the extent required for the payment of any Rent and additional rent
or any other sum as to which Tenant is in default or for any sum which Landlord
may expend or may be required to expend by reason of Tenant's default in respect
of any of the terms, covenants, and conditions of this lease. No such
application shall be construed as an agreement to limit the amount of Landlord's
claim or as a waiver of any damage or release of any indebtedness, and any claim
of Landlord under this lease not recovered in full from the security deposit
shall remain in full force and effect. At any time or times when Landlord has
made any such application of all or any part of the security deposit, Landlord
shall have the right, but not the obligation, at any time thereafter to request
that Tenant pay to Landlord an amount such that Landlord shall always be in
possession of a sum equal to the amount of the security deposit set forth above.
Tenant further agrees that Landlord may deliver the funds deposited pursuant
hereto by Tenant to any purchaser of Landlord's interest in the Leased Premises,
and


                                      B1-5

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thereafter, Landlord shall be discharged from any further liability with respect
to such deposit. In the event that Tenant shall fully and faithfully comply with
all of the terms, provisions, covenants, and conditions of this lease, the
security deposit shall be returned to Tenant after the date fixed at the end of
the lease and after delivery of possession of the entire Leased Premises to
Landlord under the terms, conditions and covenants of the lease; provided,
however, if, during the last three months of the lease term, upon Tenant's
request Landlord fails to provide reasonable evidence of the availability of
such deposit, Tenant shall have the right to offset the amount of such deposit
against Rent owed for the last month of the lease term.

         7. USE OF PREMISES. The Leased Premises shall be used and occupied only
for general office purposes and for no other purpose or purposes ("Tenant's
Purposes") , without Landlord's prior written consent, which consent shall not
be unreasonably withheld. Tenant shall, at its own risk and expense, obtain and
keep in force all governmental licenses and permits necessary for such use.
Tenant covenants that it will not allow the Leased Premises to be used for any
illegal or immoral purpose, and it will not do, or suffer to be done, in or
about the Leased Premises any act or thing that may cause waste, nuisance,
annoyance, inconvenience or damage to Landlord or be in violation of any of the
Covenants (as defined in Subsection 14.B).

         8. QUIET ENJOYMENT. Subject to the provisions of the Recitals to this
lease, Landlord represents that it has full right and power to execute this
lease and to grant the estate demised herein and that Tenant, upon payment of
the rents herein reserved, and performance of all of the terms, conditions, and
covenants herein contained, shall have, hold, and enjoy the Leased Premises
during the full term of this lease, and any extension hereof, subject and
subordinate to all of the terms, covenants and conditions of this lease, free
from the claims of any person claiming by, through or under Landlord.

         9. SUBORDINATION. This lease, and the rights of Tenant hereunder, shall
be subject and subordinate to all mortgages or deeds of trust which may now or
hereafter affect this lease, the Leased Premises or the Improvements, provided
any such mortgagee agrees in writing that so long as Tenant is not then in
default under the terms of this lease, then in the event of a foreclosure under
any such mortgage or deed of trust affecting the Leased Premises, such mortgagee
will not disturb the rights of Tenant under the terms of this lease and, this
lease shall continue in full force and effect and Tenant shall attorn to the new
landlord hereunder. Tenant hereby agrees, upon the request of Landlord, to
execute and deliver, in recordable form, any instrument of subordination or
confirmation of subordination required by Landlord or any mortgagee of the
Leased Premises, provided Tenant is provided with an agreement of nondisturbance
as hereinabove set forth. Tenant agrees, if requested by Landlord, to amend this
lease to conform to any reasonable amendments requested by any mortgagee of
Landlord's interest in the Leased Premises; provided that any such amendments do
not increase the rents or otherwise materially adversely affect Tenant's rights
under this lease.

         10. ESTOPPEL CERTIFICATES. Tenant agrees at any time and from time to
time within ten (10) business days after notice from Landlord to execute,
acknowledge and deliver to Landlord a statement, in writing, and in form and
substance acceptable to Landlord, certifying that this lease is unmodified and
in full force and effect (or if there have been modifications that the lease is
in full force and effect as modified and stating the modifications), the dates
to which the Rent and other charges have been paid in advance, if any, and
whether or not there exists any


                                      B1-6

<Page>

default in the performance of any term, condition or covenant of this lease and,
if so, specifying each such default, it being intended that any such statement
delivered pursuant to this Section may be relied upon by Landlord and by any
mortgagees, prospective purchasers or prospective mortgagees of the Leased
Premises. The failure of Tenant to provide such estoppel certificates or other
letters, as may be required, within ten (10) days after notice by Landlord shall
constitute an event of default by Tenant and shall entitle Landlord to pursue
any of the remedies for default set forth in this lease.

         11. UTILITIES. Tenant shall pay the cost of all utility services,
including, but not limited to, all charges for water, sewer, gas, heat, power,
telephone service and all other services on the Leased Premises and, unless and
until the remaining leaseable space in the Building has been separately metered,
the Building, and shall make payments when due directly to the utility or
service company involved. Landlord shall attempt to cause the remaining
leaseable space in the Building and common areas, if economically feasible, to
be separately metered for all utilities. Landlord shall not be required to pay
for any services, supplies or upkeep in connection with utilities or other
services to the Leased Premises; provided, with respect to any utility services
which are master metered, Tenant shall be entitled to reimbursement from
Landlord for the amount in excess of "Tenant's Pro Rata Share" of the cost
thereof, which term shall refer to a fraction, the numerator of which shall be
the square footage of the Leased Premises and the denominator of which shall be
the square footage of all leaseable space in the Building. Tenant shall be
responsible for payment for all utilities for common areas, both within and
outside the Building subject to reimbursement as provided above; provided, if
the remaining leaseable space in the Building and common areas are metered
together for any utilities (but apart from the Leased Premises), Tenant shall be
responsible for only Tenant's Pro Rata Share of such common area utilities.

         12. MAINTENANCE.

                  A. Landlord, at its expense, shall perform all necessary
repairs, maintenance and replacements of all structural elements of the
Building, including structural walls and foundations and the structure of the
roof, except for those repairs or replacements which arise directly out of the
gross negligence or willful misconduct of Tenant; provided, however, that
Landlord shall have no obligation or liability for such repairs or replacements
until receipt of notice by Tenant specifying the repairs required. Landlord
shall also, at its expense, and except for those replacements which arise
directly out of the gross negligence or willful misconduct of Tenant, be
responsible for the replacement of any major item of equipment, the cost of
which is of a capital nature in accordance with generally applied accounting
principles approved from time to time by the American Institute of Certified
Public Accountants applicable to the circumstances as of the date of
determination.

                  B. Except as expressly provided herein, including without
limitation the provisions of Subsection 4.A, Landlord shall have no obligation
to maintain, replace, or repair the Leased Premises, the Improvements or any
equipment or fixtures located therein. Tenant shall inspect the Leased Premises
and the Improvements prior to taking possession thereof. Upon taking possession
and subject to the provisions of Subsection 4.A, Tenant shall be deemed to have
accepted the Leased Premises "AS IS" except for punchlist items which Tenant
notifies Landlord of within 30 days of taking possession of the Leased Premises.


                                      B1-7

<Page>

                  C. Subject to the provisions of Subsection 4.A, Tenant shall,
at its own risk and expense keep and maintain all non-structural parts of the
Leased Premises, including but not limited to the exterior, floor, all window
frames, glass, doors and door jambs (both inside and out), in good order,
condition and repair. Tenant shall also, at its own expense, keep and maintain
in good order all electrical outlets and wiring, lighting fixtures (including
replacement of light bulbs and fluorescent lamps), plumbing fixtures, sprinkler
systems, and all mechanical equipment, including equipment installed by the
Landlord, located in or on the Leased Premises. All common areas, parking areas,
driveways, entrances and exits to the Property, landscaping and other facilities
furnished by Landlord at the Property for the common use and enjoyment of all
tenants of the Building shall be kept and maintained by Tenant in good order,
condition and repair, at Tenant's expense; provided that Tenant shall be
entitled to reimbursement from Landlord for the amount in excess of Tenant's Pro
Rata Share of the cost thereof. All such repairs or replacements shall be
performed in a good and workmanlike manner and in compliance with the laws and
other requirements of all federal, state and municipal governments, including
the appropriate boards, commissions and underwriting agencies or other bodies
now or hereafter exercising similar rights and powers. If Tenant shall fail to
make such repairs within a reasonable time after such repairs become necessary
or, if, in Landlord's judgment, such repairs are not completed in a good and
workmanlike manner, then Landlord shall have the right (but not the obligation)
to enter the Leased Premises and make such repairs or replacements as may be
necessary under the circumstances. Such repairs shall be charged to and paid by
Tenant as additional rent and shall be paid to Landlord within thirty (30) days
after a bill or bills for such charges is presented to Tenant.

                  D. At the termination of this lease, Tenant shall deliver up
the Leased Premises broom clean, free of contamination by hazardous or toxic
substances, including petroleum or petroleum products, and in the same good and
sanitary order and condition as existed at the beginning date of this lease,'
normal wear and tear excepted.

                  E. Tenant shall not store, use or permit or tolerate the
storage or use of any hazardous or toxic substance at or on the Leased Premises,
other than small quantities of such substances (not designated "acutely
hazardous" or "extremely hazardous" by the united States Environmental
Protection Agency) incidental to the maintenance of the Leased Premises and
Tenant's equipment and machinery thereon which are appropriately contained,
stored and utilized in accordance with all governmental requirements. Any
storage of any merchandise, crates, pallets or materials of any kind outside the
Leased Premises shall be done or permitted only in compliance with the Covenants
and any applicable governmental requirements. Tenant shall not burn or otherwise
treat or dispose of trash or other substances on or around the Leased Premises.
All trash shall be kept in metal containers (with metal tops) to be provided and
maintained by Tenant. The design and location of the metal containers shall be
approved in advance by Landlord. Tenant shall bear the cost of the removal of
trash from the Leased Premises.

                  F. Tenant shall throughout the term of this lease continuously
use the Leased Premises only for Tenant's Purposes and Tenant shall not vacate
nor abandon the Leased Premises at any time during the term of this lease, nor
permit the Leased Premises to remain unoccupied for a period longer than six (6)
consecutive months during the term of this lease. If Tenant shall cease to
continuously operate a business on, or vacate or abandon, the Leased


                                      B1-8

<Page>

Premises for such time period, such an occurrence shall, at Landlord's option,
entitle Landlord to -- exercise any of the following rights and remedies: (i)
Landlord may terminate this lease by notice to Tenant and relet the Leased
Premises (in which event Tenant shall reimburse Landlord for all costs
associated with such reletting), unless Tenant responds in writing to Landlord
within three (3) days after such notice that Tenant will accept the remaining
leaseable space in the Building for the remainder of the lease term at the same
per square foot rental and other terms and conditions then in effect with
respect to the Leased Premises and Landlord has notified Tenant that Landlord is
willing, in its sole discretion, to allow the lease to continue; or (ii)
Landlord may require Tenant to enter into one or more subleases of the Leased
Premises with one or more subtenants procured by Landlord and on terms and
conditions negotiated by Landlord (in which event Tenant shall remain obligated
under this lease in accordance with Section 16 and Tenant shall reimburse
Landlord for all costs associated with such subletting). If Tenant shall
surrender the Leased Premises or be dispossessed by process of law or otherwise,
such an occurrence shall, at Landlord's option, be deemed an "event of default"
and entitle Landlord to exercise any of the rights and remedies as set forth in
section 26.

                  G. Tenant shall be provided allowances for tenant improvements
and refurbishment of $1.50 per square foot of leaseable space in the Leased
Premises at the end of the fifth (5th) lease year, and, if Tenant has exercised
its first renewal option, $2.50 per square foot of leaseable space in the Leased
Premises at the end of the tenth (l0th) lease year.

                  H. Tenant shall at all times during the term of this lease
provide and maintain adequate security as to the Leased Premises and maintain
heat in the Leased Premises sufficient to keep the Leased Premises at a minimum
temperature of 35 degrees Fahrenheit, unless otherwise agreed between the
parties hereto.

                  I. Tenant shall at all times keep the stoops and stairs
adjacent to and serving the Leased Premises free of dirt, grime, snow and ice.

                  J. Tenant shall not place upon the floor or suspend from the
ceiling of the Leased Premises any heavy equipment that would exceed the load
per square foot that the floor or ceiling is designed to carry and which may
otherwise be allowed by law. To the extent the floor or ceiling is damaged as a
result of excess loading, Tenant shall be responsible for and shall repair, at
its sole cost, any such damage.

         13. ALTERATIONS, CHANGES, AND IMPROVEMENTS.

                  A. Tenant shall not make or permit any alterations, additions
or improvements to the Leased Premises ("Alterations") without the prior written
consent of the Landlord, which consent shall not be unreasonably withheld.
Consent for minor non-structural Alterations shall not be required, provided (i)
such Alterations do not adversely affect the rate or coverage of any insurance
carried with respect to the Leased Premises and (ii) such Alterations do not
require the consent of any mortgagee of the Leased Premises. Tenant shall
deliver to Landlord, upon completion of any Alterations, "as-built" plans
showing all changes in the Leased Premises. Any subsequent changes to the Leased
Premises, approved by Landlord, shall also require as-built plans. The cost of
making such Alterations and preparing said plans shall be borne by Tenant. All
such work shall be done in a good and workmanlike manner and in such a


                                      B1-9

<Page>

manner as to not unreasonably inconvenience other occupants of the Building. All
such work shall comply with all laws, ordinances or regulations of any
governmental or administrative agency having jurisdiction over the Leased
Premises, including any appropriate boards, commissions and underwriting
agencies now or hereafter exercising similar rights and powers.

                  B. Tenant shall have the right at all times to install
Tenant's shelves, bins, equipment, machinery, and trade fixtures, hereinafter
collectively called "Tenant's Trade Fixtures", provided Tenant complies with all
applicable governmental laws, ordinances and regulations and further provided
that such installations by Tenant do not overload the floor or otherwise damage
or deface the Leased Premises. Landlord reserves the right to prescribe the
positioning of heavy equipment and to prescribe the reinforcing necessary, if
any, " which in the opinion of Landlord, may be required under the
circumstances; such positioning or re-positioning of equipment, and reinforcing,
if necessary, shall be at Tenant's sole expense, except as provided in the Plans
and Specifications.

                  C. Provided Tenant is not in default of any of the terms,
conditions or covenants of this lease, Tenant shall have the right, at the
termination of this lease, to remove any of Tenant's previously installed Trade
Fixtures, provided further that Tenant shall immediately repair any damage
caused by such removal and Tenant shall leave the Leased Premises in a broom
clean and in the same good and sanitary order and condition as existed at the
beginning date of this lease. Tenant shall in any event have the right to remove
its proprietary software and intellectual property. All alterations, additions
and improvements made by Tenant (other than installation of Tenant's Trade
Fixtures) may, at Landlord's discretion, become the property of Landlord upon
the termination of this lease or Landlord may require Tenant to remove such
alterations, additions, and improvements and any other property placed in or on
the Leased Premises by Tenant ( other than such alterations , additions and
improvements consented to in writing by Landlord, provided such consent was not
given conditioned upon Tenant's removal of same upon termination of this lease)
and restore the Leased Premises to the same condition as existed at the
beginning of this lease.

                  D. Tenant shall, at all times, keep the Leased Premises and
all improvements in the Leased Premises free from any liens arising out of any
work performed, material furnished or obligations incurred by Tenant. If a
notice of a lien shall be filed against the building of which the Leased
Premises is a part, and such lien is for, or purports to be for labor, or
material alleged to have been furnished to or delivered at the Leased Premises
to or for Tenant, or anyone claiming under Tenant, then Tenant shall cause such
lien to be discharged within ten (10) days after notice from Landlord or such
shorter time as may be required by any holder of a deed of trust or mortgage on
the Leased Premises. If Tenant shall fail to discharge or bond off any such
lien, then Landlord shall have the right (but not the obligation) to pay or
discharge any such lien or claim of lien or treat such lien or claim of lien as
a default under the terms of the lease. If Landlord elects to pay or discharge
any such lien or claim of lien, then Tenant shall pay to Landlord all of
Landlord's expenses incurred, including reasonable attorneys' fees, together
with interest on the funds so advanced at the highest rate permissible by law,
which payment shall be deemed additional rent, payable on demand. Tenant shall
have no obligation under this Subsection 13.D for any lien filed as a result of
work performed or material furnished for or on behalf of Landlord.


                                      B1-10

<Page>

         14. COMPLIANCE WITH LAW; RESTRICTIONS.

                  A. Tenant shall comply with all governmental laws, ordinances
and regulations affecting the Leased Premises or applicable to the use of the
Leased Premises, whether material or incidental to such use, including but not
limited to the correction, prevention and abatement of nuisances in, upon, or
connected with the Leased Premises, and including, but not limited to, the
Americans with Disabilities Act, 42 U.S.C Section 12101, et seq. Tenant shall
promptly comply with all changes in such governmental laws, ordinances,
regulations, orders and directives, and shall bear the full cost and risk of all
such compliance, including the cost of any alterations, additions or
improvements required by such governmental laws, ordinances, regulations, orders
and directives, whether structural or nonstructural in nature; provided,
however, Tenant shall only be required to comply with any such changes in
governmental laws, ordinances and regulations applicable to the use of the
Leased Premises, to the extent such compliance is required as a result of or
arising out of (i) Tenant's specific use and/or occupancy of the Leased
Premises, (ii) any alterations, additions and/or improvements to the Leased
Premises constructed by or at the direction of Tenant or (iii) any act,
negligence or omission on the part of Tenant or Tenant's employees, agents or
invitees, and Landlord shall be obligated to comply with any such changes to the
extent such compliance is required but neither as a result of nor arising out of
the types of conditions set forth in clauses (i), (ii) and (ii) above. Tenant
shall request Landlord's prior written consent pursuant to Paragraph 13, for any
such alterations, changes or improvements that are required to be made by
Tenant. Tenant shall not commit, or suffer to be committed, any waste upon the
Leased Premises or any nuisance, including but not limited to, excessive noise,
odors, vibrations or other annoyances.

                  B. Tenant acknowledges that the Leased Premises are subject to
the restrictive covenants imposed by instrument dated September 25, 1981, of
record in Deed Book 1841, page 1106 in the Clerk's Office of the circuit Court
of the County of Henrico, Virginia, as the same have been, and hereafter may be,
amended from time to time (the "Covenants"), and hereby agrees to conduct its
operations on and occupy the Leased Premises in accordance with and to otherwise
comply with the Covenants. Landlord agrees that, to the extent it has any
approval rights with respect to an amendment to the Covenants, it will not agree
to any such amendment without the consent of Tenant, which consent shall not be
unreasonably withheld.

         15. NET LEASE. Except as otherwise expressly provided in this lease,
this lease is a "net lease" which the parties intend to yield "net" to Landlord
the rental provided for in Section 3 hereof, and, except as otherwise expressly
provided herein, any present or future law to the contrary notwithstanding,
Tenant shall not be entitled to any abatement, reduction, set-off, counterclaim,
defense or deduction, with respect to any Rent, additional rent or other sum
payable hereunder, nor shall the obligations of Tenant hereunder be affected by
reason of: (i) any damage to or destruction of the Leased Premises; any taking
of the Leased Premises or any part thereof by condemnation or otherwise; (ii)
any prohibition, limitation, restriction or prevention of Tenant's use,
occupancy or enjoyment of the Leased Premises, or any interference with such
use, occupancy or enjoyment by any person; (iii) the impossibility or illegality
of performance by Landlord, Tenant or both; (iv) any action of any governmental
authority; or (v) any other cause whether similar or of dissimilar to the
foregoing.


                                      B1-11

<Page>

         16. ASSIGNMENT AND SUBLEASING.

                  A. Tenant may not assign this lease or any interest herein or
sublet the whole or any part of the Leased Premises, or permit the same to be
occupied by anyone other than Tenant, without in each instance having first
obtained Landlord's prior written consent, which consent shall not be
unreasonably withheld. If Landlord should consent to any such sublease or
assignment, Tenant shall nevertheless remain the principal obligor to the
Landlord under all the terms, conditions, covenants and obligations of this
lease, and the acceptance of an assignment or subletting of the Leased Premises
by any assignee or subtenant shall be construed as a promise on the part of such
assignee or subtenant to be bound by and to perform all of the terms, conditions
and covenants by which Tenant herein is bound. No such assignment or subletting
shall be construed to constitute a novation or a release of any claim Landlord
may then or thereafter have against Tenant hereunder. Landlord's consent to any
assignment or subletting shall not be deemed a consent to any subsequent
assignment or subletting and any assignee of this lease or "subtenant" of the
Leased Premises shall not further assign this lease or further sublease the
Leased Premises without first obtaining the express written consent of Landlord.
Tenant shall furnish Landlord with a fully executed counterpart of any such
assignment or sublease at the time such instrument is executed.

                  B. If Tenant is a corporation, any transfer of this lease by
or from Tenant by merger, consolidation, reorganization or liquidation, or the
sale or other transfer of a controlling percentage of the capital stock, or a
sale of fifty percent {50%} of the value of the assets of Tenant, shall, for
purposes of this lease, constitute an assignment. The phrase "controlling
"percentage" means the ownership of, and right to vote, stock possessing at
least 50% of the total combined voting power of all classes of Tenant's capital
stock issued, outstanding, and entitled to vote for the election of directors.
If Tenant is a partnership, any sale or other transfer of all or any portion of
any general partner or managing partner interest in Tenant shall, constitute an
assignment. Notwithstanding the provisions of this Section 16, Landlord's
consent shall not be required for any , transaction which is deemed an
assignment by virtue of this Subsection 16.B if the surviving entity immediately
after such transaction has a net worth of no less than the greater of (1) the
net worth of Tenant immediately prior to such transaction, or (2) $40,000,000.

                  C. As a condition precedent to Landlord's consent to any
assignment or sublease, Tenant hereby irrevocably assigns to Landlord, as
additional security for Tenant's obligations under this lease, all Rent from any
subletting or assignment of all or part of the Leased Premises, and Landlord, as
assignee, may collect such Rent and apply it toward Tenant's obligations under
this lease, except that, until the occurrence of an "event of default" (as
hereinafter defined), Tenant shall have the right to collect such Rent.

                  D. If Tenant requests Landlord to consent to a proposed
assignment or sublease, Tenant shall pay to landlord, whether or not such
consent shall be ultimately granted, Landlord's reasonable attorneys' fees
incurred in connection with such request.

         17. TAXES.

                  A. Tenant agrees to pay before they become delinquent all real
estate taxes and special assessments that may be lawfully levied or assessed
against the Leased Premises. If


                                      B1-12

<Page>

Landlord is required by any mortgagee of the Leased Premises to make monthly
installment payments of taxes due with respect to the Leased Premises, then
Tenant shall pay such mortgagee the taxes payable by Tenant hereunder in monthly
installments as required by such mortgagee. Tenant shall be entitled to
reimbursement from Landlord for the amount in excess of Tenant's Pro Rata Share
of such taxes and assessments paid by Tenant.

                  B. Tenant shall pay before delinquency any and all taxes,
assessments, license fees and public charges levied, assessed or imposed and
which become payable during the lease term upon Tenant's fixtures, furniture,
appliances and personal property installed or located in or on the Leased
Premises. Tenant shall also pay all franchise taxes, business taxes or other
similar taxes that may be levied or imposed upon the Leased Premises or the
business carried on therein and also all other taxes and rates which are or may
be payable by Tenant.

                  C. If Landlord shall receive any statement or notice relative
to any tax or assessment, in whole or part payable by Tenant, Landlord shall
promptly after receipt thereof deliver a copy of the same to Tenant. Tenant
shall have the privilege, before delinquency occurs, of contesting, objecting to
or opposing the legality or validity of any such taxes, assessments, impositions
or charges, in Landlord's name if necessary, provided that prompt notice of such
contest, objection or opposition shall be given to Landlord by Tenant at least
twenty (20) days before any delinquency and provided further that such contest,
objection or opposition shall not be carried on or maintained after the
aforesaid time limit for the payment by Tenant of the obligation, unless Tenant
shall have duly paid the amount involved under protest or shall procure and
maintain a stay of all proceedings to enforce any collection thereof, together
with all penalties, interest, costs and expenses, by a deposit of a sufficient
sum of money or by a good and sufficient undertaking as may be required or
permitted by law to accomplish such a stay, unless Tenant shall furnish Landlord
with a bond of a surety company qualified to do `business within the
Commonwealth of Virginia, satisfactory to Landlord, which in form, content and
amount of penalty, shall likewise be reasonably satisfactory to Landlord. In the
event of any such contest, objection or opposition, Tenant promises and agrees,
after the final determination thereof adversely to Tenant, to fully pay and
discharge the amounts involved in or affected by such contest, objection or
opposition, together with any penalties, fines, interest, costs, and expenses
that may have accrued thereon or that may result from any such action by Tenant.

                  D. Should any governmental taxing authority levy, assess or
impose a tax and/or assessment (other than a net income tax) upon or against the
rentals payable by Tenant to Landlord and/or against the gross receipts received
by Landlord from Tenant, either by way of substitution for or in addition to any
existing tax on land or buildings or otherwise, Tenant shall be responsible for
and pay such tax or assessment, or shall reimburse the Landlord for the amount
thereof, as the case may be, as additional rent, within thirty (30) days of
receipt of a bill therefor from Landlord.

         18. FIRE AND CASUALTY DAMAGE. In the event the Leased Premises are
damaged or destroyed by fire or other casualty, Tenant shall give immediate
notice thereof to Landlord. The rights and obligations of Landlord and Tenant in
the event of such casualty shall be as follows:


                                      B1-13

<Page>

                  A. Landlord shall within thirty (30) days after insurance
proceeds have been made available for such purpose, commence restoration of the
Building and prosecute the same diligently to completion. All insurance proceeds
arising from such damage or destruction (other than for Tenant's personal
property) shall be made available to Landlord for that purpose subject, however,
to the provisions of Subsection 18.E. Landlord's obligations under this Section
18 to repair or restore the Building shall in all events be limited to the
extent of the insurance proceeds made available to Landlord for such purposes
and to that portion of the Building, such as the footings, foundations, exterior
walls, roof, and the interior improvements originally installed by Landlord at
Landlord's expense for Tenant's benefit, but not including any construction,
alterations or improvements installed by Tenant (with Landlord's written consent
at Tenant's expense or by Landlord at Tenant's expense).

                  B. If the Building is substantially damaged or destroyed
during the last lease year of the initial term, without any further renewal or
extension, then Landlord shall have the right to terminate this lease upon
thirty (30) days notice to Tenant, provided such notice is given within ninety
(90) days after the occurrence of such damage or destruction. If Landlord
terminates this lease pursuant to this Subsection 18.B, the termination shall be
effective upon the date the damage or destruction occurred. For the purpose of
this Section, the Building shall be deemed "substantially damaged or destroyed"
if more than fifty (50%) percent of the gross area of the Improvements is
destroyed or the repair and replacement of the Building cannot be completed
within 180 days from the date such damage or destruction occurs.

                  C. Except to the extent specifically provided for in this
lease, neither the Rent nor any additional rent payable by Tenant, nor any of
Tenant's other obligations under any provisions of this lease, shall be affected
by any damage or destruction of the Building by any cause whatsoever, and Tenant
hereby specifically waives any and all additional rights it might otherwise have
under any law or statute.

                  D. If there should be a substantial interference with Tenant's
use of the Leased Premises as a result of such damage or destruction such that
Tenant cannot conduct its business in the Leased Premises, then the Rent shall
abate for such time as Tenant is unable to use the Leased Premises, but only to
the extent of the proceeds applicable to the Leased Premises and received by
Landlord under a rent insurance policy and; provided, further, that such damage
or destruction was not caused by the gross negligence or willful misconduct of
Tenant, its agents, employees, contractors or invitees.

                  E. Notwithstanding any other provision of this lease the
rights of Tenant and Landlord to the use of insurance, proceeds shall in all
events be subject to the provisions of any mortgages or deeds of trust
encumbering the Building and the rights of any mortgagee thereunder with respect
to such insurance proceeds.

         19. CONDEMNATION.

                  A. In the event that the whole of the Leased Premises shall be
condemned or taken in any manner for any public or quasi-public use, this lease
and the term and estate hereby granted shall forthwith cease and terminate as of
the date of vesting of title in the condemnor. In the event that only a part of
the Leased Premises shall be so condemned or taken, then, effective


                                      B1-14

<Page>

as of the date of such vesting of title, the Rent hereunder for such part shall
be equitably abated and this lease shall continue as to such part not so taken.
In the event that only a part of the building shall be so condemned or taken,
then (1) if substantial structural alteration or reconstruction of the building
shall, in the opinion of Landlord, be necessary or appropriate as a result of
such condemnation or taking (whether or not the Leased Premises be affected),
Landlord may, at its option, terminate this lease and the term and estate hereby
granted as of the date of such vesting of title by notifying Tenant in writing
of such termination within thirty (30) days following the date on which Landlord
shall have received notice of vesting of title, or (2) if Landlord does not
elect to terminate this lease as aforesaid, this lease shall be and remain
unaffected by such condemnation or taking, except that the Rent shall be abated
to the extent, if any, as hereinbefore provided. In the event that only a part
of the Leased Premises shall be so condemned or taken and this lease and the
term and estate hereby granted are not terminated as hereinbefore provided,
Landlord will, to the extent it receives cash proceeds from such condemnation
proceeding, restore with reasonable diligence the remaining structural portions
of the Leased Premises, as near as practicable, to the same condition as existed
immediately prior to such condemnation or taking.

                  B. In the event of termination in any of the cases hereinabove
provided, this lease and the term and estate hereby granted shall expire as of
the date of such termination with the same effect as if that was the date
hereinbefore set for the expiration of the term of this lease, and the rents
hereunder shall be apportioned as of such date.

                  C. In the event of any condemnation or taking hereinabove
mentioned of all or part of the Leased Premises, Landlord shall be entitled to
receive the entire award in the condemnation proceeding, including any award
made for the value of the estate vested by this lease in Tenant, and Tenant
hereby expressly assigns to Landlord any and all right, title, and interest of
Tenant now or hereafter arising in or to any part thereof, and Tenant shall be
entitled to receive no part of such award; provided, however, Tenant shall have
the right, at its sole cost and expense, to assert a separate claim in any
condemnation proceeding for its personal property, trade fixtures and moving
expenses.

         20. INDEMNIFICATION BY TENANT. Unless caused by the gross negligence or
willful misconduct of Landlord or of another tenant in the Building, Tenant
shall protect, indemnify and save harmless Landlord from and against all
liabilities, obligations, claims, damages, penalties, causes of action, costs
and expenses (including without limitation, reasonable attorneys' fees and
expenses) imposed upon or incurred by or asserted against Landlord by reason of
(a) any occurrence, injury to or death of persons (including workmen) or loss of
or damage to property occurring on or about the Leased Premises or any part
thereof or any adjoining or nearby sidewalks, curbs, vaults, vault space, if
any, streets or ways, (b) any use, non-use or condition of the Leased Premises
or any part thereof or any adjoining or nearby sidewalks, curbs, parking lots,
vaults or vault space, if any, streets or ways, (c) any failure on the part of
Tenant to perform or comply with any of the terms of this lease, (d) performance
of any labor or services or the furnishing of any materials or other property in
respect of the Leased Premises or any part thereof or (e) any release or threat
of a release of a hazardous or toxic substance or a pollutant or contaminant,
including petroleum and petroleum products, on or from the Leased Premises. In
case any action, suit or proceeding is brought against Landlord by reason of any
such occurrence, Tenant, upon Landlord's request, shall at Tenant's expense
resist and


                                      B1-15

<Page>

defend such action, suit or proceeding, or cause the same to be resisted and
defended by counsel (reasonably acceptable to Landlord) designated by the
insurer whose policy covers such occurrence or by counsel designated by Tenant
and approved by Landlord. The obligations of Tenant under this Section arising
by reason of any such occurrence having taken place during the term of this
lease shall survive any expiration or termination of this lease.

         21. INSURANCE.

                  A. Tenant covenants and agrees that it will, at all times
during the entire term of this lease keep in full force and effect a policy of
comprehensive public liability insurance issued by a reputable insurance company
licensed to do business in the Commonwealth of Virginia with respect to the
Leased Premises and the business conducted by Tenant thereon in r which the
limits of liability shall not be less than ONE MILLION DOLLARS ($1,000,000.00)
for death or bodily injury and in which the property damage liability shall not
be less than ONE MILLION DOLLARS ($1,000,000.00). These policies shall name, as
additional insureds, Landlord and any other entity having an insurable interest
or liability in or relating to the Leased Premises (including any mortgagee of
Landlord). All insurance policies described or required by this Section shall
provide that the insurance thereunder shall not be cancelable prior to twenty
(20) days written notice thereof to Landlord. A certified copy of such policies
and any renewals thereof or certificates of such insurance shall be delivered to
Landlord prior to Tenant's taking possession of the Leased Premises and any
renewals of said policies shall be delivered to Landlord at least fifteen (15),
days prior to the expiration of the policies. Any such policies shall be primary
and noncontributing with insurance carried by Landlord.

                  B. Tenant also covenants and agrees, at its cost, to maintain
on all its personal property, tenant improvements or alterations (including any
improvements to the Leased Premises installed by Tenant or on Tenant's behalf, a
policy of standard fire and extended coverage insurance, to the extent of at
least 80% of the full replacement value. The proceeds from any such policy shall
be used by Tenant for the replacement of the personal property of Tenant and the
restoration of improvements and alterations to the Leased Premises, it being
understood between the parties that the insurance required by this section shall
not in any way limit Tenant's obligation to restore the Leased Premises, to a
condition, as near as practicable, to that which existed at the Commencement
Date.

                  C. Tenant further covenants and agrees, at its cost, to
ma1ntain business interruption insurance sufficient to provide not less than six
month's coverage of all Rent and additional rent payable hereunder, in the event
that the Leased Premises are rendered untenantable in whole or in part by an
insurable risk.

                  D. Tenant covenants and agrees that it will, at all times
during the term of this lease, obtain and keep in force for the benefit of
Tenant, Landlord and any other person (including the holder of any mortgage or
deed of trust) having an insurable interest and designated by Landlord,
insurance on the Improvements and all fixtures and equipment located on or in
the Leased Premises in such amounts as are required by any mortgagee of the
Leased Premises, but not less than the full cost replacement value thereof
(excluding footings and foundations), with replacement cost endorsement. Such
policy shall contain coverage against loss, damage or destruction by fire and
such other hazards as are commonly covered and

                                      B1-16

<Page>

protected against under policies of insurance known as extended coverage
insurance as the same may exist from time to time according to the laws of the
Commonwealth of Virginia and may contain a deductible clause not to exceed
$10,000.00.

                  E. Any insurance required by this Section 21 may be supplied
by means of a blanket or umbrella insurance policy so long as the protection
provided by such blanket or umbrella policy against each risk specified in this
Section 21 cannot be reduced by claims for other risks not arising from the
Leased Premises to amounts less than those specified herein, and so long as the
other provisions of this Section 21 are complied with.

                  F. Landlord and Tenant shall have included in their respective
insurance policies waivers of their respective insurers' right of subrogation
against the other party or anyone claiming through or under them that any such
insurer of one party may acquire against the other by virtue of payment of any
loss under the insurance covering the Leased Premises, the Improvements, or the
contents thereof, required by this lease to be carried by such party. If such a
waiver should be unobtainable or unenforceable, then such policies of insurance
shall expressly state and agree that such policies shall not be invalidated if
the assured, before the casualty, waives the right of recovery against any party
responsible for a casualty covered by the policy. Upon request of Landlord,
Tenant shall provide written evidence acceptable to Landlord that its insurer or
insurers have waived their rights of subrogation as hereinabove provided.

         22. WAIVER OF CLAIMS. Tenant, as a material part of the consideration
to be rendered to Landlord, hereby waives all claims against Landlord for
damages to goods, wares, inventory, equipment and merchandise, in, upon, or
about the Leased Premises and for injury to Tenant, its agents or third persons
in or about the Leased Premises from any cause arising at any time, including,
without limitation, any damage or injury caused by the discharge, whether
accidental or otherwise, of the sprinkler system installed in the Leased
Premises.

         23. SIGNS. No signs (other than as shown in the Plans and
Specifications) shall be erected, placed or painted on the exterior walls of the
building without the prior written consent of Landlord. In the event Landlord
gives its approval for any such additional signs, Tenant shall remove all such
signs at the termination of this lease at its sole risk and expense and shall in
a good and workmanlike manner promptly repair any damage and close any holes
caused by removal of such signs.

         24. LANDLORD'S RIGHT OF ENTRY. Landlord and its authorized agents or
designees shall have the right to enter the Leased Premises at any reasonable
time and after reasonable notice to Tenant for the following purposes: (a)
inspecting the general condition and state of repair of the Leased Premises; (b)
the making of repairs required by Landlord; (c) showing of the premises to any
prospective purchaser; (d) the showing of the premises for lease If the Tenant
shall have not renewed or extended this lease within the time herein provided;
or (e) the showing of the building for any other legal or reasonable purpose. If
Tenant shall not have renewed or extended this lease under the terms set forth
herein prior to the final 360 day period of the lease term, Landlord and its
authorized agents i shall have the right to erect on or about the Leased
Premises or on the building of which the Leased Premises are a part a sign
advertising the property for lease or for sale. The foregoing notwithstanding,
Landlord and its agents and designees, shall have the right to enter the Leased
Premises, without notice to Tenant,


                                      B1-17

<Page>

at any time there is an emergency in the Leased Premises or in the building of
which the Leased Premises are a part. Tenant shall, prior to taking possession
of the Leased Premises, deliver a complete set of keys to the Leased Premises to
the Landlord for such emergency use. Tenant covenants that if it shall
thereafter change or add additional locks on the doors to the Leased Premises it
will immediately provide new keys to the Landlord.

         25. HOLDING OVER. If Tenant, or any of its successors in interest,
shall remain in possession of the Leased Premises, or any part thereof, after
the expiration of the term of this lease, such holding over shall constitute and
be construed as a tenancy from month to month only, at a monthly rental of 125%
for the first two months of such holding over period and 150% thereafter of the
monthly Rent applicable during the last month of the term of the lease or the
last prior renewal thereof. Tenant shall also pay any additional rent
attributable to Tenant's occupation of the Leased Premises and any damages, if
any, incurred by Landlord as a result of such holding over. Tenant shall also be
subject to all of the conditions, provisions and obligations of this lease
insofar as the same are applicable to a month-to-month tenancy. Nothing
contained herein shall constitute permission granted or inferred for Tenant to
remain in possession beyond the exact termination date of this lease, as
extended by any renewals or options unless specifically granted by Landlord in
writing.

         26. DEFAULT BY TENANT. The following events shall be deemed to be
"events of default" by Tenant under this lease:

                  A. Tenant's failure to pay any installment of the Rent-or
additional rent on the date the same is due if such failure shall continue for a
period of ten (10) calendar days after notice thereof to Tenant; provided, if
such a notice is required to be given twice during any 12 month period during
the original or any extended or renewal term of this lease, any subsequent
failure to pay Rent or additional rent hereunder shall be an "event of default"
without any notice; or Tenant's failure to comply with any term, provision or
covenant of Section 21 if such failure shall continue for a period of ten (10)
calendar days after notice thereof to Tenant.

                  B. Tenant's failure to comply with any term, provision or
covenant of this lease not described in Subsection 26.A, if such failure shall
continue for more than thirty (30) days after notice thereof to Tenant, or if
such failure cannot reasonably be cured within the said thirty (30) days and
Tenant shall not have commenced to cure such failure within such thirty (30) day
period or shall not thereafter with reasonable diligence and good faith proceed
to cure such failure.

                  C. Tenant shall become insolvent, or shall make a transfer in
fraud of creditors, or shall make an assignment for the benefit of creditors.

                  D. Tenant shall file a petition under any section or chapter
of the Bankruptcy Code, as amended, or under any similar law or statute of the
United States or any state thereof; or Tenant shall be adjudged bankrupt or
insolvent in proceedings filed against Tenant thereunder.

                  E. A Receiver or Trustee shall be appo1nted for all or
substantially all of the assets of Tenant and such Receiver or Trustee shall
within a reasonable time fail to (i) affirm this lease, (ii) provide adequate
assurances as to its ability to perform all of the terms and conditions


                                      B1-18

<Page>

of this lease as a Receiver or Trustee for Tenant, (iii) cure all defaults, and
(iv) pay all damages incurred by Landlord as a result of Tenant's defaults.

                  F. Tenant shall do or permit to be done anything which creates
a lien upon the Leased Premises in violation of the provisions of Subsection
13.D.

         Upon the occurrence of any of such events of default, Landlord shall
have the right at Landlord's election to pursue, in addition to and cumulative
of any other rights Landlord may have, at law or in equity, anyone or more of
the following remedies without any notice or demand whatsoever:

                  (i) Terminate this lease and accelerate all , rentals due
hereunder, in which event Tenant shall immediately surrender the Leased Premises
to Landlord, and if Tenant fails to do so, Landlord, may, without prejudice to
any other remedy that it may have for possession or arrearages in Rent or
additional rent, enter upon and take possession of the Leased Premises and expel
or remove Tenant and any other person who may be occupying the Leased Premises
or any part thereof, by force, if necessary without being liable for prosecution
or any claim of damages , therefor; and Tenant agrees to pay to Landlord on
demand the amount of all loss and damage that Landlord may suffer by reason of
such termination, whether through inability to relet the Leased Premises on
satisfactory terms or otherwise.

                  (ii) Enter upon and take possession of the Leased Premises and
expel or remove Tenant and any other person who may be occupying the Leased
Premises or any part thereof, by force if necessary, without being liable for
prosecution or any claim for damages therefor; and relet the Leased Premises and
receive the Rent therefor; and Tenant agrees to pay to Landlord on demand any
deficiency that may arise by reason of such reletting.

                  (iii) Enter upon the Leased Premises, by force, if necessary,
without being liable for prosecution or any claim for damages therefor, and do
whatever Tenant is obligated to do under the terms of this lease or correct any
damage caused by the breach of any covenant of Tenant contained herein, and
Tenant agrees to reimburse Landlord on demand for any expenses that Landlord may
incur in thus effecting compliance with Tenant's obligations under this lease
and Tenant further agrees that Landlord shall not be liable for any damages
resulting to the Tenant from such action, whether caused by the negligence of
Landlord or otherwise.

                  (iv) Require all rental payments by "subtenants" (including
within that term any third parties occupying various portions of the Leased
Premises under the terms of sublease agreements with Tenant as sublandlord) that
would otherwise be paid to Tenant to be paid directly to Landlord and apply such
rentals so paid to or collected by Landlord against any rents or other charges
due to Landlord by Tenant hereunder. No direct collection by Landlord from any
such "subtenants" shall release Tenant from the further performance of Tenant's
obligations hereunder. Pursuit of any of the foregoing remedies shall not
preclude pursuit of any of the other remedies herein provided or any other
remedies provided by law, nor shall pursuit of any remedy herein provided
constitute a forfeiture or waiver of any Rent due to Landlord hereunder or of
any damages accruing to Landlord by reason of the violation of any of the terms,
provisions, and covenants herein contained. In determining the amount of loss or
damage that


                                      B1-19

<Page>

Landlord may suffer by reason of termination of this lease or the deficiency
arising by reason of the reletting by Landlord, as above provided, allowance
shall be made for the expense of repossession and any repairs or remodeling
undertaken by Landlord following repossession, and for any leasing commissions
incurred by Landlord.

                  (v) In case of re-entry, repossession or termination of this
lease, whether or not the same is the result of the institution of summary or
other proceedings, Tenant shall remain liable (in addition to other accrued
liabilities), to the extent legally permissible, for the Rent, additional rent
and all other charges provided for herein until the date this lease would have
expired had such termination, re-entry or repossession not occurred.

         27. SURRENDER OF LEASE NOT MERGER. The voluntary or other surrender of
this lease by Tenant, or a mutual cancellation thereof, shall not work a merger
and shall, at the option of Landlord, terminate all or any existing subleases,
and/or subtenancies, or may, at the option of Landlord, act as an assignment to
it of any or all such subleases or subtenancies.

         28. ATTORNEYS' FEES. In the event that Landlord should bring suit for
the possession of the Leased Premises, for the recovery of any sum due under or
because of the breach of any covenant of this lease, or for any other relief
against Tenant, declaratory or otherwise, or should Tenant bring any action for
any relief against Landlord, declaratory or otherwise, arising out of this
lease, the party prevailing in any such suit, shall be entitled to receive from
the other party all reasonable attorneys' fees of the prevailing party, which
fees shall be payable whether or not such action is prosecuted to judgment.

         29. NOTICES. Any notice, request or demand required or permitted to be
given pursuant to this lease shall be in writing and shall be deemed
sufficiently given if delivered by messenger at the address of the intended
recipient or sent prepaid by Federal Express (or a comparable guaranteed
overnight delivery service), with delivery in either such case evidenced by a
receipt, or deposited in the united states first class mail (registered or
certified, postage prepaid, with return receipt requested), addressed to the
intended recipient, as follows (or at such other address as the intended
recipient may have specified by written notice to the sender given in accordance
with the requirements of this Section):

<Table>
<S>                                      <C>
                  IF TO TENANT:          Resource Mortgage Capital, Inc.
                                         4101 Cox Road, Suite 100
                                         Glen Allen, VA 23060
                                         Attention: President

                  IF TO LANDLORD:        Innslake, L.P.
                                         12 South Third Street
                                         Richmond, VA 23219
                                         Attention: Alan T. Lingerfelt

                  with a copy to:        McGuire, Woods, Battle & Boothe
                                         One James Center
                                         Richmond, VA 23219
                                         Attention: William F. Gieg
</Table>


                                      B1-20

<Page>

Any such notice, request or demand so given shall be deemed given on the day it
is received, if delivered by messenger or delivery service, or two days after
its postmark date, if sent by registered or certified mail.

         30. WAIVER. The waiver by Landlord of any breach of any term, covenant,
or condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition for any subsequent breach of the same or any other term,
covenant, or condition herein contained. The subsequent acceptance of Rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant, or condition of this lease, other than the
failure of Tenant to pay the particular rental so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
Rent.

         31. REMEDIES CUMULATIVE. All the rights and remedies herein given to
the Landlord for the recovery of the Leased Premises because of the default by
the Tenant in the payment of any sums that may be payable pursuant to the terms
of this lease, or upon the breach of any of the terms hereof, or the right to
re-enter and take possession of the Leased Premises upon the happening of any of
the defaults or breaches of any such covenants, or the right to maintain any
action for Rent or damages and all other rights and remedies allowed at law or
in equity, are hereby reserved and conferred upon the Landlord as distinct,
separate and cumulative remedies, and no one of them, whether exercised by the
Landlord, shall be deemed to be in exclusion of any of the others.

         32. GOVERNING LAW. This lease shall be construed and governed by the
applicable laws of the Commonwealth of Virginia.

         33. STATUS OF LANDLORD.

                  A. Anything in this lease to the contrary notwithstanding,
Tenant agrees that Tenant shall look solely to the estate and interest of
Landlord in the Leased Premises for the collection of any judgment (or other
judicial process) requiring the payment of money by Landlord in the event of a
default or breach by Landlord with respect to any of the terms, conditions and
covenants of this lease to be performed by Landlord; subject, however, to the
prior rights of any mortgagee to all or any part of the Leased Premises. Tenant
acknowledges and agrees that no other assets of Landlord, its directors,
officers, employees, agents or affiliates shall be subject to levy, execution or
other judicial process for the satisfaction of Tenant's claim.

                  B. Landlord shall have the absolute and unfettered right to
sell or transfer all or part of its interest in the Leased Premises and Tenant
acknowledges and agrees that upon such sale or transfer the term "Landlord"
shall mean only the new owner or transferee and the transferor shall be
automatically relieved of and discharged of all further liability with respect
to the performance of any of the terms, conditions and covenants of this lease,
and Tenant agrees to thereafter look only to such purchaser or transferee of
Landlord's interest in the Leased Premises for the performance of Landlord's
obligations hereunder.


                                      B1-21

<Page>

         34. FIRST OFFER ON ADDITIONAL SPACE.

                  A. In the event that at any time during the term of this lease
when space in the Building, other than the Leased Premises, shall become
available to Landlord for leasing and provided Tenant is not then in default
hereunder, Landlord shall, prior to leasing such space to any other party, offer
to lease such space to Tenant upon then reasonable terms. Any such offer shall
be effected by written notice from Landlord to Tenant and Tenant shall have ten
days after receipt of such offer to rent such additional space on the terms
offered. If Tenant does not accept the offer contained in Landlord's notice
within the period provided, then Landlord shall have the absolute right to lease
such space to anyone other than Tenant on such terms and conditions as Landlord
may elect.

                  B. In the event that at any time during the term of this lease
after the second anniversary of the Commencement Date, when there exists a lease
to a third party of space in the Building for 5,000 or less square feet and
provided Tenant is not then in default hereunder, Tenant shall have the option
to offer to lease such space from Landlord upon then reasonable terms mutually
agreed to by Landlord and Tenant. Any such offer shall be effected by six-months
prior written notice from Tenant to Landlord and, provided the terms of such
offer are acceptable to Landlord, Landlord shall endeavor to relocate such other
tenant or to negotiate an early termination of such other tenant's lease within
the six-month notice period. If Landlord is able to relocate or negotiate an
early termination of its lease with such other tenant, Tenant shall pay all
costs and expenses incurred by Landlord to effect such relocation and/or early
termination and shall rent such additional space on the terms offered.

         35. MISCELLANEOUS PROVISIONS.

                  A. TITLES. ETC. The marginal headings or titles to the
Sections of this lease are not a part of this lease and shall have no effect
upon the construction or interpretation of any part of this lease. Whenever the
singular number is used in this lease and when required by the context, the same
shall include the plural, and the masculine gender shall include the feminine
and neuter genders, and the word "person" shall include corporation, firm, or
association. If there be more than one Tenant, the obligations imposed under
this lease upon Tenant shall be joint and several.

                  B. ENTIRE AGREEMENT. This instrument contains all of the
agreements and conditions made between the parties to this lease and may not be
modified orally or in any other manner than by an agreement in writing signed by
all the parties to this lease, or their respective successors in interest.

                  C. FORCE MAJEURE. Whenever a day is appointed herein on which,
or a period of time is designated within which, either party is required to do
or complete any act, matter or thing, the time `for the doing or completion
thereof shall be extended by a period of time equal to the number of days on or
during which such party is prevented from, or is materially interfered with in
the course of, the doing or completion of such act, matter or thing because of
strikes, lock-outs, embargoes, unavailability of labor or materials, wars,
insurrections, rebellions, declaration of national emergencies, acts of God, or
other causes beyond such party's reasonable control (financial inability
excluded); provided, however, nothing contained in this Subsection


                                      B1-22

<Page>

shall excuse either party from the prompt payment of any amount payable by such
party hereunder except as may be expressly provided elsewhere in this lease.

                  D. SUCCESSORS. The terms and provisions of this lease shall be
         binding upon and inure to the benefit of the heirs, executors,
         administrators, successors, and assigns of Landlord and Tenant.

                  E. SEVERABILITY. If any provision of this lease shall at any
         time be deemed to be invalid or illegal by the entry of a final
         judgment from a court of competent jurisdiction, which judgment is not
         subject to appeal, then, in that event, this lease shall continue in
         full force and effect with respect to the remaining provisions of this
         lease as if the invalidated provision had not been contained herein.

                  F. MEMORANDUM OF LEASE. At the request of either party, a
         short form memorandum of this lease suitable for recordation, but in no
         way varying the provisions of this lease, shall be entered into by
         Landlord and Tenant containing a description of the Leased Premises,
         the term of the lease and any renewal options, the existence of the
         right of first offer, and such other terms as the parties may agree.
         The cost of preparing and recording such a memorandum shall be at the
         expense of the requesting party. Upon the expiration or earlier
         termination of this lease, Tenant agrees to deliver to Landlord a lease
         - termination agreement, in recordable form, containing such terms and
         conditions as may be reasonably required by Landlord to better evidence
         the termination of this lease.

                  G. BROKERS. Tenant warrants to Landlord that it has had no
         dealings with any real estate broker or agent in connection with the
         negotiation of this lease other than Sigma Commercial Realty, Inc.
         ("Agent") and that it knows of no other real estate broker or agent who
         is or might be entitled to a commission in connection with this lease.
         The parties recognize that Landlord shall be solely responsible for the
         payment of brokerage commissions to Agent and that Tenant shall have no
         responsibility therefor.

         IN WITNESS WHEREOF, Landlord and Tenant. have signed and sealed this
lease as of the day and year above written by their duly authorized officers.

<Table>
<S>                                                          <C>
LANDLORD:                                                    INNSLAKE, L.P.


                                                             By: /s/ ALAN T. LINGERFELT
                                                                 ----------------------------
                                                             Name:  Alan T. Lingerfelt
                                                             Title: General Partner


TENANT:                                                      RESOURCE MORTGAGE CAPITAL, INC.


                                                             By: /s/  W. LANCE ANDERSON
                                                                 ----------------------------
                                                             Name:  W. Lance Anderson
                                                             Title: Executive Vice President
</Table>


                                     B1-23

<Page>


                                    EXHIBIT A

                 to Deed of Lease dated as of September 15, 1994
                           between Innslake, L.P. and
                         Resource Mortgage Capital, Inc.

                              Property Description


         ALL that certain lot, piece or parcel of land with all improvements
thereon and appurtenances thereunto belonging, lying and being in Three Chopt
District, Henrico County, Virginia, shown as Parcel A on plat dated September 8,
1994, prepared by Foster & Miller, P.C., entitled "Plat of Two Parcels On The
West Line of Cox Road, Three Chopt District, Henrico County, Virginia," and more
particularly described as follows:

         BEGINNING at a point 1,811.32' from the intersection of the west line
of Cox Road with the north line of Nuckols Road Extended, thence N. 56 degrees
09'97" 898.66' to a point, thence N. 28 degrees 45'52" E. 289.59', thence N. 67
degrees 31'05" E. 3.06' to the TRUE POINT AND PLACE OF BEGINNING, thence N. 67
degrees 31'05" E. 411.94' to a point, thence along the centerline of a creek as
it meanders the following courses and distances, S. 47 degrees 18'50" E.
104.42', N. 77 degrees 49'00"E. 86.09', S. 28 degrees 42'42" E. 26.44', N. 88
degrees 21'48" E. 52.11', N. 35 degrees 26'49" E. 20.60', S. 72 degrees 37'39"
E. 101.81', S. 34 degrees 32'08" E. 96.83', S. 52 degrees 31'40" .E. 19.52', S.
75 degrees 11'42" E. 42.37', thence leaving the centerline of the creek, turning
and running along the western line of Cox Road (a variable width right of way)
S. 14 degrees 48'18" W. 66.87' to a point, thence continuing along said right of
way line along a curve to the left having a radius of 50.00', an arc distance of
57.96', chord bearing S. 48 degrees 00'57" W. 54.77', thence continuing along
said right of way line S. 14 degrees 48'18" W. 296.87', thence leaving said
right of way line and running N. 75 degrees 11'42" W. 111.09' to a point, thence
N. 56 degrees 09'07" W. 705.25' to the point and place of beginning, containing
5.69 acres.

                                      A-1

<Page>

                                      A1-1
                                   EXHIBIT A1
                 to Deed of Lease dated as of September 15, 1994
                           between Innslake, L.P. and
                         Resource Mortgage Capital, Inc.

                              Plat of the Property
                                   [Attached]


                                      A1-1

<Page>

                                    EXHIBIT B
                 to Deed of Lease dated as of September 15, 1994
                           between Innslake, L.P. and
                         Resource Mortgage Capital, Inc.


                                  RENT SCHEDULE

A.       Initial Term

<Table>
<Caption>
                      LEASE YEAR           RENT PER $ / S.F.         ANNUAL RENT ($)          MONTHLY RENT ($)
                      ----------           -----------------         ---------------          ----------------
<S>                                        <C>                       <C>                      <C>
                          1                      10.47                 523,500.00                 43,625.00
                          2                      10.78                 539,205.00                 44,933.75
                          3                      11.11                 555,381.15                 46,281.76
                          4                      11.44                 572,042.58                 47,670.22
                          5                      11.78                 589,203.86                 49,100.32
                          6                      12.14                 606,879.98                 50,573.33
                          7                      12.50                 625,086.38                 52,090.53
                          8                      12.88                 643,838.97                 53,653.25
                          9                      13.26                 663,154.14                 55,262.84
                          10                     13.66                 683,048.76                 56,920.73
</Table>

B.       Renewal Terms:

                  To be agreed upon by Landlord and Tenant prior to Tenant's
                  notice of the exercise of either of its respective renewal
                  options.


                                      B-1
<Page>

                                 SAXON MORTGAGE

                             NEW BASE RENT SCHEDULE

                                   EXHIBIT B-1

<Table>
<Caption>
                   OLD MONTHLY        OLD BASE                 ADD'L SPACE                          NEW BASE        NEW MONTHLY
     DATE           BASE RENT           RENT          RATE         S.F.         RATE X S.F.           RENT           BASE RENT
     ----           ---------           ----          ----         ----         -----------           ----           ----------
<S>                <C>               <C>              <C>      <C>              <C>               <C>               <C>
1999
   Apr-99           $51,254.89       $615,058.68      11.44        6,199         $70,936.18       $685,994.86        $57,166.24
   May-99           $51,254.89       $615,058.68      11.44        6,199         $70,936.18       $685,994.86        $57,166.24
   Jun-99           $51,254.89       $615,058.68      11.44        6,199         $70,936.18       $685,994.86        $57,166.24
   Jul-99           $51,254.89       $615,058.68      11.44        6,199         $70,936.18       $685,994.86        $57,166.24
   Aug-99           $52,684.99       $632,219.88      11.76        6,199         $72,915.42        705,135.30        $58,761.28
   Sep-99           $52,684.99       $632,219.88      11.76        6,199         $72,915.42        705,135.30        $58,761.28
   Oct-99           $52,684.99       $632,219.88      11.76        6,199         $72,915.42        705,135.30        $58,761.28
   Nov-99           $52,792.46       $633,509.52      11.79        6,199         $73,064.16       $706,573.68        $58,881.14
   Dec-99           $52,792.46       $633,509.52      11.79        6,199         $73,064.16       $706,573.68        $58,881.14

2000
   Jan-00           $52,792.46       $633,509.52      11.79        6,199         $73,064.16       $706,573.68        $58,881.14
   Feb-00           $52,792.46       $633,509.52      11.79        6,199         $73,064.16       $706,573.68        $58,881.14
   Mar-00           $52,792.46       $633,509.52      11.79        6,199         $73,064.16       $706,573.68        $58,881.14
   Apr-00           $52,792.46       $633,509.52      11.79        6,199         $73,064.16       $706,573.68        $58,881.14
   May-00           $52,792.46       $633,509.52      11.79        6,199         $73,064.16       $706,573.68        $58,881.14
   Jun-00           $52,792.46       $633,509.52      11.79        6,199         $73,064.16       $706,573.68        $58,881.14
   Jul-00           $52,792.46       $633,509.52      11.79        6,199         $73,064.16       $706,573.68        $58,881.14
   Aug-00           $54,265.47       $651,185.64      12.12        6,199         $75,102.79       $726,288.43        $60,524.04
   Sep-00           $54,265.47       $651,185.64      12.12        6,199         $75,102.79       $726,288.43        $60,524.04
   Oct-00           $54,265.47       $651,185.64      12.12        6,199         $75,102.79       $726,288.43        $60,524.04
   Nov-00           $54,376.23       $652,514.76      12.14        6,199         $75,256.08       $727,770.84        $60,647.57
   Dec-00           $54,376.23       $652,514.76      12.14        6,199         $75,256.08       $727,770.84        $60,647.57

2001
   Jan-01           $54,376.23       $652,514.76      12.14        6,199         $75,256.08       $727,770.84        $60,647.57
   Feb-01           $54,376.23       $652,514.76      12.14        6,199         $75,256.08       $727,770.84        $60,647.57
   Mar-01           $54,376.23       $652,514.76      12.14        6,199         $75,256.08       $727,770.84        $60,647.57
   Apr-01           $54,376.23       $652,514.76      12.14        6,199         $75,256.08       $727,770.84        $60,647.57
   May-01           $54,376.23       $652,514.76      12.14        6,199         $75,256.08       $727,770.84        $60,647.57
   Jun-01           $54,376.23       $652,514.76      12.14        6,199         $75,256.08       $727,770.84        $60,647.57
   Jul-01           $54,376.23       $652,514.76      12.14        6,199         $75,256.08       $727,770.84        $60,647.57
   Aug-01           $55,893.43       $670,721.16      12.48        6,199         $77,355.87       $748,077.03        $62,339.75
   Sep-01           $55,893.43       $670,721.16      12.48        6,199         $77,355.87       $748,077.03        $62,339.75
   Oct-01           $55,893.43       $670,721.16      12.48        6,199         $77,355.87       $748,077.03        $62,339.75
   Nov-01           $56,007.52       $672,090.24      12.50        6,199         $77,513.77       $749,604.01        $62,467.00
   Dec-01           $56,007.52       $672,090.24      12.50        6,199         $77,513.77       $749,604.01        $62,467.00
</Table>

                                      B1-1

<Page>

                                 SAXON MORTGAGE

                             NEW BASE RENT SCHEDULE

                                   EXHIBIT B-1
<Table>
<Caption>
                   OLD MONTHLY        OLD BASE                 ADD'L SPACE                          NEW BASE        NEW MONTHLY
     DATE           BASE RENT           RENT          RATE         S.F.         RATE X S.F.           RENT            BASE RENT
     ----           ---------           ----          ----         ----         -----------           ----            ---------
<S>                <C>               <C>              <C>      <C>              <C>               <C>               <C>
2002
   Jan-02           $56,007.52       $672,090.24      12.50        6,199         $77,513.77       $749,604.01        $62,467.00
   Feb-02           $56,007.52       $672,090.24      12.50        6,199         $77,513.77       $749,604.01        $62,467.00
   Mar-02           $56,007.52       $672,090.24      12.50        6,199         $77,513.77       $749,604.01        $62,467.00
   Apr-02           $56,007.52       $672,090.24      12.50        6,199         $77,513.77       $749,604.01        $62,467.00
   May-02           $56,007.52       $672,090.24      12.50        6,199         $77,513.77       $749,604.01        $62,467.00
   Jun-02           $56,007.52       $672,090.24      12.50        6,199         $77,513.77       $749,604.01        $62,467.00
   Jul-02           $56,007.52       $672,090.24      12.50        6,199         $77,513.77       $749,604.01        $62,467.00
   Aug-02           $57,570.24       $690,842.88      12.85        6,199         $79,676.55       $770,519.43        $64,209.95
   Sep-02           $57,570.24       $690,842.88      12.85        6,199         $79,676.55       $770,519.43        $64,209.95
   Oct-02           $57,570.24       $690,842.88      12.85        6,199         $79,676.55       $770,519.43        $64,209.95
   Nov-02           $57,687.75       $692,253.00      12.88        6,199         $79,839.18       $772,092.18        $64,341.02
   Dec-02           $57,687.75       $692,253.00      12.88        6,199         $79,839.18       $772,092.18        $64,341.02

2003
   Jan-03           $57,687.75       $692,253.00      12.88        6,199         $79,839.18       $772,092.18        $64,341.02
   Feb-03           $57,687.75       $692,253.00      12.88        6,199         $79,839.18       $772,092.18        $64,341.02
   Mar-03           $57,687.75       $692,253.00      12.88        6,199         $79,839.18       $772,092.18        $64,341.02
   Apr-03           $57,687.75       $692,253.00      12.88        6,199         $79,839.18       $772,092.18        $64,341.02
   May-03           $57,687.75       $692,253.00      12.88        6,199         $79,839.18       $772,092.18        $64,341.02
   Jun-03           $57,687.75       $692,253.00      12.88        6,199         $79,839.18       $772,092.18        $64,341.02
   Jul-03           $57,687.75       $692,253.00      12.88        6,199         $79,839.18       $772,092.18        $64,341.02
   Aug-03           $59,297.34       $711,568.08      13.24        6,199         $82,066.84       $793,634.92        $66,136.24
   Sep-03           $59,297.34       $711,568.08      13.24        6,199         $82,066.84       $793,634.92        $66,136.24
   Oct-03           $59,297.34       $711,568.08      13.24        6,199         $82,066.84       $793,634.92        $66,136.24
   Nov-03           $59,418.38       $713,020.56      13.27        6,199         $82,234.36       $795,254.92        $66,271.24
   Dec-03           $59,418.38       $713,020.56      13.27        6,199         $82,234.36       $795,254.92        $66,271.24

2004
   Jan-04           $59,418.38       $713,020.56      13.27        6,199         $82,234.36       $795,254.92        $66,271.24
   Feb-04           $59,418.38       $713,020.56      13.27        6,199         $82,234.36       $795,254.92        $66,271.24
   Mar-04           $59,418.38       $713,020.56      13.27        6,199         $82,234.36       $795,254.92        $66,271.24
   Apr-04           $59,418.38       $713,020.56      13.27        6,199         $82,234.36       $795,254.92        $66,271.24
   May-04           $59,418.38       $713,020.56      13.27        6,199         $82,234.36       $795,254.92        $66,271.24
   Jun-04           $59,418.38       $713,020.56      13.27        6,199         $82,234.36       $795,254.92        $66,271.24
   Jul-04           $59,418.38       $713,020.56      13.27        6,199         $82,234.36       $795,254.92        $66,271.24
   Aug-04           $61,076.27       $732,915.24      13.64        6,199         $84,528.86       $817,444.10        $68,120.34
   Sep-04           $61,076.27       $732,915.24      13.64        6,199         $84,528.86       $817,444.10        $68,120.34
   Oct-04           $61,076.27       $732,915.24      13.64        6,199         $84,528.86       $817,444.10        $68,120.34
   Nov-04           $61,200.93       $734,411.16      13.66        6,199         $84,701.39       $819,112.55        $68,259.38
   Dec-04           $61,200.93       $734,411.16      13.66        6,199         $84,701.39       $819,112.55        $68,259.38
</Table>

                                      B1-2


<Page>

                                 SAXON MORTGAGE

                             NEW BASE RENT SCHEDULE

                                   EXHIBIT B-1

<Table>
<Caption>
                   OLD MONTHLY        OLD BASE                 ADD'L SPACE                          NEW BASE         NEW MONTHLY
     DATE           BASE RENT           RENT          RATE         S.F.         RATE X S.F.           RENT            BASE RENT
     ----           ---------           ----          ----         ----         -----------           ----           -----------
<S>                <C>               <C>              <C>      <C>              <C>               <C>                <C>
2005
   Jan-05           $61,200.93       $734,411.16      13.66        6,199         $84,701.39       $819,112.55        $68,259.38
   Feb-05           $61,200.93       $734,411.16      13.66        6,199         $84,701.39       $819,112.55        $68,259.38
   Mar-05           $61,200.93       $734,411.16      13.66        6,199         $84,701.39       $819,112.55        $68,259.38
   Apr-05           $61,200.93       $734,411.16      13.66        6,199         $84,701.39       $819,112.55        $68,259.38
   May-05           $61,200.93       $734,411.16      13.66        6,199         $84,701.39       $819,112.55        $68,259.38
   Jun-05           $61,200.93       $734,411.16      13.66        6,199         $84,701.39       $819,112.55        $68,259.38
   Jul-05           $61,200.93       $734,411.16      13.66        6,199         $84,701.39       $819,112.55        $68,259.38
</Table>


                                      B1-3

<Page>

                                    EXHIBIT C
                 to Deed of Lease dated as of September 15, 1994
                           between Innslake, L.P. and
                         Resource Mortgage Capital, Inc.

                             Building Specifications


[See attached specifications dated August 26, 1994 and entitled "OUTLINE
SPECIFICATIONS - SAXON MORTGAGE, INNSBROOK NORTH, Henrico County, Virginia
-Prepared By: CMSS ARCHITECTS, Virginia Beach, Virginia -Developed By:
Lingerfelt Development Company, Richmond, Virginia -Constructed By: Leo J.
Martone & Associates, Virginia Beach, Virginia]


                                      C-1

<Page>

                                   EXHIBIT C-1

                             CLEANING SPECIFICATIONS

                     LOBBY, ENTRANCE, VESTIBULE AND HALLWAYS


DAILY

1.       Wash front door glass as well as adjacent architectural metal trim to
         remove fingerprints, smudges, etc.

2.       Sweep, spot clean and vacuum all lobby mats and pediments.

3.       Empty and wipe clean ash trays. Where sand urns are used, empty all
         debris, smooth sand and replace as needed.

4.       Clean, disinfect and polish all drinking fountains.

5.       Dust all horizontal surfaces within reach with a treated cloth.

6.       Vacuum carpeted floor surfaces.

7.       Spot clean all carpet stains.

8.       Sweep and dust mop hard floor surfaces.

9.       Hard floor surfaces will be damp mopped where applicable.

10.      Spot clean and polish all metal surfaces with a non-abrasive cleanser.

11.      Remove gum, tar and other foreign substances from floor surfaces.

12.      Wash service sinks and keep janitors closets in a neat and clean
         condition.

13.      Remove finger marks and smudges from elevator door and frame.


                                      C1-1

<Page>

                             CLEANING SPECIFICATIONS

               LOBBY, ENTRANCE, VESTIBULE AND HALLWAYS - CONTINUED

WEEKLY

1.       Clean baseboards.

2.       Dust high partitions, ledges and moldings.

3.       Buff or spray buff hard surfaces floors where applicable.

4.       Dust over plant containers.

5.       Wash doors and trim.

6.       Dust light fixtures (exterior).

7.       Detail vacuum all carpeted areas.

MONTHLY

1.       Dust ceiling grates and vents as needed.

SEMI-ANNUALLY

1.       Strip and refinish hard surface floors where applicable.


                                      C1-2

<Page>

                             CLEANING SPECIFICATIONS

                                  OFFICE AREAS


DAILY

1.       Empty all wastebaskets and receptacles. Replace soiled liners and
         transport to dumpster area for removal. Adhere to recycling program.
         (Any spillage is to be cleaned immediately.)

2.       Empty and damp wipe all ash trays where applicable.

3.       Dust all horizontal surfaces on the following:
         Desks (uncluttered areas)
         Credenzas
         Bookcases
         Chairs
         File and storage cabinets
         Tables
         Pictures and frames (as needed)
         Counters, ledges, shelves
         Telephones

4.       Vacuum all carpeted traffic areas and remove minor carpet stains.

5.       Sweep all resilient tile floor coverings with chemically treated dry
         mop.

6.       Damp mop all resilient tile floor surfaces as required to remove
         spillage.

7.       Clean, disinfect and polish all drinking fountains.

8.       Remove all fingerprints, severe or light scuff marks, water marks, or
         stains on floors, doors, walls and ceilings.

9.       Wipe down cafeteria tables/chairs where applicable.

10.      All lights will be turned out and suite doors locked by cleaners after
         completion of their duties.


                                      C1-3

<Page>


                             CLEANING SPECIFICATIONS

                            OFFICE AREAS - CONTINUED

WEEKLY

1.       Dust high partition ledges and moldings.

2.       Detail vacuum all carpeted areas.

3.       Spot clean doors and electric switch plates.

4.       Stiff brush or vacuum furniture (to remove lint and dirt).

5.       Dust windowsills and ledges.

MONTHLY

1.       Dust ceilings vents and grates as required.

2.       Spray buff tile floors.

3.       Dust window blinds.

ANNUALLY

1.       Strip and refinish tile floors.


                                      C1-4

<Page>

                             CLEANING SPECIFICATIONS

                        COMPUTER ROOMS - (RAISED FLOORS)

DAILY

1.       Empty all wastebaskets and receptacles.  Adhere to recycling program.

2.       Sweep and/or dust mop floors.

3.       Damp mop floor surfaces (wringing out mop completely).

4.       Remove gum, tar and other foreign substances from floor. Spot scrub
         difficult stains.

5.       Dust all horizontal surfaces (do not touch computer equipment).

WEEKLY

1.       Dust ceiling fans and vents.

2.       Spot clean doors and electric switch plates.

ANNUALLY

1.       Dry strip tile floors.


                                      C1-5

<Page>

                             CLEANING SPECIFICATIONS

                                    ELEVATORS


1.       Clean and vacuum elevator door tracks.

2.       Clean and polish both sides of elevator doors with a non-abrasive
         cleanser.

3.       Completely clean the interior of all elevator cabs including all
         horizontal and vertical surfaces.

4.       Dust and wet mop all floor surfaces (where applicable). Vacuum floor
         (if applicable).

5.       Remove gum, tar and other foreign substances from floor.

6.       Clean and polish all metal work with a non-abrasive cleanser.

7.       Damp wipe and polish all control panels.

WEEKLY

1.       Dust ceiling fans and vents.

2.       Clean and polish complete interior of cab.

3.       Perform carpet spot cleaning.

                                      C1-6


<Page>

                             CLEANING SPECIFICATIONS

                                   STAIRWELLS


1.       Dust all handrails and risers.

2.       Sweep all resilient tile floor surfaces with chemically treated dry
         mop. Spot mop to remove spoilage.

MONTHLY

1.       Wet mop stairway steps and landings (fire tower).

2.       Wash doors and trim.

                                      C1-7

<Page>

                             CLEANING SPECIFICATIONS

                                   LAVATORIES


DAILY

1.       Sweep or dust mop floor surfaces.

2.       Wet mop floor surfaces with disinfectant solution. Deck brush under
         urinals and behind toilets as required.

3.       Remove gum, tar and other foreign substances from floor surfaces.

4.       Dust horizontal surfaces within reach.

5.       Remove all finger marks from walls, stalls, doors and light switches.

6.       Polish all stainless steel chrome fixtures and dispensers.

7.       Clean and polish mirrors, frames, shelves, wash basins and soap
         dispensers, seat hinges and metal trim.

8.       Wash and disinfect interior and exterior of all basins, bowls and
         urinals, with combination cleaner, disinfect, deodorizer.

9.       Empty all clean all waste and sanitary containers. Replace soiled
         liners and transport to dumpster area for removal.

10.      Spot clean walls around sink, towel dispensers, urinals, toilets,
         partitions and door frames.

11.      Hand dust and clean all partitions, tops of tile ledges, all paper and
         sanitary napkin dispensers.

12.      Refill all toilet tissue, sap, sanitary napkin, seat and towel
         dispensers.

13.      Clean and disinfect all shower room floors, walls and ceilings.


                                      C1-8

<Page>

                             CLEANING SPECIFICATIONS

                             LAVATORIES - CONTINUED


MONTHLY

1.       Clean and disinfect all floor drains, ventilating grills, exhaust fans
         and ducts.

2.       High dust all horizontal surfaces above the reach of the average person
         (such as door frames, partitions, ledges, etc.)

3.       Wash and disinfect walls, partitions, doors and trim. Pay special
         attention to areas behind toilets.

4.       Clean baseboards.

5.       Machine scrub floors.

6.       Clean all partitions.

                                     C1-9

<Page>


                             CLEANING SPECIFICATIONS

           SERVICE AREA, VENDING AREA AND CAFETERIA (WHERE APPLICABLE)


DAILY

1.       Empty all wastebaskets and receptacles. Replace soiled liners and
         transport to dumpsters area for removal. (Any spillage is to be cleaned
         immediately.)

2.       Spot clean exteriors of waste containers.

3.       Dust mop and damp mop floor surfaces.

4.       Remove gum, tar, and other foreign substances from floor surfaces.

5.       Spot clean and polish all metal surfaces.

6.       Dust horizontal surfaces within reach.

7.       Empty and wipe clean all ashtrays where applicable. Where sand urns are
         used, empty all debris, smooth sand and replace as needed.

8.       Spot clean marks from walls, light switches and trim.

9.       Damp wipe counter tops.

WEEKLY

1.       Dust high partitions, ledges and moldings.

2.       Clean baseboards.

3.       Wash doors and trim.

4.       Spray buff tile floors.

                                     C1-10

<Page>


                                    EXHIBIT D
                 to Deed of Lease dated as of September 15, 1994
                           between Innslake, L.P. and
                         Resource Mortgage Capital, Inc.

                                 Building Plans


[See attached plans (2 sheets) containing proposed elevation and proposed floor
plans, prepared by CMSS Architects, dated August 26, 1994]


                                      D-1

<Page>

                            FIRST AMENDMENT TO LEASE

         THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made as of the 1st
day of August, 1995, by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a
Pennsylvania limited partnership (the "Landlord"), and RESOURCE MORTGAGE
CAPITAL, INC., a Virginia corporation (the "Tenant").

                                   WITNESSETH:

         WHEREAS, Innslake, L.P., a Virginia limited partnership ("Innslake"),
and Tenant entered into a Deed of Lease dated September 15, 1994 (the "Lease"),
with respect to approximately 50,000 square feet of office space in a 60,000
square foot office building to be constructed on real property located in
Henrico County, Virginia (the "Property");

         WHEREAS, Landlord succeeded to Innslake's interest in the Lease and the
Property pursuant to a transfer and assignment of all partnership interests in
Innslake to Landlord, as evidenced by a Deed in Confirmation of Dissolution from
Innslake to Landlord dated March 1, 1995, recorded in the Clerk's Office,
circuit Court, Henrico County, Virginia ("Clerk's Office") , in Deed Book 2571,
Page 2386, and by a Bill of Sale, Assignment and Assumption of Leases dated
March 1, 1995;

         WHEREAS, Landlord has completed the construction of the off ice
building on the Property and Tenant and other tenants have taken occupancy
thereof; and

         WHEREAS, Landlord and Tenant have agreed to amend certain provisions of
the Lease as hereinafter set forth.

         NOW, THEREFORE, for and in consideration of the premises, the mutual
covenants and agreements contained in the Lease and herein, and the rents to be
paid by Tenant to Landlord, the parties hereby agree to amend the Lease as
follows:

         1. The parties acknowledge and agree that the Commencement Date under
the Lease was August 1, 1995.

         2. Effective as of August 1, 1995, Section 17.A of the Lease is hereby
amended by deleting in each instance the phrase "Leased Premises" and
substituting in lieu thereof the phrase "Property and Improvements."

         3. The Lease is hereby amended by adding the following as Section
35.H., NO SMOKING POLICY:

                  Tenant agrees that it will maintain a "No Smoking" policy
                  within the Leased Premises, discourage its employees,
                  licensees and invitees from smoking in the common areas within
                  the Building, and will encourage that any cigarette smoking by
                  its employees occur outside the Building in one or more
                  designated smoking areas. Although one or more other tenants
                  in the Building may from time to time impose the same or a
                  similar no smoking policy

                                      C1-1

<Page>

                  with respect to the common areas within the Building and such
                  tenants' respective premises, Landlord shall be under no
                  obligation to Tenant to enforce any such policy, and the
                  failure of any other tenants within the Building to adhere to
                  any such policy shall not give Tenant the right to enforce
                  such policy against other tenants, their invitees, licensees
                  or employees, nor shall any such violation give rise to a
                  claim by .Tenant of a breach of any obligation of Landlord
                  under this lease. Landlord agrees to use commercially
                  reasonable efforts to cause the same "No Smoking" provision as
                  is set forth above in this Section 35.H to be contained in
                  leases to existing or future tenants of other space in the
                  Building.

         4. Except as hereby amended, the Lease is hereby expressly confirmed in
all respects not inconsistent with the terms, covenants and agreements contained
herein.

         5. This Amendment shall be construed and governed by the applicable
laws of the Commonwealth of Virginia.

         6. This Amendment and the Lease (as amended hereby), contain all of the
agreements and conditions made between the parties with respect to the leased
premises, and may not be modified orally or in any other manner than by an
agreement in writing signed by all of the parties to this Amendment, or their
respective successors in interest.

         IN WITNESS WHEREOF, Landlord and Tenant have signed this Amendment as
of the day and year first above written.

                                       LIBERTY PROPERTY LIMITED
                                       PARTNERSHIP, a Pennsylvania limited
                                       partnership

                                       By:  LIBERTY PROPERTY TRUST, its
                                       general partner


                                       By: /s/ ALAN T. LINGERFELT
                                          -----------------------------------
                                          Alan T. Lingerfelt
                                          Senior Vice President

                                       RESOURCE MORTGAGE CAPITAL, INC.,
                                       a Virginia corporation


                                       By: /s/ LYNN K GERVIN
                                          ------------------------------------
                                          Name: Lynn K Gervin
                                          Title: Executive Vice President

                                      C1-2

<Page>


                            SECOND AMENDMENT TO LEASE


         THIS SECOND AMENDMENT TO LEASE (this "Amendment") is made as of the
13th day of May, 1996, by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a
Pennsylvania limited partnership (the "Landlord"), and SAXON MORTGAGE, INC., a
Virginia corporation (the "Tenant").

                                   WITNESSETH:

         WHEREAS, Innslake, L.P., a Virginia general partnership ("Innslake") ,
and Resource Mortgage Capital, Inc. , as tenant ("Resource"), entered into a
Deed of Lease dated September 15, 1994 (the "Original Lease"), with respect to
approximately 50,000 square feet of office space in a 60,000 square foot office
building to be constructed on real property located in Henrico County, Virginia
(the "Property") ;

         WHEREAS, Landlord succeeded to Innslake's interest in the Original
Lease and the Property pursuant to a transfer and assignment of all partnership
interests in Innslake to Landlord, as evidenced by a Deed in Confirmation of
Dissolution from Innslake to Landlord dated March 1, 1995, recorded in the
Clerk's Office, circuit Court, Henrico County, Virginia ("Clerk's Office"), in
Deed Book 2571, Page 2386, and by a Bill of Sale, Assignment and Assumption of
Leases dated March 1, 1995;

         WHEREAS Landlord and Resource entered into a First Amendment to Lease
dated August 1, 1995 (the "First Amendment"), to confirm square footage and the
Commencement Date, among other things (the Original Lease, as amended by the
First Amendment, being hereinafter referred to as the "Lease");

         WHEREAS, Tenant has entered into an assignment and assumption of
Resource's rights and obligations under the Lease pursuant to an Assignment and
Assumption of Lease dated 1996; and

WHEREAS, Landlord and Tenant have agreed to amend certain provisions of the
Lease as hereinafter set forth.

         NOW, THEREFORE, for and in consideration. of the premises, the mutual
covenants and agreements contained in the Lease and herein, and the rents to be
paid by Tenant to Landlord, the parties hereby agree to amend the Lease as
follows:

         1. Capitalized terms used herein (and not otherwise defined herein)
shall have the same meanings attributed to them in the Lease.

         2. The parties acknowledge and agree that from and after May 28, 1996,
Landlord shall take over management, operation and maintenance of the Property,
the Building and other Improvements on the terms and conditions hereinafter set
forth.

         3. The following is hereby added as an additional Section 36 of the
Lease:

<Page>

                  36. OPERATION OF PROPERTY: PAYMENT OF EXPENSES.

                  A. PAYMENT OF OPERATING EXPENSES. Tenant shall pay to Landlord
the sum of $248,000.00 ("Annual Operating Expenses") in equal monthly
installments in the amount of $20,666.67 (prorated for any partial month), from
May 13, 1.996, and continuing throughout the term on the first day of each
calendar month during the term, as additional rent, without notice, demand or
setoff. Landlord shall apply such payments to the annual operating costs' to
Landlord of operating and maintaining the Property during each calendar year of
the term, which costs may include by way of example rather than limitation:
insurance premiums, fees, impositions, costs for repairs, maintenance, service
contracts, management and administrative fees, governmental permits, overhead
expenses, costs of furnishing water, sewer, gas, fuel, electricity, other
utility services, janitorial service, trash removal, security services,
landscaping and grounds maintenance, and the costs of any other items
attributable to operating or maintaining any or all of the Property excluding
any costs which under generally accepted accounting principles are capital
expenditures; provided, however, that annual operating costs also shall include
the annual amortization (over an assumed useful life of ten years) of the costs
(including financing charges) of building improvements made by Landlord to the
Property that are required by any governmental authority or for the purpose of
reducing operating expenses or, directly enhancing the safety of tenants in the
Building generally. The amount of the Annual Operating Expenses set forth in the
first sentence of this Paragraph represents Landlord's estimate of Tenant's
share of the estimated operating costs during the first full calendar year of
the term on an annualized basis; from time to time Landlord may adjust such
estimated amount if the estimated operating costs increase Tenant's obligation
to pay the Annual Operating Expenses pursuant to this Section 36 shall survive
the expiration or termination of this lease.

                           (i) COMPUTATION OF TENANT'S SHARE OF ANNUAL OPERATING
COSTS. After the end of each calendar year of the term, Landlord shall compute
Tenant's share of the annual operating costs described above incurred, during
such calendar year by (A) calculating an appropriate adjustment, using generally
accepted accounting principles, to avoid allocating to Tenant or to any other
tenant (as the case may be) those specific costs which Tenant or any other
tenant has agreed to pay; (B) calculating an appropriate adjustment, using
generally accepted accounting principles, to avoid allocating to any vacant
space those specific costs which were not incurred for such space; and (C)
multiplying the adjusted annual operating costs by Tenant's Proportionate Share
(Tenant's Proportionate Share being 83.4%). Notwithstanding anything contained
herein to the contrary, it is understood and agreed that Tenant's Proportionate
Share of the management fee portion of annual operating costs shall be $18,000
for the remainder of the first lease year, and that Tenant's Proportionate Share
thereof shall be increased by three percent (3%) as of the beginning of each
subsequent lease year.

                           (ii) RECONCILIATION. By April 30th of each year (and
as soon as practical after the expiration or termination of this lease or at any
time in the event of a sale of the Property), Landlord shall provide Tenant with
a statement of the actual amount of such annual operating costs for the
preceding calendar year or part thereof. Landlord or Tenant shall pay to the
other the amount of any deficiency or overpayment


                                      C1-2

<Page>

         then due from one to the other or at Landlord's option, Landlord may
         credit Tenant's account for any overpayment. Tenant shall have the
         right to inspect the books and records used by Landlord in calculating
         the annual operating costs within 60 days of receipt of the statement
         during regular business hours after having given Landlord at least 48
         hours prior written notice; provided, however, that Tenant shall make
         all payments of additional rent without delay, and that Tenant's
         obligation to pay such additional rent shall not be contingent on any
         such right.

                  B. IMPOSITIONS. As used in this lease the term "impositions"
         refers to all levies, taxes (including sales taxes and gross receipt
         taxes) and assessments, which are applicable to the term, and which are
         imposed by any authority or under any law, ordinance or regulation
         thereof, or pursuant to any recorded covenants or agreements, and the
         reasonable cost of contesting any of the foregoing upon or with respect
         to the Property or any part thereof, or any improvements thereto.
         Tenant shall pay to Landlord with the monthly payment of Rent any
         imposition imposed directly upon this lease or the Rent or amounts
         payable by any subtenants or other occupants of the Leased Premises, or
         against Landlord because of Landlord's estate or interest herein.

                           (i) Nothing herein contained shall be interpreted as
         requiring Tenant to pay any income, excess profits or corporate capital
         stock tax imposed or assessed upon Landlord, unless such tax or any
         Similar tax is levied or assessed in lieu of all or any part of any
         imposition or an increase in any imposition.

                           (ii) If it shall not be lawful for Tenant to
         reimburse Landlord for any of the impositions, the Rent shall be
         increased by the amount of the portion of such imposition allocable to
         Tenant, unless prohibited by law.

                  C. INSURANCE.

                           (i) PROPERTY. Landlord shall keep in effect insurance
         against loss or damage to the Building or the Property by fire and such
         other casualties as may be included within fire, extended coverage and
         special form insurance covering the full replacement cost of the
         Building (but excluding coverage of Tenant's personal property in, and
         any alterations by Tenant to, the Leased Premises), and such other
         insurance as Landlord may reasonably deem appropriate or as may be
         required from time to time by any mortgagee. Landlord shall maintain a
         12 month rental coverage endorsement or other comparable form of
         coverage as part of its fire, extended coverage and special form
         insurance.

                           (ii) INCREASE OF PREMIUMS. Tenant agrees not to do
         anything inconsistent with Tenant's Purposes which will increase the
         cost of Landlord's insurance or which will prevent Landlord from
         procuring policies (including public liability) from companies and in a
         form satisfactory to landlord. If any breach of the preceding sentence
         by Tenant causes the rate of fire or other insurance to be increased,
         Tenant shall pay the amount of such increase as additional rent
         promptly upon being billed.

                  D. REPAIRS AND MAINTENANCE: COMMON AREAS: BUILDING MANAGEMENT.


                                      C1-3

<Page>


                           (i) Tenant at its sole expense shall maintain the
         Leased Premises in a neat and orderly condition.

                           (ii) Landlord, shall make all necessary repairs to
         the Leased Premises, the Common Areas ("Common Areas" being defined as
         all areas and facilities provided by Landlord for use by all tenants in
         the Property, including any lobbies, hallways, driveways, sidewalks and
         parking, loading and landscaped areas) and any other improvements
         located on the Property, provided that Landlord shall have no
         responsibility to make any repair until Landlord receives written
         notice of the need for such repair. Landlord shall operate and manage
         the Property and shall maintain all Common Areas and any paved areas
         appurtenant to the Property in a clean and orderly condition. Landlord
         reserves the right to make alterations to the Common Areas from time to
         time.

                           (iii) Notwithstanding anything herein to the
         contrary, repairs and replacements to the Property including the Leased
         Premises made necessary by Tenant's use, occupancy or alteration of, or
         Tenant's installation in or upon the Property or by any act or omission
         of Tenant or its Agents ("Agents" being defined as employees, agents,
         contractors, licensees or invitees) shall be made at the sole expense
         of Tenant to the extent not covered by any applicable insurance
         proceeds paid to Landlord. Tenant shall not bear the expense of any
         repairs or replacements to the Property arising out of or caused by any
         other tenant's use, occupancy or alteration of, or any other tenant's
         installation in or upon, the Property or by any act or omission of any
         other tenant or any other tenant's Agents.

                  E. UTILITIES.

                           (i) Landlord will furnish the Leased Premises with
         electricity, heating, ventilation and air conditioning for the normal
         use and occupancy of the Leased Premises as general offices between
         8:00 a.m. and 6:00 p.m., Monday through Friday and between 8:00 a.m.
         and 1:00 p.m. on Saturdays (legal holidays excepted), which heating,
         ventilation and air conditioning shall be capable of maintaining a
         temperature of seventy-two (72) degrees Fahrenheit, plus or minus three
         (3) degrees Fahrenheit. If Tenant shall require electricity or install
         electrical equipment including but not limited to electrical heating,
         refrigeration equipment, electronic data processing machines, or
         machines or equipment using current in excess of 110 volts, which will
         in any way increase the amount of electricity usually furnished for use
         as general office space, or if Tenant shall attempt to use the Leased
         Premises in such a manner that the services to be furnished by Landlord
         would be required during periods other than or in addition to business
         hours referred to above, Tenant will obtain Landlord's prior written
         approval and will pay for the resulting additional direct expense,
         including the expense resulting from the installation of such equipment
         and meters, as additional rent promptly upon being billed. Landlord
         shall not be responsible or liable for any interruption in utility
         service, nor shall such interruption affect the continuation or
         validity of this lease.


                                      C1-4

<Page>

                           (ii) If at any time utility services supplied to the
         Leased Premises are separately metered, the cost of installing Tenant's
         meter and the cost of such separately metered utility service shall be
         paid by Tenant promptly upon being billed.

                  F. JANITORIAL SERVICES. Landlord will provide Tenant with
         trash removal and janitorial services pursuant to a cleaning schedule
         attached as Exhibit "E".

                  G. ANNUAL OPERATING EXPENSES AS RENT. The Rent, Annual
         Operating Expenses and any other additional rent or sums payable by
         Tenant to Landlord pursuant to this lease, all shall be deemed rent for
         purposes of Landlord's rights and remedies with respect thereto. Tenant
         shall pay all Rent, Annual Operating Expenses and other additional rent
         to Landlord within 30 days after Tenant is billed, unless otherwise
         provided in this lease, and interest shall accrue on all sums due but
         unpaid.

         4. The fifth sentence of Paragraph 4.A of the Lease is hereby amended
to provide that the HVAC system installed in the Leased Premises shall be
maintained by Landlord, and the costs thereof shall be included as part of
annual operating costs.

         5. Section 11 of the Lease is hereby superseded in its entirety by the
new Paragraph 36.E above.

         6. Paragraphs 12.A, 12.C, 12.1 and the first sentence of Paragraph 12.B
of the Lease are hereby superseded by the new Paragraph 36.0 above.

         7. Paragraph 17.A of the Lease is hereby superseded by the new
Paragraphs 36.A and 36.B above, and Paragraph 17.C of the Lease is hereby
deleted in its entirety.

         8. Paragraphs 21.C and 21.0 of the Lease are hereby superseded by the
new Paragraph 36.C(i) above.

         9. Landlord and Tenant agree that if Tenant shall hereafter lease the
entire Building from Landlord for the balance of the term of the Lease under any
future amendment thereto, Tenant shall have the right to elect to operate,
maintain and manage the Building and the Property on a net basis to Landlord,
and, if Tenant so elects, the lease amendment entered into between Landlord and
Tenant leasing the entire Building to Tenant. shall reflect such terms.
Furthermore, Landlord agrees that it ; will notify Tenant if the Property is to
be sold to a third party (not affiliated with Landlord) in the ordinary course
of business (e.g., not under a foreclosure sale or transfer in lieu of
foreclosure), and if Tenant so elects, a lease amendment will be entered into
between Landlord and Tenant such that the terms of the Lease relating to
operation, maintenance and management shall be amended to revert to the status
of such terms in existence prior to this Amendment. Either of such lease
amendments would be subject to obtaining consent from any mortgagee of Landlord
holding a first lien deed of trust on the Property.

         10. This Amendment shall be construed and governed by the applicable
laws of the Commonwealth of Virginia.


                                      C1-5

<Page>

         11. This Amendment and the Lease (as amended hereby), contain all of
the agreements and conditions made between the parties with respect to the
Leased Premises, and may not be modified orally or in any other manner than by
an agreement in writing signed by all of the parties to this Amendment, or their
respective successors in interest.

         IN WITNESS WHEREOF, Landlord and Tenant have signed four counterparts
of this Amendment as of the day and year first above written, each of which
counterparts shall be an original and all of which counterparts shall constitute
one and the same instrument.

                                LIBERTY PROPERTY LIMITED
                                PARTNERSHIP, a Pennsylvania limited
                                partnership

                                By: /s/ ALAN T. LINGERFELT
                                   ---------------------------------------
                                    Alan T. Lingerfelt
                                    Senior Vice President


                                SAXON MORTGAGE, INC.
                                a Virginia corporation


                                By: /s/ W. LANCE ANDERSON
                                   ---------------------------------------
                                Name:  W. Lance Anderson
                                Title: Executive Vice President


                                      C1-6

<Page>

                            THIRD AMENDMENT TO LEASE


         THIS THIRD AMENDMENT TO LEASE (this "Third Amendment") is made as of
the 31st day of October, 1996, by and between LIBERTY PROPERTY LIMITED
PARTNERSHIP, a Pennsylvania limited partnership (the "Landlord"), and SAXON
MORTGAGE, INC., a Virginia corporation (the "Tenant").

                                    RECITALS

         A. Resource Mortgage Capital, Inc. ("Resource"), and Innslake, L.P.
("Innslake"), entered into a Deed of Lease dated as of the 15th day of
September, 1994 (as amended by First Amendment to Lease between Landlord and
Resource dated August 1, 1995, and by Second Amendment to Lease between Landlord
and Tenant dated May 13, 1996, the "Lease"), with respect to approximately
50,000 rentable square feet of space (the "Leased Premises") in an approximately
60,392 rentable square foot building located at 4880 Cox Road, Glen Allen,
Henrico County, Virginia (the "Building") .Pursuant to a Deed in Confirmation of
dissolution from Innslake to Landlord dated March 1, 1995, Landlord succeeded to
Innslake's interest in the Lease and the Building. Pursuant to an Assignment and
Assumption Agreement between Resource and Tenant dated as of the 13th day of
May, 1996, Tenant succeeded to Resource's interest in the Lease.

         B. Pursuant to Deed of Lease dated as of the 15th day of August, 1995
(the "U.S. Healthcare Lease"), by and between Landlord and U.S. Healthcare of
Virginia, Inc. ("U.S. HealthCare"), U.S. Healthcare leased from Landlord
approximately 3,749 rentable square feet of space in the Building (the
"Additional Space"). Pursuant to a Lease Termination Agreement between Landlord
and U.S. Healthcare dated as of October, 1996, the U.S. Healthcare Lease shall
terminate as of October 31, 1996.

         C. Tenant wishes to lease the Additional Space previously leased by
U.S. Healthcare, as described in Exhibit I hereto, and Landlord wishes to lease
such space to Tenant, on the terms and conditions hereinafter set forth, and
Landlord and Tenant desire to amend the Lease as hereinafter set forth to
reflect the lease by Tenant of the Additional Space.

         NOW, THEREFORE, for and in consideration of the premises and the
covenants herein contained, Landlord and Tenant agree as follows:

         1. All capitalized terms and other terms defined in the Lease which are
not otherwise defined herein shall have the meanings assigned to them in the
Lease.

         2. Effective as of November 1, 1996 (the "Amendment Commencement
Date"), Landlord hereby leases to and Tenant hereby takes from Landlord the
Additional Space on the terms and conditions set forth herein and in the Lease.
Effective as of the Amendment Commencement Date, the Lease is hereby amended to
reflect that the term "Leased Premises" shall include the Additional Space, and
Exhibit D to the Lease shall also be deemed to incorporate the Additional Space
as set forth on Exhibit I hereto. Tenant shall not be liable for any matters
arising from or related to the condition of the Additional Space to the extent
the same existed prior to the Amendment Commencement Date, and, on the Amendment


<Page>

Commencement Date, Landlord shall deliver possession of the Additional Space to
Tenant and Tenant shall accept delivery of the Additional Space in "as is"
condition as of the date hereof. If Landlord is unable to deliver possession of
the Additional Space to Tenant on November 1, 1996, the Amendment Commencement
Date shall be deemed to be delayed on a day by day basis until the date
possession of the Additional Space is delivered to Tenant. Landlord shall not be
liable to Tenant for any delay in delivery of possession of the Additional
Space; provided, however, that if possession of the Additional Space is not
delivered to Tenant on or before November 10, 1996, Tenant shall have the right
to revoke this Third Amendment upon written notice to Landlord if such written
notice of revocation is delivered to Landlord prior to Landlord's delivery of
possession of the Additional Space to Tenant. Tenant shall, upon request of
Landlord, execute and deliver to Landlord a commencement date certificate
acknowledging the actual date of delivery of possession of the Additional Space.

         3. Effective as of the Amendment Commencement Date, Exhibit B of the
Lease shall be amended in its entirety to read as set forth on Exhibit II
hereto.

         4. Effective as of the Amendment Commencement Date, Section 36.A. (i)
of the Lease shall be amended to provide that Tenant's Proportionate Share shall
be 89%. Notwithstanding such change, Tenant's Proportionate Share shall be based
on 83.4% through October 31, 1996 when calculating the 1996 calendar year
operating cost allocation. Effective as of the Amendment Commencement Date,
Section 36.A. (i) of the Lease shall be further amended to provide that Tenant's
Proportionate Share of the management fee portion of annual operating costs for
the remainder of the second lease year shall be, on an annualized basis,
$19,930.50, and that Tenant's Proportionate Share thereof shall be increased by
three (3%) as of the beginning of each subsequent lease year. The first
paragraph of Section 36.A of the Lease (PAYMENT OF OPERATING EXPENSES) is
amended by inserting a period (".") after the words "costs increase" in the
third line from the end of such paragraph, such that remainder of such paragraph
is a new sentence reading "Tenant's obligation to pay the Annual Operating
Expenses pursuant to this Section 36 shall survive the expiration or termination
of this lease."

         5. This Third Amendment shall be construed and governed by the
applicable laws of the Commonwealth of Virginia.

         6. This Third Amendment and the Lease (as amended hereby), contain all
of the agreements and conditions made between the parties with respect to the
Leased Premises, and may not be modified orally or in any manner other than by
an agreement in writing signed by all of the parties to this Third Amendment,
or- - their respective successors in interest.

                                      C1-2

<Page>


         IN WITNESS WHEREOF, Landlord and Tenant have caused to be duly executed
four counterparts of this Third Amendment as of the day and year first above
written, each of which counterparts shall be an original and all of which
counterparts shall constitute one and the same instrument.

                               LIBERTY PROPERTY LIMITED
                               PARTNERSHIP, a Pennsylvania limited partnership

                               By:  LIBERTY PROPERTY TRUST,
                                    its general partner


                               By:  /s/ ALAN T. LINGERFELT
                                  -----------------------------------------
                                        Alan T. Lingerfelt
                                        Senior Vice President


                               SAXON MORTGAGE, INC.
                               a Virginia corporation


                               By:   /s/ CHARLES COUDRIET
                                  -----------------------------------------
                               Name:  Charles Coudriet
                               Title:



<Page>

                        FOURTH AMENDMENT TO DEED OF LEASE


         THIS FOURTH AMENDMENT is made this 12th day of March, 1999 by and
between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership
("Landlord") and SAXON MORTGAGE, INC., a Virginia corporation ("Tenant").

                                   BACKGROUND:

         A. Innslake Limited Partnership, Landlord's predecessor, and Tenant
entered into a Deed of Lease dated September 15, 1994 as amended by First
Amendment to Lease dated August 1, 1995, Second Amendment to Lease dated May 13,
1996, Assignment and Assumption Agreement between Resource Mortgage Capital,
Inc. dated May 13, 1996, and Third Amendment to Lease dated October 31, 1996
(the "Lease"), covering premises at 4880 Cox Road, Glen Allen, Virginia 23060,
as more fully described in the Lease.

         B. Pursuant to Deed of Lease dated November 30,1994 and First Amendment
dated August 15, 1995 by and between Innslake Limited Partnership, Landlord's
predecessor and Apex Insurance Agency, Inc., Apex Insurance Agency, Inc. leased
from Landlord's predecessor approximately 6,199 rentable square feet of the
space in the Building (the "Additional Space"). Pursuant to a Lease Termination
Agreement between Landlord and Apex Insurance Agency, Inc., the Apex Insurance
Agency, Inc. Lease shall terminate as of March 31, 1999.

         C. Tenant desires to increase the amount of space leased and Landlord
has agreed to such increase subject to the provisions of this Amendment.
Accordingly, Landlord and Tenant desire to amend the Lease.

         NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises and covenants contained herein and in the Lease, and intending to be
legally bound hereby, agree that, effective April 1, 1999 (the "Effective
Date"), the Lease is amended as follows:

         1. Section l(a) defining "LEASED PREMISES" amended in Section C of the
Third Amendment will be modified as follows: Landlord hereby leases to Tenant
and Tenant hereby leases from Landlord, the "Leased Premises" of "59,948"
approximate rentable square feet. The Leased Premises, including the 6,199
additional square feet (the " Additional Space") being leased pursuant to this
Amendment, is shown on attached Exhibit "A-l".

         2. Effective as of the Amendment Commencement Date (see attached)
Exhibit II of the Third Amendment to Lease shall be amended in its entirety to
read as set forth on Exhibit "B-1" attached hereto.

         3. Section 4 of the Third Amendment to Lease defining "ANNUAL OPERATING
EXPENSES" is deleted in its entirety and substituted by the following: Tenant
shall also pay, in addition to Annual Base Rent stated above, ESTIMATED "ANNUAL
OPERATING EXPENSES": $317,724.44 (Three Hundred Seventeen Thousand Seven Hundred
Twenty Four and 40/100 Dollars), payable in monthly installments of $26,477.03
(Twenty Six Thousand Four Hundred Seventy Seven and 03/100 Dollars), subject to
the adjustments as provided in sections

<Page>

36(A) and 36(B) of the Lease, which were added to the Lease pursuant to the
Second Amendment to Lease dated as of May 13,1996.

         4. JANITORIAL SERVICES. Landlord will provide Tenant with trash removal
and janitorial services pursuant to a cleaning schedule attached hereto as
Exhibit C-l.

         5. Section 4 of the Third Amendment to Lease defining "PROPORTIONATE
SHARE" is amended by deleting the reference to "89%" and inserting "100%" in its
place and deleting the provision relating to increases of this percentage, it
being understood that this percentage shall never exceed 100%.

         6. Section 36 (A) entitled "PAYMENT OF OPERATING EXPENSES" is amended
by deleting the third sentence in its entirety and substituting the following:
"The amount of the Annual Operating Expenses set forth in Section 3 of the
Fourth Amendment to Lease represents Landlord's estimate of Tenant's share of
the estimated operating costs during the calendar year of the Term in which the
rentable square feet of the Premises was increased to include the Additional
Space on an annualized basis; from time to time Landlord may adjust such
estimated amount if the estimated operating costs increase."

         7. Tenant agrees to occupy the Additional Space in its present "as is"
condition and acknowledges that Landlord has made no representation with respect
thereto. It is understood and agreed that Landlord is under no duty to make
repairs, alterations, or decorations to the Additional Space. Landlord does,
however, agree that Section 8 of the Lease ("Quiet Enjoyment") shall also apply
to the Additional Space.

         8. At Landlord's request, Tenant shall confirm the Effective Date by
executing an additional space commencement certificate in the form attached as
Exhibit "D-l".

         9. Except as expressly modified herein, the terms and conditions of the
Lease shall remain unchanged and in full force and effect. All attached exhibits
referred to herein are made a part of this Amendment and the Lease.

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as
of the day and year first above written.

                                LANDLORD:

                                LIBERTY PROPERTY LIMITED PARTNERSHIP
                                By: Liberty Property Trust, Sole General Partner


                                By:     /s/ ALAN T. LINGERFELT
                                     -------------------------------------------
                                       Name:  Alan T. Lingerfelt
                                       Title: Senior Vice President

                                      C1-2

<Page>

                                TENANT:

                                SAXON MORTGAGE, INC.


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




                                Attest:
                                       -----------------------------------------
                                Name:  Richard D. Shepherd
                                Title. Vice President, General Counsel .&
                                       Asst. Secretary

*        or the date-possession of the Additional Space is delivered to Saxon,
         the increases in Annual Base Rent and Annual Operating Expenses
         provided for herein becoming effective on the later of these two dates,

                                      C1-3

<Page>

                                  EXHIBIT "D-l"

                    ADDITIONAL SPACE COMMENCEMENT CERTIFICATE


         The undersigned, as duly authorized officers and/or representatives of
LIBERTY PROPERTY LIMITED PARTNERSHIP ("Landlord") and __________________________
("Tenant"), hereby agree as follows with respect to the Deed of Lease dated
_____________ 19__, as amended by agreements dated ___________________, (the
"Lease") between them for premises located at ________________________ (the
"Premises"):

         1.       DATE OF_______ AMENDMENT OF LEASE: ._________________________,
                  19__

         2.       EFFECTIVE DATE THAT ADDITIONAL SPACE (DEFINED IN ABOVE
                  AMENDMENT) IS PART OF PREMISES: ____________________, 19__

         3.       EXPIRATION DATE: .____________________, 19__

         4.       Rent and operating expenses due on or before the Effective
                  Date for the period from the Effective Date until the first
                  day of the next calendar month (NOT applicable if the
                  Effective Date is the first day of the calendar month):

<Table>
<S>                                                                           <C>
                  APPORTIONED MINIMUM RENT:                                   $___________________

                  APPORTIONED OPERATING EXPENSES:                             $___________________

                  TOTAL:                                                      $___________________
</Table>


         Thereafter regular monthly payments due in the following amounts until
adjusted in accordance with the Lease:


<Table>
<S>                                                                           <C>
                  MONTHLY RENT INSTALLMENT:                                   $___________________

                  MONTHLY OPERATING PAYMENT:                                  $___________________

                  TOTAL MONTHLY PAYMENT:                                      $___________________
</Table>


         5. Tenant certifies that, as of the date hereof, (a) the Lease is in
full force and effect and has not been amended, (b) Tenant has no offsets or
defenses against any provision of the Lease and (c) Landlord has substantially
completed any improvements to be performed by Landlord in accordance with the
Lease, excepting the Punch List items set forth on the Schedule attached hereto
and initialed by Landlord and Tenant, if any.

         IN WITNESS WHEREOF, Landlord and Tenant, intending to be legally bound,
have executed this Certificate as of _________________, 19__.

<Page>

                                  LANDLORD:
                                  LIBERTY PROPERTY LIMITED PARTNERSHIP


                                  By: Liberty Property Trust,
                                      Sole General Partner


                                  By: ______________________________________
                                       Name:
                                       Title:

                                  TENANT:


Witness/Attest:                   __________________________________________


_________________________         By:  ____________________________________
                                  By:      Name:
                                           Title:


                                      C1-5


<Page>

                                    EXHIBIT D

                                   (continued)



                              Building/Floor Plans



                                      C1-6

<Page>


                                 SAXON MORTGAGE

                             NEW BASE RENT SCHEDULE


<Table>
<Caption>
------------------------------------------------------------------------------------------------------
                                                  ADDITIONAL SPACE BASE
                              EXISTING SPACE               RENT
          DATE                  BASE RENT              (3,749 SQFT)             TOTAL BASE RENT
------------------------------------------------------------------------------------------------------
<S>                           <C>                      <C>                      <C>
11/1/96                               $44,933.75               $3,378.79                   $48,312.54
------------------------------------------------------------------------------------------------------
12/1/96                                44,933.75                3,378.79                    48,312.54
------------------------------------------------------------------------------------------------------
1996 TOTALS                           $89,867.50               $6,757.58                   $96,625.08
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
1/1/97                                 44,933.75                3,378.79                    48,312.54
------------------------------------------------------------------------------------------------------
2/1/97                                 44,933.75                3,378.79                    48,312.54
------------------------------------------------------------------------------------------------------
3/1/97                                 44,933.75                3,378.79                    48,312.54
------------------------------------------------------------------------------------------------------
4/1/97                                 44,933.75                3,378.79                    48,312.54
------------------------------------------------------------------------------------------------------
5/1/97                                 44,933.75                3,378.79                    48,312.54
------------------------------------------------------------------------------------------------------
6/1/97                                 44,933.75                3,378.79                    48,312.54
------------------------------------------------------------------------------------------------------
7/1/97                                 44,933.75                3,378.79                    48,312.54
------------------------------------------------------------------------------------------------------
8/1/97                                 46,281.76                3,378.79                    49,660.55
------------------------------------------------------------------------------------------------------
9/1/97                                 46,281.76                3,378.79                    49,660.55
------------------------------------------------------------------------------------------------------
10/1/97                                46,281.76                3,378.79                    49,660.55
------------------------------------------------------------------------------------------------------
11/1/97                                46,281.76                3,480.01                    49,761.77
------------------------------------------------------------------------------------------------------
12/1/97                                46,281.76                3,480.01                    49,761.77
------------------------------------------------------------------------------------------------------
1997 TOTALS                          $545,945.05              $40,747.92                  $586,692.97
------------------------------------------------------------------------------------------------------

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

------------------------------------------------------------------------------------------------------
1/1/98                                 46,281.76                3,480.01                    49,761.77
------------------------------------------------------------------------------------------------------
2/1/98                                 46,281.76                3,480.01                    49,761.77
------------------------------------------------------------------------------------------------------
3/1/98                                 46,281.76                3,480.01                    49,761.77
------------------------------------------------------------------------------------------------------
4/1/98                                 46,281.76                3,480.01                    49,761.77
------------------------------------------------------------------------------------------------------
5/1/98                                 46,281.76                3,480.01                    49,761.77
------------------------------------------------------------------------------------------------------
6/1/98                                 46,281.76                3,480.01                    49,761.77
------------------------------------------------------------------------------------------------------
7/1/98                                 46,281.76                3,480.01                    49,761.77
------------------------------------------------------------------------------------------------------
8/1/98                                 47,670.22                3,480.01                    51,150.23
------------------------------------------------------------------------------------------------------
9/1/98                                 47,670.22                3,480.01                    51,150.23
------------------------------------------------------------------------------------------------------
10/1/98                                47,670.22                3,480.01                    51,150.23
------------------------------------------------------------------------------------------------------
11/1/98                                47,670.22                3,584.67                    51,254.89
------------------------------------------------------------------------------------------------------
12/1/98                                47,670.22                3,584.67                    51,254.89
------------------------------------------------------------------------------------------------------
1998 TOTALS                          $562,323.42              $41,969.44                  $604,292.86
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
1/1/99                                 47,670.22                3,584.67                    51,254.89
------------------------------------------------------------------------------------------------------
2/1/99                                 47,670.22                3,584.67                    51,254.89
------------------------------------------------------------------------------------------------------
3/1/99                                 47,670.22                3,584.67                    51,254.89
------------------------------------------------------------------------------------------------------
4/1/99                                 47,670.22                3,584.67                    51,254.89
------------------------------------------------------------------------------------------------------

                                      C1-7

<Page>

                                 SAXON MORTGAGE

                             NEW BASE RENT SCHEDULE

------------------------------------------------------------------------------------------------------
5/1/99                                 47,670.22                3,584.67                    51,254.89
------------------------------------------------------------------------------------------------------
6/1/99                                 47,670.22                3,584.67                    51,254.89
------------------------------------------------------------------------------------------------------
7/1/99                                 47,670.22                3,584.67                    51,254.89
------------------------------------------------------------------------------------------------------
8/1/99                                 49,100.32                3,584.67                    52,684.99
------------------------------------------------------------------------------------------------------
9/1/99                                 49,100.32                3,584.67                    52,684.99
------------------------------------------------------------------------------------------------------
10/1/99                                49,100.32                3,584.67                    52,684.99
------------------------------------------------------------------------------------------------------
11/1/99                                49,100.32                3,692.14                    52,792.46
------------------------------------------------------------------------------------------------------
12/1/99                                49,100.32                3,692.14                    52,792.46
------------------------------------------------------------------------------------------------------
1999 TOTALS                          $579,193.14              $43,230.98                  $622,424.12
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
1/1/00                                 49,100.32                3,692.14                    52,792.46
------------------------------------------------------------------------------------------------------
2/1/00                                 49,100.32                3,692.14                    52,792.46
------------------------------------------------------------------------------------------------------
3/1/00                                 49,100.32                3,692.14                    52,792.46
------------------------------------------------------------------------------------------------------
4/1/00                                 49,100.32                3,692.14                    52,792.46
------------------------------------------------------------------------------------------------------
5/1/00                                 49,100.32                3,692.14                    52,792.46
------------------------------------------------------------------------------------------------------
6/1/00                                 49,100.32                3,692.14                    52,792.46
------------------------------------------------------------------------------------------------------
7/1/00                                 49,100.32                3,692.14                    52,792.46
------------------------------------------------------------------------------------------------------
8/1/00                                 50,573.33                3,692.14                    54,265.47
------------------------------------------------------------------------------------------------------
9/1/00                                 50,573.33                3,692.14                    54,265.47
------------------------------------------------------------------------------------------------------
10/1/00                                50,573.33                3,692.14                    54,265.47
------------------------------------------------------------------------------------------------------
11/1/00                                50,573.33                3,802.90                    54,376.23
------------------------------------------------------------------------------------------------------
12/1/00                                50,573.33                3,802.90                    54,376.23
------------------------------------------------------------------------------------------------------
2000 TOTALS                          $596,568.89              $44,527.20                  $641,096.09
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
1/1/01                                 50,573.33                3,802.90                    54,376.23
------------------------------------------------------------------------------------------------------
2/1/01                                 50,573.33                3,802.90                    54,376.23
------------------------------------------------------------------------------------------------------
3/1/01                                 50,573.33                3,802.90                    54,376.23
------------------------------------------------------------------------------------------------------
4/1/01                                 50,573.33                3,802.90                    54,376.23
------------------------------------------------------------------------------------------------------
5/1/01                                 50,573.33                3,802.90                    54,376.23
------------------------------------------------------------------------------------------------------
6/1/01                                 50,573.33                3,802.90                    54,376.23
------------------------------------------------------------------------------------------------------
7/1/01                                 50,573.33                3,802.90                    54,376.23
------------------------------------------------------------------------------------------------------
8/1/01                                 52,090.53                3,802.90                    55,893.43
------------------------------------------------------------------------------------------------------
9/1/01                                 52,090.53                3,802.90                    55,893.43
------------------------------------------------------------------------------------------------------
10/1/01                                52,090.53                3,802.90                    55,893.43
------------------------------------------------------------------------------------------------------
11/1/01                                52,090.53                3,916.99                    56,007.52
------------------------------------------------------------------------------------------------------
12/1/01                                52,090.53                3,916.99                    56,007.52
------------------------------------------------------------------------------------------------------
2001 TOTALS                          $614,465.96              $45,862.98                  $660,328.94
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
1/1/02                                 52,090.53                3,916.99                    56,007.52
------------------------------------------------------------------------------------------------------
2/1/02                                 52,090.53                3,916.99                    56,007.52
------------------------------------------------------------------------------------------------------

                                      C1-8

<Page>


                                 SAXON MORTGAGE

                             NEW BASE RENT SCHEDULE

------------------------------------------------------------------------------------------------------
3/1/02                                 52,090.53                3,916.99                    56,007.52
------------------------------------------------------------------------------------------------------
4/1/02                                 52,090.53                3,916.99                    56,007.52
------------------------------------------------------------------------------------------------------
5/1/02                                 52,090.53                3,916.99                    56,007.52
------------------------------------------------------------------------------------------------------
6/1/02                                 52,090.53                3,916.99                    56,007.52
------------------------------------------------------------------------------------------------------
7/1/02                                 52,090.53                3,916.99                    56,007.52
------------------------------------------------------------------------------------------------------
8/1/02                                 53,653.25                3,916.99                    57,570.24
------------------------------------------------------------------------------------------------------
9/1/02                                 53,653.25                3,916.99                    57,570.24
------------------------------------------------------------------------------------------------------
10/1/02                                53,653.25                3,916.99                    57,570.24
------------------------------------------------------------------------------------------------------
11/1/02                                53,653.25                4,034.50                    57,687.75
------------------------------------------------------------------------------------------------------
12/1/02                                53,653.25                4,034.50                    57,687.75
------------------------------------------------------------------------------------------------------
2002 TOTALS                          $632,899.96              $47,238.90                  $680,138.86
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
1/1/03                                 53,653.25                4,034.50                    57,687.75
------------------------------------------------------------------------------------------------------
2/1/03                                 53,653.25                4,034.50                    57,687.75
------------------------------------------------------------------------------------------------------
3/1/03                                 53,653.25                4,034.50                    57,687.75
------------------------------------------------------------------------------------------------------
4/1/03                                 53,653.25                4,034.50                    57,687.75
------------------------------------------------------------------------------------------------------
5/1/03                                 53,653.25                4,034.50                    57,687.75
------------------------------------------------------------------------------------------------------
6/1/03                                 53,653.25                4,034.50                    57,687.75
------------------------------------------------------------------------------------------------------
7/1/03                                 53,653.25                4,034.50                    57,687.75
------------------------------------------------------------------------------------------------------
8/1/03                                 55,262.84                4,034.50                    59,297.34
------------------------------------------------------------------------------------------------------
9/1/03                                 55,262.84                4,034.50                    59,297.34
------------------------------------------------------------------------------------------------------
10/1/03                                55,262.84                4,034.50                    59,297.34
------------------------------------------------------------------------------------------------------
11/1/03                                55,262.84                4,155.54                    59,418.38
------------------------------------------------------------------------------------------------------
12/1/03                                55,262.84                4,155.54                    59,418.38
------------------------------------------------------------------------------------------------------
2003 TOTALS                          $651,866.95              $48,656.08                  $700,543.03
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
1/1/04                                 55,262.84                4,155.54                    59,418.38
------------------------------------------------------------------------------------------------------
2/1/04                                 55,262.84                4,155.54                    59,418.38
------------------------------------------------------------------------------------------------------
3/1/04                                 55,262.84                4,155.54                    59,418.38
------------------------------------------------------------------------------------------------------
4/1/04                                 55,262.84                4,155.54                    59,418.38
------------------------------------------------------------------------------------------------------
5/1/04                                 55,262.84                4,155.54                    59,418.38
------------------------------------------------------------------------------------------------------
6/1/04                                 55,262.84                4,155.54                    59,418.38
------------------------------------------------------------------------------------------------------
7/1/04                                 55,262.84                4,155.54                    59,418.38
------------------------------------------------------------------------------------------------------
8/1/04                                 56,920.73                4,155.54                    61,076.27
------------------------------------------------------------------------------------------------------
9/1/04                                 56,920.73                4,155.54                    61,076.27
------------------------------------------------------------------------------------------------------
10/1/04                                56,920.73                4,155.54                    61,076.27
------------------------------------------------------------------------------------------------------
11/1/04                                56,920.73                4,280.20                    61,200.93
------------------------------------------------------------------------------------------------------
12/1/04                                56,920.73                4,280.20                    61,200.93
------------------------------------------------------------------------------------------------------
2004 TOTALS                          $671,443.53              $50,115.80                  $721,559.33
------------------------------------------------------------------------------------------------------

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

                                      C1-9

<Page>


                                 SAXON MORTGAGE

                             NEW BASE RENT SCHEDULE


------------------------------------------------------------------------------------------------------
1/1/05                                 56,920.73                4,280.20                    61,200.93
------------------------------------------------------------------------------------------------------
2/1/05                                 56,920.73                4,280.20                    61,200.93
------------------------------------------------------------------------------------------------------
3/1/05                                 56,920.73                4,280.20                    61,200.93
------------------------------------------------------------------------------------------------------
4/1/05                                 56,920.73                4,280.20                    61,200.93
------------------------------------------------------------------------------------------------------
5/1/05                                 56,920.73                4,280.20                    61,200.93
------------------------------------------------------------------------------------------------------
6/1/05                                 56,920.73                4,280.20                    61,200.93
------------------------------------------------------------------------------------------------------
7/1/05                                 56,920.73                4,280.20                    61,200.93
------------------------------------------------------------------------------------------------------
2005 TOTALS                          $398,445.11              $29,961.40                  $428,406.51
------------------------------------------------------------------------------------------------------
</Table>

*Rent per square foot (PSF) is based on 53,749 square feet.

                                     C1-10

<Page>


                    ADDITIONAL SPACE COMMENCEMENT CERTIFICATE


         The undersigned, as duly authorized officers and/or representatives of
LIBERTY PROPERTY LIMITED PARTNERSHIP ("Landlord") and Saxon Mortgage, Inc.
("Tenant"), hereby agree as follows with respect to the Deed of Lease dated
September 15, 1994, as amended by agreements dated August 1, 1995 (First
Amendment), May 13, 1996 (Second Amendment), and October 31, 1996 (Third
Amendment) between them for premises located at 4880 Cox Road, Glen Allen,
Virginia 23060 (the "Premises"):

         1. DATE OF THIRD AMENDMENT OF LEASE: October 31, 1996

         2. EFFECTIVE DATE THAT ADDITIONAL SPACE (DEFINED IN ABOVE AMENDMENT) IS
PART OF PREMISES: November 1, 1996

         3. EXPIRATION DATE: July 31, 2005

         4. Rent and operating expenses due on or before the Effective Date for
the period from the Effective Date until the first day of the next calendar
month (NOT applicable if the Effective Date is the first day of the calendar
month):

<Table>
<S>                                                                           <C>
                  APPORTIONED MINIMUM RENT:                                   $0.00

                  APPORTIONED OPERATING EXPENSES:                             $0.00

                  TOTAL:                                                      $0.00
</Table>


         Thereafter regular monthly payments due in the following amounts until
adjusted in accordance with the Lease:

<Table>
<S>                                                                           <C>
                  MONTHLY RENT INSTALLMENT:                                   $48,312.54

                  MONTHLY OPERATING PAYMENT:                                  $22,055.43

                  TOTAL MONTHLY PAYMENT:                                      $70,367.97
</Table>

         5. Tenant certifies that, as of the date hereof, (a) the Lease is in
full force and effect and has not been amended, (b) Tenant has no offsets or
defenses against any provision of the Lease and (c) Landlord has substantially
completed any improvements to be performed by Landlord in accordance with the
Lease, excepting the Punch List items set forth on the Schedule attached hereto
and initialed by Landlord and Tenant, if any.

                                     C1-11

<Page>


         IN WITNESS WHEREOF, Landlord and Tenant, intending to be legally bound,
have executed this Certificate as of October 31, 1996.

                                   LANDLORD:

                                   LIBERTY PROPERTY LIMITED PARTNERSHIP


                                   By: Liberty Property Trust,
                                       Sole General Partner


                                   By: ______________________________________
                                        Name:
                                        Title:

                                   TENANT:

                                   Saxon Mortgage, Inc.

Witness/Attest:                    __________________________________________


_________________________          By:  ____________________________________
                                            Name:
                                            Title:



                                     C1-12

<Page>

                                    EXHIBIT E

                             CLEANING SPECIFICATIONS

                     LOBBY, ENTRANCE, VESTIBULE AND HALLWAYS


DAILY

1.       Wash front door glass as well as adjacent architectural metal trim to
         remove fingerprints, smudges, etc.

2.       Sweep, spot clean and vacuum all lobby mats and pediments.

3.       Empty and wipe clean ashtrays. Where sand urns are used, empty all
         debris, smooth sand and replace as needed.

4.       Clean, disinfect and polish all drinking fountains.

5.       Dust all horizontal surfaces within reach with a treated cloth.

6.       Vacuum carpeted floor surfaces.

7.       Spot clean all carpet stains.

8.       Sweep and dust mop hard floor surfaces.

9.       Hard floor surfaces will be damp mopped where applicable.

10.      Spot clean and polish all metal surfaces with a non-abrasive cleanser.

11.      Remove gum, tar and other foreign substances from floor surfaces.

12.      Wash service sinks and keep janitors closets in a neat and clean
         condition.

13.      Remove finger marks and smudges from elevator door and frame.

                                      E-1

<Page>

                             CLEANING SPECIFICATIONS

               LOBBY, ENTRANCE, VESTIBULE AND HALLWAYS - CONTINUED

WEEKLY

1.       Clean baseboards.

2.       Dust high partitions, ledges and moldings.

3.       Buff or spray buff hard surfaces floors where applicable.

4.       Dust over plant containers.

5.       Wash doors and trim.

6.       Dust light fixtures (exterior).

7.       Detail vacuum all carpeted areas.

MONTHLY

1.       Dust ceiling grates and vents as needed.

SEMI-ANNUALLY

1.       Strip and refinish hard surface floors where applicable.


                                      E-2
<Page>


                             CLEANING SPECIFICATIONS

                                  OFFICE AREAS


DAILY

1.       Empty all wastebaskets and receptacles. Replace soiled liners and
         transport to dumpster area for removal. Adhere to recycling program.
         (Any spillage is to be cleaned immediately.)

2.       Empty and damp wipe all ash trays where applicable.

3.       Dust all horizontal surfaces on the following:
         Desks (uncluttered areas)
         Credenzas
         Bookcases
         Chairs
         File and storage cabinets
         Tables
         Pictures and frames (as needed)
         Counters, ledges, shelves
         Telephones

4.       Vacuum all carpeted traffic areas and remove minor carpet stains.

5.       Sweep all resilient tile floor coverings with chemically treated dry
         mop.

6.       Damp mop all resilient tile floor surfaces as required to remove
         spillage.

7.       Clean, disinfect and polish all drinking fountains.

8.       Remove all fingerprints, severe or light scuff marks, water marks, or
         stains on floors, doors, walls and ceilings.

9.       Wipe down cafeteria tables/chairs where applicable.

10.      All lights will be turned out and suite doors locked by cleaners after
         completion of their duties.

                                      E-3

<Page>

                             CLEANING SPECIFICATIONS

                            OFFICE AREAS - CONTINUED

WEEKLY

1.       Dust high partition ledges and moldings.

2.       Detail vacuum all carpeted areas.

3.       Spot clean doors and electric switch plates.

4.       Stiff brush or vacuum furniture (to remove lint and dirt).

5.       Dust windowsills and ledges.

MONTHLY

1.       Dust ceilings vents and grates as required.

2.       Spray buff tile floors.

3.       Dust window blinds.

ANNUALLY

1.       Strip and refinish tile floors.


                                      E-4

<Page>


                             CLEANING SPECIFICATIONS

                                    ELEVATORS


1.       Clean and vacuum elevator door tracks.

2.       Clean and polish both sides of elevator doors with a non-abrasive
         cleanser.

3.       Completely clean the interior of all elevator cabs including all
         horizontal and vertical surfaces.

4.       Dust and wet mop all floor surfaces (where applicable). Vacuum floor
         (if applicable).

5.       Remove gum, tar and other foreign substances from floor.

6.       Clean and polish all metal work with a non-abrasive cleanser.

7.       Damp wipe and polish all control panels.

WEEKLY

1.       Dust ceiling fans and vents.

2.       Clean and polish complete interior of cab.

3.       Perform carpet spot cleaning.


                                      E-5

<Page>


                             CLEANING SPECIFICATIONS

                        COMPUTER ROOMS - (RAISED FLOORS)

DAILY

1.       Empty all wastebaskets and receptacles.  Adhere to recycling program.

2.       Sweep and/or dust mop floors.

3.       Damp mop floor surfaces (wringing out mop completely).

4.       Remove gum, tar and other foreign substances from floor. Spot scrub
         difficult stains.

5.       Dust all horizontal surfaces (do not touch computer equipment).

WEEKLY

1.       Dust ceiling fans and vents.

2.       Spot clean doors and electric switch plates.

ANNUALLY

1.       Dry strip tile floors.


                                      E-6

<Page>


                             CLEANING SPECIFICATIONS

                                   STAIRWELLS


1.       Dust all handrails and risers.

2.       Sweep all resilient tile floor surfaces with chemically treated dry
         mop. Spot mop to remove spoilage.

MONTHLY

1.       Wet mop stairway steps and landings (fire tower).

2.       Wash doors and trim.


                                      E-7

<Page>

                             CLEANING SPECIFICATIONS

                                   LAVATORIES


DAILY

1.       Sweep or dust mop floor surfaces.

2.       Wet mop floor surfaces with disinfectant solution. Deck brush under
         urinals and behind toilets as required.

3.       Remove gum, tar and other foreign substances from floor surfaces.

4.       Dust horizontal surfaces within reach.

5.       Remove all finger marks from walls, stalls, doors and light switches.

6.       Polish all stainless steel chrome fixtures and dispensers.

7.       Clean and polish mirrors, frames, shelves, wash basins and soap
         dispensers, seat hinges and metal trim.

8.       Wash and disinfect interior and exterior of all basins, bowls and
         urinals, with combination cleaner, disinfect, deodorizer.

9.       Empty all clean all waste and sanitary containers. Replace soiled
         liners and transport to dumpster area for removal.

10.      Spot clean walls around sink, towel dispensers, urinals, toilets,
         partitions and door frames.

11.      Hand dust and clean all partitions, tops of tile ledges, all paper and
         sanitary napkin dispensers.

12.      Refill all toilet tissue, sap, sanitary napkin, seat and towel
         dispensers.

13.      Clean and disinfect all shower room floors, walls and ceilings.


                                      E-8

<Page>

                             CLEANING SPECIFICATIONS

                             LAVATORIES - CONTINUED


MONTHLY

1.       Clean and disinfect all floor drains, ventilating grills, exhaust fans
         and ducts.

2.       High dust all horizontal surfaces above the reach of the average person
         (such as door frames, partitions, ledges, etc.)

3.       Wash and disinfect walls, partitions, doors and trim. Pay special
         attention to areas behind toilets.

4.       Clean baseboards.

5.       Machine scrub floors.

6.       Clean all partitions.


                                      E-9

<Page>

                             CLEANING SPECIFICATIONS

           SERVICE AREA, VENDING AREA AND CAFETERIA (WHERE APPLICABLE)


DAILY

1.       Empty all wastebaskets and receptacles. Replace soiled liners and
         transport to dumpsters area for removal. (Any spillage is to be cleaned
         immediately.)

2.       Spot clean exteriors of waste containers.

3.       Dust mop and damp mop floor surfaces.

4.       Remove gum, tar, and other foreign substances from floor surfaces.

5.       Spot clean and polish all metal surfaces.

6.       Dust horizontal surfaces within reach.

7.       Empty and wipe clean all ash trays where applicable. Where sand urns
         are used, empty all debris, smooth sand and replace as needed.

8.       Spot clean marks from walls, light switches and trim.

9.       Damp wipe counter tops.

WEEKLY

1.       Dust high partitions, ledges and moldings.

2.       Clean baseboards.

3.       Wash doors and trim.

4.       Spray buff tile floors.



                                      E-10