EXHIBIT 10.1








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                                 LEASE AGREEMENT

                           FAIR CENTER OFFICE BUILDING

                                FAIRFAX, VIRGINIA

         THIS  LEASE  AGREEMENT  (this  "Lease")  is made as of the 20th day of
December,  1996 by and  between  Aeromaritime  Investment  Company,  a Delaware
corporation  (hereinafter  referred to "Landlord"),  and  Information Analysis,
Inc., a Virginia corporation (hereinafter referred to as "Tenant").

                                    RECITALS:
                                    ---------

         A. Landlord is the owner of a four-story  office building known as the
Fair  Center  Office  Building,  located at 11240  Waples  Mill Road,  Fairfax,
Virginia 22030. (Said office building is hereinafter referred to as the "Office
Building").

          B. Tenant  desires to lease space in the Office  Building and Landlord
is willing  to lease  space in the Office  Building  to Tenant,  upon the terms,
conditions, covenants and agreements set forth herein.

          NOW  THEREFORE,  the  parties  hereto,  intending  legally to be bound
hereby covenant and agree as set forth below.

                                    ARTICLE I
                                    ---------
                                  THE PREMISES
                                  ------------

         1.1  Landlord  hereby  leases to Tenant and Tenant  hereby  leases from
Landlord, for the term and upon the terms, conditions,  covenants and agreements
herein  provided,  approximately  15,023 square feet of rentable area on the 4th
floor  (hereinafter  referred to as "Part A of the Premises") and  approximately
3,257 square feet of rentable area on the 2nd floor (hereinafter  referred to as
"Part B of the  Premises") of the Office  Building  (such combined total area of
18,280  square  feet  of  rentable  area  is  hereinafter  referred  to  as  the
"Premises").  The  location  and  configuration  of the Premises are outlined on
Exhibit A  attached  hereto  and made a part  hereof.  At such time as the exact
number of square feet of rentable area included in the Premises is  ascertained,
Landlord and Tenant shall  execute an amendment to this Lease  stating the exact
number of square feet of rentable  area  included  in the  Premises.  Landlord's
architect  shall  verify the square  footage of the Premises and verify that the
1989  Washington  Board of Realtors  Standard Floor Area Measure was utilized in
the calculation of the square footage.

         1.2 The lease of the Premises  (hereinafter referred to as the "Lease")
includes  the right,  together  with other  tenants of the Office  Building  and
members  of the  public,  to use the  common  and  public  areas  of the  Office
Building, but includes no other rights not specifically set forth herein.

         1.3  Tenant  shall have the use of up to 3.5  parking  spaces per 1,000
rentable  square feet in the Premises on the Office  Building's  surface parking
lot,  including  six  (6)  reserved,   marked  spaces  for  Tenant's  employees,
representatives,  visitors and agents.  Other than the six (6) reserved,  marked
spaces referenced  hereinabove,  Tenant agrees and acknowledges that the parking
spaces shall be unreserved  and that  Landlord  shall not be obligated to police
the parking lot to enforce  this  provision  nor shall  Landlord be obligated to
guarantee that such spaces will always be available.

                                   ARTICLE II
                                   ----------
                                      TERM
                                      ----

         2.1 The  term of this  Lease  (hereinafter  referred  to as the  "Lease
Term")  shall  commence  on the date  determined  pursuant to Section 2.2 hereof
(hereinafter  referred to as the "Lease  Commencement  Date") and shall

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continue  for the  balance  of the month in which the  Lease  Commencement  Date
occurs and for a period of seven (7) years  thereafter  unless the Lease Term is
renewed or terminated earlier in accordance with the provisions of this Lease.

         2.2 The Lease  Commencement  Date  shall be the date on which  Landlord
substantially  completes construction of the tenant improvements to be installed
in the  Premises,  as  determined  pursuant to  Paragraphs  1 and 2 of Exhibit B
attached  hereto and made a part hereof,  or the date on which Tenant  commences
beneficial use of the Premises,  whichever occurs first.  Tenant shall be deemed
to have  commenced  beneficial  use of the Premises  when Tenant  begins to move
furniture and furnishings into the Premises.  Notwithstanding the foregoing,  if
Landlord is delayed in  completing  construction  of the Premises as a result of
any of the  reasons  described  in clauses  (a)  through  (e) of  Paragraph 3 of
Exhibit B, the Premises shall be determined to have been substantially completed
on  the  date   determined  in  accordance   with  Paragraph  4  of  Exhibit  B.
Notwithstanding the foregoing,  in the event Landlord is unable to substantially
complete  construction  of the  Premises by May 1, 1997 and such is inability to
complete  construction is not caused by circumstances beyond Landlord's control,
including  Tenant's  failure to comply  with any term,  condition,  covenant  or
agreement  contained in the Lease and attached  Exhibit B, then and only in such
event Landlord agrees to pay Tenant's holdover portion of base rent for Tenant's
present offices  located  at 2222  Gallows  Road,  Suite  300,  Dunn  Loring,
Virginia  in the  amount  of  $11,871.58  per month  commencing  May 1, 1997 and
continuing until the Premises is substantially completed.

         2.3 Promptly after the Lease Commencement Date is ascertained, Landlord
and Tenant  shall  execute an amendment  to this Lease  setting  forth the Lease
Commencement Date and the date upon which the Lease Term will expire.

         2.4 Landlord presently  anticipates that the Premises will be ready for
occupancy for Tenant on or about March 1, 1997.  In the event that  construction
of the Premises or delivery of possession of the Premises is delayed, regardless
of the reasons or causes of such delay, this Lease shall not be rendered void or
voidable as a result of such delay, and the term of this Lease shall commence on
the Lease  Commencement  Date as  determined  pursuant  to Section  2.2  hereof.
Furthermore,  Landlord  shall  not have any  liability  whatsoever  to Tenant on
account of any such delay except as  otherwise  set forth in Section 2.2 hereof.
Notwithstanding  the  foregoing,   in  the  event  Landlord  has  not  delivered
possession  of the  Premises  by August 1, 1997 and such  delay in  delivery  in
possession was not caused by Tenant or circumstances  beyond Landlord's control,
Tenant may terminate the Lease without penalty.

         2.5 For  purposes of this Lease,  the term "Lease Year" shall mean each
consecutive  period of the twelve (12) calendar months,  commencing on the first
day of the month immediately following the month in which the Lease Commencement
Date  occurs and on each  anniversary  of such day,  except that the first (1st)
Lease Year shall also include the period from Lease  Commencement Date until the
first day of the following month.

                                   ARTICLE III
                                   -----------
                                    BASE RENT
                                    ---------

         3.1  During the Lease Term, Tenant shall pay to Landlord as annual base
rent for the Premises,  without setoff,  deduction or demand, the combined total
amount of:  (a) an amount  equal to the sum of $15.75  multiplied  by the  total
number of square  feet of  rentable  area in Part A of the  Premises  and (b) an
amount equal to the sum of $15.50  multiplied by the total number of square feet
of rentable area in Part B of the Premises, which combined total amount shall be
subject to  adjustment  as provided in Section 3.2 hereof.  The annual base rent
payable  hereunder  during each Lease Year shall be divided  into equal  monthly
installments and such monthly  installments  shall be due and payable in advance
by the first day of each month  during  such Lease Year.  Concurrently  with the
signing of this Lease, Tenant shall pay to Landlord the sum of $23,924.65, which
sum shall be credited by Landlord  toward the monthly  installment  of base rent
due for the first full  calendar  month  falling  within the Lease Term.  If the
Lease  Term  begins on a day other  than on the first day of a month,  rent from
such date until the first day of the following  month shall be prorated on a per
diem basis at the rate of one-thirtieth  (1/30th) of the monthly  installment of
base rent payable  during the first Lease Year,  and such prorated rent shall be
payable in advance on the Lease Commencement Date.

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         3.2  Commencing  on the first (1st) day of the second  (2nd) Lease Year
and on the first day of each and every  Lease Year  thereafter  during the Lease
Term, the annual base rent set forth in Section 3.1 hereof shall be increased by
three percent (3%).


         3.3 All rent shall be paid to  Landlord  in legal  tender of the United
States at the address to which  notices to  Landlord  are to be given or to such
other party or to such other address as Landlord may designate from time to time
by written notice to Tenant.  If Landlord shall at any time accept rent after it
shall  become due and  payable,  such  acceptance  shall not excuse a delay upon
subsequent  occasions,  or  constitute  or be  construed  as a waiver  of any of
Landlord's rights hereunder.

                                   ARTICLE IV
                                 ADDITIONAL RENT

         4.1  Introduction.  An integral part of Landlord's  leasing program for
the Office  Building  involves  the  requirement  that the tenants of the Office
Building  bear that portion of the costs and expenses  incurred each year in the
operation of the Office Building that exceed a predetermined  base amount. It is
the intent and desire of the Landlord  that such costs and expenses be allocated
among all the  tenants of the Office  Building  in a fair and  equitable  manner
consistent  with  sound and  practical  administrative  practice.  The costs and
expenses include, among other things: (a) the basic administrative and operating
costs and expenses  incurred in the  operation of the Office  Building,  (b) the
charges for electrical  power  furnished to or for the benefit of the tenants of
the  Office  Building,  and (c) the costs  incurred  by  Landlord  in  providing
janitorial and char services for the tenants of the Office  Building and for all
public and common  areas in the Office  Building.  By  execution  of this Lease,
Tenant  accepts  basic  obligation  to pay its  proportionate  share of the cost
increases  incurred with respect to the expenses  described  above. The specific
obligations of Tenant with respect to such cost  increases  shall be governed by
the remaining sections of this Article IV.

          4.2 Basic Operating Charges.
       (a) As additional rent for the Premises. Tenant shall pay to Landlord its
proportionate  share of the  amount  by which the Basic  Operating  Charges  (as
hereinafter  defined)  incurred  by  Landlord  in the  operation  of the  Office
Building  during any calendar  year falling  entirely or partly within the Lease
Term exceed the Basic Operating  Charges for the calendar year 1997 (hereinafter
referred  to as the  "Operating  Charges  Base  Amount").  For  purposes of this
Section  4.2,  Tenant's  proportionate  share  of such  increases  shall be that
percentage which is equal to a fraction, the numerator of which is the number of
square feet of rentable area in the Premises,  and the  denominator  of which is
the total number of square feet of rentable area in the Office Building.

      (b) The  Basic  Operating  Charges  shall  mean the sum of the  costs  and
expenses  described in subsection (1) below, which are  intended to include  all
costs of operating the Office Building that are to be apportioned to all tenants
of the Office  Building,  but the Basic Operating  Charges shall not include the
costs and expenses described in subsection (2) below.

      (1) Included costs and expenses:

          (i) Except as otherwise  provided in subsection  (b)(2)(v) below, gas,
              water,  sewer,  electricity and other utility  charges  (including
              surcharges) of every type and nature.

         (ii) Insurance.

        (iii) Personnel costs of the Office Building,  including but not limited
              to, salaries, wages, fringe benefits and other direct and indirect
              costs of  engineers,  superintendents,  watchmen,  porters and any
              other Office Building personnel.

         (iv) Costs of service and  maintenance  contracts,  including,  but not
              limited to, chillers,  boilers,  controls,  elevators, mail chute,
              window cleaning, security services and management fees.

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          (v) All other  maintenance  and repair expenses and supplies which are
              deducted  by  Landlord  in  computing   its  Federal   income  tax
              liability.


         (vi) Depreciation (on a straight-line basis over the useful life of the
              improvement) for capital  expenditures  made by Landlord to reduce
              operating  expenses if  Landlord  reasonably  determines  that the
              annual reduction in operating  expenses shall exceed  depreciation
              therefor.

        (vii) Costs  of  all  janitorial  and  cleaning  services  and  supplies
              furnished to the tenants of the Office Building and for all common
              and public areas in the Office Building.

       (viii) Any other  actual  costs and  expenses  incurred  by  Landlord  in
              maintaining or operating the Office Building.

         (ix) The costs of any  additional  services  not provided to the Office
              Building at the Lease Commencement Date but thereafter provided by
              Landlord in the prudent management of the Office Building.

          (x) Real Estate Taxes (as hereinafter defined).

              (2) Excludes costs and expenses:

          (i) Principal or interest payments on any mortgages, deeds of trust or
              other financing encumbrances.

         (ii) Leasing commissions payable by Landlord.

        (iii) Deductions for depreciation for the Office Building, except to the
              extent included in subsection (1)(vi) above.

         (iv) Capital   improvements  that  are  not  deducted  by  Landlord  in
              computing its Federal income tax  liability,  except to the extent
              included in subsection (1)(vi) above.

          (v) The costs of special services or utilities  separately  chargeable
              to individual tenants of the Office Building.

         (vi) Ground rent or other rental  payments  made under any ground lease
              or underlying lease.

        (vii) Costs of  structural  repairs  to the  Office  Building  including
              structural  repairs to the roof, curtain wall,  foundation,  floor
              slabs (except for normal caulking and maintenance).

       (viii) Costs of leasing commissions, legal, space planning, construction,
              and other  expenses  incurred in procuring  tenants for the Office
              Building or with respect to individual tenants or occupants of the
              Office Building.

         (ix) Costs  of  painting,  redecorating,  or  other  services  or  work
              performed for the benefit of another tenant, prospective tenant or
              occupant (other than the common areas of the Office Building).

          (x) Salaries,  wages,  or  other  compensation  paid  to  officers  or
              executives of Landlord.

         (xi) Costs of advertising and public  relations and  promotional  costs
              associated  with the  promotion or leasing of the Office  Building
              and costs of signs in or on the Office  Building  identifying  the
              owners  of the  Office  Building  or  any  tenant  of  the  Office
              Building.

        (xii) Any costs,  fines or penalties  incurred  due to the  violation by
              Landlord of any governmental rule or authority.


       (xiii) Any  other   expenses  for  which   Landlord   actually   receives
              reimbursement from insurance,  condemnation  awards, other tenants
              or any other source.

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        (xiv) Costs  of  repairs,   restoration,   replacements  or  other  work
              occasioned by: (a) fire, windstorm or other casualty (whether such
              destruction   be  total  or  partial)  and  (b)  the  exercise  by
              governmental rule or authority.


         (xv) Costs  incurred in connection  with  disputes with tenants,  other
              occupants,  or prospective tenants, or costs and expenses incurred
              in  connection  with  negotiations  or  disputes  with  employees,
              consultants,  management  agents,  leasing  agents,  purchasers or
              mortgagees of the Office Building.

        (xvi) Costs of  repairing,  replacing  or otherwise  correcting  defects
              (including  latent  defects)  in or  inadequacies  of (but not the
              costs of ordinary and  customary  repair for normal wear and tear)
              the initial  design  or construction  of  the Office  Building  or
              the costs of  repairing,  replacing or  correcting  defects in the
              initial design or construction of the Office Building or the costs
              of  repairing,  replacing  or  correcting  defects in the  initial
              design or construction of any tenant improvements.

       (xvii) Costs relating to another  tenant's or occupant's  space which (a)
              were  incurred in rendering  any service or benefit to such tenant
              that Landlord was not required, or were for a service in excess of
              the service  that the  Landlord was  required,  to provide  Tenant
              hereunder or (b) were  otherwise in excess of the Office  Building
              standard  services then being  provided by Landlord to all tenants
              or other  occupants  in the Office  Building,  whether or not such
              other tenant or occupant is actually charged therefor by Landlord.

      (xviii) Costs   incurred   in   connection   with  the  sale,   financing,
              refinancing,  mortgaging,  selling or change of  ownership  of the
              Office Building.

        (xix) Costs,  fines,  interest,   penalties,  legal  fees  or  costs  of
              litigation  incurred  due to the late  payments of taxes,  utility
              bills and other costs incurred by Landlord's  failure to make such
              payments when due.

         (xx) General   overhead   and  general   administrative   expenses  and
              accounting, record-keeping and clerical support of Landlord or the
              management agent, except expenses related to the Office Building.

        (xxi) All amounts  which would  otherwise be included in expenses  which
              are  paid to any  affiliate  or  subsidiary  of  Landlord,  or any
              representative, employee or agent of same, to the extent the costs
              of such services exceed the competitive rates for similar services
              of comparable  quality  rendered by persons or entities of similar
              skill, competence and experience.

       (xxii) Increased  insurance  premiums  caused by  Landlord's or any other
              tenant's  hazardous acts and insurance for leasehold  improvements
              in the premises leased or to be leased to other tenants.

      (xxiii) Costs incurred to correct violations by Landlord of any law, rule,
              order or  regulation  which  was in effect as of the date that the
              Office Building's Certificate of Occupancy was validly issued.

       (xxiv) Costs  arising  from the presence of  Hazardous  Substances  in or
              about or below the land or the Office Building,  including without
              limitation,  hazardous  substances  in  the  groundwater  or  soil
              (unless  introduced  into or caused by Tenant),  except  costs for
              bottled  drinking  water  which may be  provided to tenants of the
              Office Building.

        (xxv) Costs   incurred  for  any  items  to  the  extent  covered  by  a
              manufacturer's,  materialsman's, vendor's or contractor's warranty
              (a "Warranty")  and the costs of any items that are not covered by
              a Warranty but for which a reasonable, prudent Landlord would have
              obtained a warranty.

       (xxvi) Non-cash   items,   such  as  deductions  for   depreciation   and
              amortization  of the  Office  Building  and  the  Office  Building
              equipment,  interest on capital  invested,  bad debt losses,  rent
              losses and reserves for such losses.

      (xxvii) Services  provided  and  costs  incurred  in  connection  with the
              operation of retail or other ancillary operations

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              owned, operated or subsidized by Landlord.


      (c) As used above,  the term "Real Estate Taxes" shall mean,  (i) all real
 estate  taxes,  including  general and special  assessments,  if any, which are
 imposed upon Landlord or assessed  against the Office  Building and/or the land
 upon which the  Office  Building  is  situated,  and (ii) any other  present or
 future  taxes or  governmental  charges  that are  imposed  upon  Landlord,  or
 assessed against the Office Building and/or the land upon which it is situated,
 including,  but not  limited  to,  any tax levied on or  measured  by the rents
 payable by tenants  of the Office  Building,  which are in the nature of, or in
 substitution for, real estate taxes.

         4.3 Commencing on the first anniversary of the Lease Commencement Date,
Tenant shall make estimated monthly payments to Landlord on account of increases
in the charges  described in Section 4.2 that are expected to be incurred during
each calendar year falling  entirely or partly within the Lease Term. The amount
of such monthly payments shall be determined as follows. At the beginning of the
second  year of the  Lease  Term  and at the  beginning  of each  calendar  year
thereafter, Landlord shall submit to Tenant a statement setting forth Landlord's
reasonable estimates of the amounts by which the charges that are expected to be
incurred during such calendar year will exceed the Operating Charges Base Amount
and  the  computation  of  Tenant's  proportionate  share  of  such  anticipated
increase.  Tenant shall pay to Landlord on the first day of each month following
receipt of such statement  during such calendar year an amount equal to Tenant's
proportionate share of the anticipated  increase  multiplied by a fraction,  the
numerator  of which is 1, and the  denominator  of which is the number of months
during such  calendar  year which fall within the Lease Term and follow the date
of the foregoing statement. Within ninety (90) days after the expiration of each
calendar year, Landlord shall submit to Tenant a statement showing, (i) Tenant's
proportionate  share of the amount by which the costs and expenses  described in
Section 4.2 actually  incurred  during the preceding  calendar year exceeded the
Operating  Charges Base Amount,  and (ii) the aggregate  amount of the estimated
payments  made by Tenant on account  thereof.  If the  aggregate  amount of such
estimated payments exceeds Tenant's actual liability for such increases,  Tenant
shall deduct the net overpayment from its next estimated  payment or payments on
account of increases in such categories of charges for the then current year. If
Tenant's actual liability for such increases exceeds the estimated payments made
by Tenant on account  thereof,  then Tenant shall within thirty (30) days pay to
Landlord the total amount of such deficiency.

         4.4 In the event the Lease Term  commences or expires during a calendar
year, the increases in the charges described in Section 4.2 to be paid by Tenant
for such  calendar  year  shall be  apportioned  by  multiplying  the  amount of
Tenant's  proportionate  share thereof for the full calendar year by a fraction,
the numerator of which is the number of months during such calendar year falling
within the Lease Term, and the  denominator of which is 12.  Tenant's  liability
for its  proportionate  share  of the  increase  in such  charges  for the  last
calendar year falling entirely or partly within the Lease Term shall survive the
expiration  of the Lease Term.  Similarly,  Landlord's  obligation  to refund to
Tenant the  excess,  if any,  of the amount of  Tenant's  estimated  payments on
account  of such  increase  for such last  calendar  year over  Tenant's  actual
liability therefore shall survive the expiration of the Lease Term.

         4.5 All payments required to be made by Tenant pursuant to this Article
IV shall be paid to Landlord, without setoff or deduction, in the same manner as
the base rent is payable pursuant to Article III hereof.

         4.6 In the event that any business, rent or other taxes that are now or
hereafter  levied upon  Tenant's  use or  occupancy  of the Premises or Tenant's
business at the  Premises  are  enacted,  changed or altered so that any of such
taxes are levied  against the Landlord,  or the mode of collection of such taxes
is changed so that  Landlord is  responsible  for  collection or payment of such
taxes,  Tenant shall pay any and all such taxes to Landlord  within  thirty (30)
days of demand from Landlord.

                                    ARTICLE V
                                    ---------
                                SECURITY DEPOSIT
                                ----------------

         5.1  Simultaneously  with the  execution  of this Lease,  Tenant  shall
deliver to Landlord an amount equal to one month's  installment  of base rent as
computed in  accordance  with  Article 3.1, as a security  deposit  (hereinafter
referred to as the "Security Deposit").  Such amount shall be in addition to the
amount  referenced  in Section 3.1 hereof.  In the event that the  Premises are
determined  to contain  more or less than 18,280 square feet of  rentable  area,
then the amount

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of the Security Deposit shall be increased or decreased,  as the case may be, so
that  the  amount  of the  Security  Deposit  shall  be  equal  to  one  monthly
installment  of base  rent,  as  determined  pursuant  to  Section  3.1  hereof.
Landlord  shall not be required to maintain such Security  Deposit in a separate
account.  The  Security  Deposit  shall  be  deposited  in a  federally  insured
financial  institution  and shall earn interest  throughout  the Lease Term. The
Security Deposit shall be security for the performance by Tenant of all Tenant's
obligations,  covenants,  conditions  and  agreements  under this Lease.  Within
thirty (30) days after the expiration of the Lease Term, and provided Tenant has
vacated the Premises and is not in default hereunder,  Landlord shall return the
Security  Deposit and accrued  interest to Tenant,  less  Landlord's  reasonable
administrative  fee of no more than five percent (5%) of the interest earned and
less such portion  thereof as Landlord  shall have  appropriated  to satisfy any
default by Tenant  hereunder.  In the event of any default by Tenant  hereunder,
Landlord  shall have the right,  but shall not be  obligated,  to use,  apply or
retain all or any portion of the  Security  Deposit  for, (i) the payment of any
base or  additional  rent or any other sum as to which Tenant is in default, ii)
the payment of any amount which Landlord may spend or become  obligated to spend
to repair  physical  damage to the Premises or the Office  Building  pursuant to
Section 8.2 hereof,  or (iii) the  payment of any amount  Landlord  may spend or
become  obligated to spend,  or for the  compensation of Landlord for any losses
incurred,  by reason of  Tenant's  default,  including,  but not limited to, any
damage or deficiency  arising in connection  with the reletting of the Premises.
If any portion of the  Security  Deposit is so used or applied,  within ten (10)
business days after written notice to Tenant of such use or application,  Tenant
shall deposit with Landlord cash in an amount sufficient to restore the Security
Deposit to its original amount, and Tenant's failure to do so shall constitute a
default under this Lease.


         5.2 in the event of the sale or transfer  of Landlord's interest in the
 Office Building,  Landlord shall transfer the Security Deposit to the purchaser
 or assignee,  in which event Tenant shall look only to the new landlord for the
 return of the Security  Deposit,  and Landlord shall thereupon be released from
 all liability to Tenant for the return of the Security Deposit.

         5.3 Tenant hereby  acknowledges that Tenant will not look to the holder
of any mortgage (as defined in Section 21.1) encumbering the Office Building for
return of the Security  Deposit if such holder,  or its successors,  or assigns,
shall succeed to the ownership of the Office Building, whether by foreclosure or
deed  in lieu  thereof,  except if and to the  extent  the  Security  Deposit is
actually transferred to such holder.

                                   ARTICLE VI
                                   ----------
                               USE OF THE PREMISES
                               -------------------

         6.1 Tenant shall use and occupy the Premises  solely for general office
purposes and for no other use or purpose  without the prior  written  consent of
Landlord.  Tenant shall not use or occupy the Premises for any unlawful  purpose
or in any manner that will constitute waste, nuisance or unreasonable  annoyance
to the  Landlord or other  tenants of the Office  Building.  Tenant shall comply
with all present and future laws,  ordinances  (including  zoning ordinances and
land use requirements), regulations, and orders of the United States of America,
the  Commonwealth  of Virginia, the County of Fairfax,  and any other  public or
quasi-public  authority having  jurisdiction  over the Premises,  concerning the
use,  occupancy and condition of the Premises and all  machinery,  equipment and
furnishings  therein.  It is expressly  understood that if any present or future
law,  ordinance,  regulation  or order  requires  an  occupancy  permit  for the
Premises,  Tenant will obtain such permit at Tenant's own  expense,  except that
Landlord shall obtain the initial certificate of occupancy for the Premises upon
Landlord's  completion  of the tenant  improvements  to be installed by Landlord
pursuant to Exhibit B attached hereto and made a part hereof.

         6.2 Tenant and  Landlord  shall  comply,  at all times during the Lease
Term, with Titles I and III of the Americans with  Disabilities  Act of 1990, as
it may be amended  from time to time,  as it relates to the  Premises and Office
Building, respectively.

                                   ARTICLE VII
                                   -----------
                           ASSIGNMENTS AND SUBLETTING
                           --------------------------

         7.1 Tenant  shall not have the right to assign,  transfer,  mortgage or
otherwise encumber this Lease or its interest herein without first obtaining the
prior written consent of Landlord, which consent may be granted or withheld

                                       52


<PAGE>

                                       8

by Landlord in its sole  discretion.  No assignment or transfer of this Lease or
the right of  occupancy  hereunder  may be  effectuated  by  operation of law or
otherwise  without the prior written  consent of Landlord,  which consent may be
granted  or  withheld  by  Landlord  in its  sole  discretion.  If  Tenant  is a
partnership,  a  withdrawal  or change,  whether  voluntary,  involuntary  or by
operation or law, of partners  owning a controlling  interest in Tenant shall be
deemed a  voluntary  assignment  of this  Lease  and  subject  to the  foregoing
provisions. If Tenant is a corporation,  any dissolution,  merger, consolidation
or other  reorganization  of Tenant,  or the sale or transfer  of a  controlling
interest of the capital stock of Tenant,  shall be deemed a voluntary assignment
of this Lease and subject to the foregoing provisions. However,  the preceding
sentence shall not apply to corporations,  the stock of which is traded through
a national or regional exchange or over-the-counter. Any attempted  assignment
or transfer by Tenant of this Lease or its interest herein without  Landlord's
consent  shall,  at the option of Landlord,  terminate this Lease, however, in
the event of such termination, Tenant shall remain liable for all rent and
other  sums due  under  this  Lease and all  damages  suffered  by Landlord on
account of such breach by Tenant.

         7.2 Tenant shall not have the right to sublease  (which  term,  as used
herein, shall include any type of subrental  arrangement and any type of license
to occupy) the entire Premises without first obtaining the prior written consent
of the Landlord,  which consent shall not be unreasonably withheld,  conditioned
or delayed. Furthermore, Tenant shall not have the right to sublease any portion
of the Premises  without first  complying with the provisions of subsections (a)
and (b) below:

      (a) Tenant  shall  give the  Landlord  written  notice  of its  desire  to
          sublease all or a portion of the  Premises.  Such notice shall specify
          the  portion of the  Premises  proposed to be sublet and the date such
          portion is to be made  available  for  subleasing.  Within twenty (20)
          days after  receipt of such notice,  Landlord  shall notify  Tenant in
          writing whether or not Landlord will retake  possession of the portion
          of the Premises  proposed to be sublet and thereby delete such portion
          of the Premises from the Premises being leased to Tenant hereunder. If
          Landlord elects to retake such portion of the Premises,  then Landlord
          shall  retake  possession  of such  portion on the date  specified  in
          Tenant's  notice and Tenant's  obligation to pay rent for such portion
          shall  cease  on such  date.  Thereafter,  Tenant  shall  not have any
          further rights of any kind,  including any rights of renewal, in or to
          the portion of the Premises so retaken.  If Landlord does not elect to
          retake such portion of the Premises  within the aforesaid  twenty (20)
          day period,  Tenant shall comply with the provisions of subsection (b)
          below with  respect to any  proposed  sublease of such  portion of the
          Premises.

      (b) Tenant  shall have the right to sublease  any portion of the  Premises
          that  Landlord has not elected to retake  pursuant to  subsection  (a)
          above,  provided  that  Tenant  obtains the prior  written  consent of
          Landlord  to  such   proposed   sublease.   Landlord   agrees  not  to
          unreasonably  withhold,  condition  or delay its  consent  to any such
          proposed   sublease;   provided,   however,   that  it  shall  not  be
          unreasonable   for  Landlord  to  withhold  its  consent  if  Landlord
          determines,  in its reasonable  discretion,  that the character of the
          proposed  subtenant or the nature of the activities to be conducted by
          such proposed  subtenant would  adversely  affect the other tenants of
          the  Office  Building  or would  impair the  reputation  of the Office
          Building as a first-class office building.

Notwithstanding  the  foregoing,  Landlord  hereby  approves  Inotech  and Point
Systems,  Inc. as approved  subtenants subject to all provisions of this Article
VII.

         7.3 The consent by Landlord to any  assignment or subletting  shall not
be construed as a waiver or release of Tenant from any and all liability for the
performance  of all  covenants and  obligations  to be performed by Tenant under
this Lease,  nor shall the  collection  or acceptance of rent from any assignee,
transferee or subtenant constitute a waiver or release of Tenant from any of its
liabilities  or  obligations  under  this  Lease.   Landlord's  consent  to  any
assignment  or  subletting  shall not be construed as relieving  Tenant from the
obligation of complying  with the  provisions of Sections 7.1 or 7.2 hereof,  as
applicable,  with respect to any subsequent  assignment or  subletting.  For any
period during which Tenant is in default  hereunder,  Tenant  hereby  assigns to
Landlord the rent due from any  subtenant of Tenant and hereby  authorizes  each
subtenant to pay said rent directly to Landlord.

         7.4 Tenant  hereby  covenants  and agrees that  neither  Tenant nor any
other person having an interest in the possession, use, occupancy or utilization
of the Premises  shall enter into any lease,  sublease,  license,  concession or
other agreement for use, occupancy or utilization of space in the Premises which
provides for rental or other payment

                                       53


<PAGE>

                                       9

for such  use,  occupancy  or  utilization  based in whole or in part on the net
income or profits  derived by any person from the  Premises,  used,  occupied or
utilized  (other than an amount based on a fixed  percentage or  percentages  of
receipts  or  sales),  and that any such  purported  lease,  sublease,  license,
concession or other  agreement  shall be absolutely  void and  ineffective  as a
conveyance  of any  right or  interest  in the  possession,  use,  occupancy  or
utilization of any part of the Premises.


                                  ARTICLE VIII
                                  ------------
                        TENANT'S MAINTENANCE AND REPAIRS
                        --------------------------------

         8.1 Tenant will keep and  maintain  the  Premises  and all fixtures and
equipment located therein in clean, safe and sanitary condition,  will take good
care thereof and make all required repairs thereto,  and will suffer no waste or
injury thereto. At the expiration or other termination of the Lease Term, Tenant
shall  surrender the Premises,  broom clean,  in the same order and condition in
which they are in on the Lease  Commencement  Date,  ordinary  wear and tear and
unavoidable damage by the elements excepted.

         8.2 Except as otherwise  provided in Article  XVII hereof,  all injury,
breakage and damage to the Premises and to any other part of the Office Building
caused by any act or omission of Tenant, or of any agent,  employee,  subtenant,
contractor,  customer or invitee of Tenant, shall be repaired by and at the sole
expense of Tenant,  except that Landlord shall have the right, at its option, to
make such repairs and to charge  Tenant for all costs and  expenses  incurred in
connection   therewith  as  additional  rent  hereunder.   Notwithstanding   the
foregoing,  except  in the event of  emergency,  Landlord  shall  only make such
repairs to the Premises if Tenant has failed to make such repairs within fifteen
(15) days of the occurrence. The liability of Tenant for such costs and expenses
shall be reduced by the amount of any insurance proceeds received by Landlord on
account of such injury, breakage or damage.

                                   ARTICLE IX
                                   ----------
                               TENANT ALTERATIONS
                               ------------------

         9.1 The initial  tenant  improvements  in and to the Premises  shall be
installed  by Landlord  in  accordance  with  Exhibit B attached  hereto.  It is
understood  and agreed  Landlord  will not make,  and is under no  obligation to
make,  any   structural  or  other   alterations,   decorations,   additions  or
improvements  in or to the  Premises,  except  as  provided  in  Exhibit B or as
otherwise provided in this Lease.

         9.2  Tenant  will not make or permit  anyone  to make any  alterations,
decorations,  additions or improvements (hereinafter referred to collectively as
"Building  Improvements"),  or any structural or exterior  changes to the Office
Building  without the prior written  consent of Landlord.  Such consent shall be
subject  to  Landlord's  sole   discretion.   Tenant  may  make   non-structural
alterations,  decorations,  additions  or  improvements  to the  interior of the
Premises  (hereinafter referred to collectively as "Improvements") only upon the
prior  written  consent of Landlord,  which  consent  shall not be  unreasonably
withheld.  Notwithstanding  the foregoing,  Tenant is not required to obtain the
Landlord's written consent to hang artwork and other similar  decorations on the
walls of the  Premises so long as such  decorations  do not damage the  Premises
(damage shall not be deemed to include small holes caused by hooks or nails used
to hang the decorations).  It shall not be unreasonable for Landlord to withhold
its consent where the  Improvements  proposed will, in the judgment of Landlord,
adversely  affect the other  tenants of the Office  Building or would impair the
reputation  of the  Office  Building  as a  first-class  office  building.  When
granting its consent,  Landlord may impose any conditions it deems  appropriate,
including,  without  limitation,  the  approval  of  plans  and  specifications,
approval of the  contractor or other persons who will perform the work,  and the
obtaining of specified  insurance.  All Building  Improvements  or  Improvements
permitted by Landlord must conform to all laws,  regulations and requirements of
the Federal,  Virginia and Fairfax County governments:  As a condition precedent
to such  written  consent of  Landlord,  Tenant  agrees to obtain and deliver to
Landlord written,  unconditional  waivers of mechanic's and materialmen's  liens
against  the Office  Building  and the land upon which it is  situated  from all
proposed  contractors,  subcontractors,  laborers and material suppliers for all
work,  labor and  services to be  performed  and  materials  to be  furnished in
connection with Improvements to the Premises. If, notwithstanding the foregoing,
any mechanic's or materialmen's  lien is filed against the Premises,  the Office
Building  and/or the land upon which it is  situated,  for work  claimed to have
been done for, or materials claimed to have been furnished to, the Premises, the
Office  Building  and/or the land upon which it is situated,  such lien shall be
discharged by Tenant within ten (10) days thereafter,  at Tenant's sole cost and
expense, by the

                                       54


<PAGE>

                                       10

payment  thereof or by the filing of a bond.  If Tenant  shall fail to discharge
any  such  mechanic's  or  materialmen's  lien,  Landlord  may,  at its  option,
discharge  such lien and  treat  the cost  thereof  (including  attorneys'  fees
incurred in  connection  therewith)  as  additional  rent  payable with the next
monthly  installment  of base rent falling due; it being  expressly  agreed that
such  discharge by Landlord  shall not be deemed to waive or release the default
of Tenant in not discharging such lien. It is further understood and agreed that
in the event  Landlord  shall  give its  written  consent  to the  making of any
Improvements to the Premises,  such written consent shall not be deemed to be an
agreement  or consent by Landlord to subject its interest in the  Premises,  the
Office  Building  or the land upon which it is  situated  to any  mechanic's  or
materialmen's liens which may be filed in connection therewith.


         9.3 Tenant shall indemnify and hold Landlord  harmless from and against
any and all  expenses,  liens,  claims,  liabilities  and  damages  based  on or
arising,  directly or indirectly, by reason of the making of any improvements to
the Premises.  If any Improvements are made without the prior written consent of
Landlord,  Landlord shall have the right to remove and correct such Improvements
and restore the  Premises to their  condition  immediately  prior  thereto,  and
Tenant  shall be liable for all  expenses  incurred by  Landlord  in  connection
therewith.  All  Improvements  to the Premises or Building  Improvements  to the
Office  Building made by either party shall remain upon and be surrendered  with
the  Premises  as a part  thereof at the end of the Lease  Term,  except that if
Tenant is not in  default  under  this  Lease,  Tenant  shall  have the right to
remove,  prior to the  expiration  of the Lease  Term,  all  movable  furniture,
furnishings  and  equipment  installed in the Premises  solely at the expense of
Tenant.  All damage and injury to the Premises or the Office  Building caused by
such removal  shall be repaired by Tenant,  at Tenant's  sole  expense.  If such
property  of  Tenant  is not  removed  by  Tenant  prior  to the  expiration  or
termination  of this Lease,  the same shall  become the property of Landlord and
shall be surrendered with the Premises as a part thereof.

                                    ARTICLE X
                                    ---------
                              SIGNS AND FURNISHINGS
                              ---------------------

          10.1 Other  than the  Office  Building  standard  signage  identifying
Tenant (which is to be provided and installed by Landlord) on the Premises entry
door, no sign,  advertisement  or notice referring to Tenant shall be inscribed,
painted,  affixed or  otherwise  displayed  on any part of the  exterior  or the
interior of the Office Building,  except on the directories and the doors of the
offices and such other areas as are  designated  by  Landlord,  and then only in
such place,  number,  size, color and style as are approved by Landlord.  All of
Tenant's  signs that are approved by Landlord  shall be installed by Landlord at
Tenant's  cost and expense.  If any sign,  advertisement  or notice that has not
been  approved by Landlord is exhibited or installed by Tenant,  Landlord  shall
have the right to remove the same at Tenant's  expense.  Landlord shall have the
right to prohibit any  advertisement  of or by Tenant which in its opinion tends
to impair  the  reputation  of the  Office  Building  or its  desirability  as a
high-quality  office  building and, upon written  notice from  Landlord,  Tenant
shall immediately refrain from and discontinue any such advertisement.  Landlord
reserves  the right to affix,  install and  display  signs,  advertisements  and
notices on any part of the exterior or interior of the Office Building.

          10.2  Landlord  shall  have the  right to  prescribe  the  weight  and
position of safes and other heavy  equipment and fixtures,  which, if considered
necessary by the Landlord, shall be installed in such manner as Landlord directs
in order to distribute their weight adequately.  Any and all damage or injury to
the Premises or the Office Building caused by moving the property of Tenant into
or out of the Premises, or due to the same being in or upon the Premises,  shall
be repaired by and at the sole cost of Tenant. No furniture,  equipment or other
bulky matter of any  description  will be received  into the Office  Building or
carried in the elevators except as approved by Landlord, and all such furniture,
equipment and other bulky matter shall be delivered  only through the designated
delivery  entrance of the Office Building and the designated  freight  elevator.
All  moving  of  furniture,   equipment  and  other  materials  shall  be  under
supervision of Landlord,  who shall not, however,  be responsible for any damage
to or charges for moving the same.  Tenant  agrees to remove  promptly  from the
sidewalks adjacent to the Office Building any of Tenant's  furniture,  equipment
or other material there delivered or deposited.  Notwithstanding  the foregoing,
Tenant may move into and out of the Office Building on weekend days (Saturday or
Sunday) at no additional  charge to Tenant so long as such moves do not exceed a
total of sixteen (16) hours of Landlord's  supervision time. In the event Tenant
requires more than sixteen (16) hours, Tenant agrees to pay for the cost of such
supervision  time in accordance with  Landlord's then current  schedule of costs
and assessments for such supervision time.

                                       55


<PAGE>

                                       11

                                   ARTICLE XI
                                   ----------
                               TENANT'S EQUIPMENT
                               ------------------

          11.1  Tenant  will  not  install  or  operate  in  the   Premises  any
 electrically  operated equipment or machinery that operates on greater than 110
 volt power,  except as may be specified in Exhibit B attached  hereto,  without
 first obtaining the prior written consent of Landlord,  which consent shall not
 be  unreasonably  withheld.  It  shall  not be  unreasonable  for  Landlord  to
 condition  such  consent  upon the  payment  by  Tenant of  additional  rent in
 compensation  for the excess  consumption of electricity or other utilities and
 for the cost of any  additional  wiring or apparatus  that may be occasioned by
 the  operation  of such  equipment or  machinery.  Tenant shall not install any
 equipment  of any type or nature  that  will or may  necessitate  any  changes,
 replacements  or  additions  to, or in the use of,  the water  system,  heating
 system,  plumbing system,  air-conditioning  system or electrical system of the
 Premises or the Office  Building,  without  first  obtaining  the prior written
 consent of Landlord.  Business machines and mechanical  equipment  belonging to
 Tenant which cause noise or vibration  that maybe  transmitted to the structure
 of the  Office  Building  or to any  space  therein  to such a degree  as to be
 objectionable  to  Landlord  or to any tenant in the Office  Building  shall be
 installed  and  maintained  by  Tenant,  at  Tenant's  expense,   on  vibration
 eliminators or other devices sufficient to reduce such noise and vibration to a
 level satisfactory to Landlord.

                                   ARTICLE XII
                                   -----------
                             INSPECTION BY LANDLORD
                             ----------------------

         12.1 Tenant will permit Landlord, or its agents or representatives,  to
enter the Premises,  without charge therefor to Landlord and without  diminution
of the rent payable by Tenant, to examine,  inspect and protect the Premises and
the Office  Building,  to make such  alterations,  including  alterations to the
electrical and telephone systems in the building,  and/or repairs as in the sole
judgment  of  Landlord  may be  deemed  necessary,  or to  exhibit  the  same to
prospective  tenants during the last one hundred eighty ( 180) days of the Lease
Term. In connection  with such entry,  Landlord  shall  endeavor to minimize the
disruption  to  Tenant's  use of the  Premises  and,  except  in  the  event  of
emergency, shall enter at reasonable times after not less than one (1) day prior
notice to Tenant.

                                  ARTICLE XIII
                                  ------------
                                    INSURANCE
                                    ---------

          13.1  Without the prior written consent of Landlord,  Tenant shall not
conduct or permit to be conducted  any  activity,  or place any  equipment in or
about the  Premises or the Office  Building,  which will in any way increase the
rate of fire  insurance  or  other  insurance  on the  Office  Building.  If any
increase  in the rate of fire  insurance  or other  insurance  is  stated by any
insurance company or by the applicable  Insurance Rating Bureau to be due to any
activity or equipment of Tenant in or about the Premises or the Office Building,
such  statement  shall be conclusive  evidence that the increase in such rate is
due to such  activity or  equipment  and, as a result  thereof,  Tenant shall be
liable for the amount of such increase. Tenant shall reimburse Landlord for such
amount  within  thirty (30) days of written  demand from  Landlord  and such sum
shall be considered additional rent payable hereunder.

          13.2  Throughout  the Lease Term,  Tenant  shall  obtain and  maintain
 public liability insurance in a company or companies licensed to do business in
 the  Commonwealth  of Virginia and  reasonably  approved by the Landlord.  Said
 insurance shall be in minimum amounts reasonably approved by Landlord from time
 to time and  shall  name  Landlord  as an  additional  insured  thereunder.  In
 addition,  if  requested  by the holder of any  mortgage (as defined in Section
 21.1 ) against  the  Office  Building,  said  insurance  shall  also  include a
 standard mortgagee loss payable  endorsement for the benefit of such holder. No
 later than the Lease  Commencement  Date,  Tenant shall obtain public liability
 insurance in minimum amounts of five hundred thousand dollars ($500,000.00) for
 injury to one (1) person,  two million  dollars  ($2,000,000.00)  for injury to
 more than one (1) person and five hundred  thousand dollars  ($500,000.00)  for
 damage to property.  Each such policy shall contain an endorsement  prohibiting
 cancellation  or reduction of coverage  without first giving  Landlord  fifteen
 (15) days' prior written notice of such proposed  action.  Receipts  evidencing
 payment of the premium for such  insurance  shall be  delivered by Tenant on or
 before the Lease  Commencement  Date and, if requested  by  Landlord,  at least
 annually thereafter.

         13.3 Tenant and  Landlord  hereby waive and release each other from any
and all liabilities, claims and losses

                                       56


<PAGE>

                                       12

for which  either  party is or may be held  liable to the  extent  either  party
receives insurance proceeds on account thereof.


         13.4  Landlord  and Tenant  each  waive any and all rights of  recovery
against the other for any loss or damage occasioned to such waiving party or its
property  or the  property  of others  under its control to the extent that such
loss or damage is insured against under any first or extended coverage insurance
policy which  either may have in force at the time of such loss or damage.  Each
party shall obtain any special  endorsement,  if available at no additional cost
and if required by its insurer,  to evidence  compliance with the aforementioned
waiver.

                                   ARTICLE IV
                                   ----------
                             SERVICES AND UTILITIES
                             ----------------------

         14.1 Landlord shall furnish to the Premises year-round  ventilation and
air-conditioning  and  heat  during  the  seasons  when  they are  required,  as
determined in Landlord's  reasonable  judgment and as are consistent  with other
similar office buildings in the Fairfax County area. Landlord shall also provide
reasonably  adequate char and janitorial service after 6:00 PM on Monday through
Friday only (excluding  legal holidays) and shall provide  semi-annual  exterior
window cleaning, as determined in Landlord's sole but not unreasonable judgment,
and in accordance  with standards  customarily  provided in  first-class  office
buildings  in the Fairfax  County  area.  Landlord  will also  provide  elevator
service;  provided,  however,  that  Landlord  shall  have the  right to  remove
elevators from service as may be required for moving  freight,  or for servicing
or maintaining the elevators and/or the Office Building.  Except in the event of
emergency, at least one elevator cab shall be available for use by Tenant at all
times.  The normal hours of operation of the Office  Building will be 8:00 AM to
6:00 PM on Monday through Friday (except legal holidays), and 9:00 AM to 1:00 PM
on Saturday (except legal holidays).  There will be no normal hours of operation
of Office  Building on Sundays or legal  holidays and the Landlord  shall not be
obligated to maintain or operate the Office  Building on such days at such times
unless  special  arrangements  are made by Tenant.  The services  and  utilities
required to be furnished by Landlord,  other than electricity and water, will be
provided  only  during the normal  hours of  operation  of the Office  Building,
except as  otherwise  specified  herein.  It is agreed  that if Tenant  requires
air-conditioning  or heat beyond  normal  hours of operation  set forth  herein,
Landlord  will  furnish such  air-conditioning  or heat,  provided  Tenant gives
Landlord's  agent not less than one (1)  business  days advance  notice  of such
requirement  and  Tenant  agrees to pay for the cost of such  extra  service  in
accordance with  Landlord's  then current  schedule of costs and assessments for
such extra service.

         14.2  Pursuant  to  Exhibit B attached  hereto and made a part  hereof,
Landlord shall provide one individual supplemental  air-conditioning unit on the
roof of the Office  Building to serve  Tenant's  computer  room in Part A of the
Premises.  Landlord  shall  install  an  electric  submeter  for the  purpose of
determining the amount of electrical  consumption of such air-conditioning unit.
Tenant  hereby  agrees  to pay as  additional  rent  the  cost  of all  electric
consumption  which is recorded on the electric  submeter within thirty (30) days
of receipt of an invoice from Landlord.

         14.3 It is  understood  and  agreed  that  Landlord  shall not have any
liability to Tenant whatsoever as a result of Landlord's failure or inability to
furnish any of the  utilities  or services  required to be furnished by Landlord
hereunder,   whether   resulting  from  breakdown,   removal  from  service  for
maintenance or repairs,  strikes,  scarcity of labor or materials,  acts of God,
governmental  requirements or from any other cause  whatsoever  unless caused by
Landlord's gross  negligence.  It is  further  agreed  that any such  failure or
inability to furnish the utilities or services  required  hereunder shall not be
considered an eviction, actual or constructive, of the Tenant from the Premises,
and shall not entitle  Tenant to terminate  this Lease or to an abatement of any
rent  payable  hereunder.  Notwithstanding  the  foregoing,  in the event Tenant
cannot conduct its operations in the Premises as a result of Landlord's  failure
or inability to furnish any such utility or service  required to be furnished by
Landlord hereunder and such failure or inability is within Landlord's reasonable
control,  then  Tenant  shall be  entitled  to rental  abatement  for the period
commencing on the sixth (6th) business day after such lack of utility or service
until the date on which the utility or service is restored.

         14.4  The  parties  hereto  agree to  comply  with  all  mandatory  and
voluntary energy  conservation  controls and  requirements  applicable to office
buildings  that are imposed or  instituted  by the Federal,  Virginia or Fairfax
County governments,  including,  without  limitation,  controls on the permitted
range  of   temperature   settings  in  office   buildings,   and   requirements
necessitating  curtailment  of the volume of energy  consumption or the hours of
operation of the Office  Building.  Any terms or  conditions  of this Lease that
conflict or interfere with compliance with such controls or

                                       57


<PAGE>

                                       13

requirements   shall  be  suspended   for  the  duration  of  such  controls  or
requirements.  It is  further  agreed  that  compliance  with such  controls  or
requirements shall not be considered an eviction, actual or constructive, of the
Tenant from the Premises and shall not entitle Tenant to terminate this Lease or
to an abatement of any rent payable hereunder.


                                   ARTICLE XV
                                   ----------
                              LIABILITY OF LANDLORD
                              ---------------------

         15.1 Landlord  shall not be liable to Tenant,  its  employees,  agents,
business invitees,  licensees,  customers, clients, family members or guests for
any damage,  injury, loss,  compensation or claim,  including but not limited to
claims for the interruption of or loss to Tenant's  business,  based on, arising
out of or resulting from any cause  whatsoever, including but not limited to the
following:  repairs to any  portion  of the  Premises  or the  Office  Building;
interruption in the use of the Premises,  and accident or damage  resulting from
the use or  operation  (by  Landlord,  Tenant or any other person or persons) of
elevators,  or of the  heating,  cooling,  electrical  or plumbing  equipment or
apparatus;  the  termination  of this Lease by reason of the  destruction of the
Premises  or  the  Office  Building;  any  fire,  robbery,   theft,   mysterious
disappearance and/or any other casualty; the actions of any other tenants of the
Office  Building or of any other person or persons;  and any leakage in any part
or portion of the  Premises or the Office  Building,  or from  drains,  pipes or
plumbing  fixtures  in the Office  Building.  Any goods,  property  or  personal
effects stored or placed by the Tenant or its employees in or about the Premises
or Office  Building  shall be at the sole risk of the Tenant,  and the  Landlord
shall not in any manner be held responsible therefore. It is understood that the
employees of the Landlord are  prohibited  from  receiving any packages or other
articles  delivered to the Office Building for Tenant,  and if any such employee
receives  any such  package or articles,  such  employee  shall be acting as the
agent of the  Tenant  for such  purposes  and not as the agent of the  Landlord.
Notwithstanding  the foregoing  provisions of this Section 15.1. Landlord  shall
not be released from  liability to Tenant for any damage or injury caused by the
gross negligence or willful  misconduct of Landlord or its employees;  provided,
however,  in no event shall Landlord have any liability to Tenant for any claims
based on the interruption of or loss to Tenant's business.

         15.2 Tenant hereby agrees to indemnify and hold Landlord  harmless from
and against all costs,  damages,  claims,  liabilities  and expenses  (including
attorney's  fees)  suffered  by  or  claimed  against   Landlord,   directly  or
indirectly,  based on,  arising out of or resulting  from,  (i) Tenant's use and
occupancy of the Premises or the business conducted by Tenant therein,  (ii) any
act or omission by Tenant or its  employees,  agents or  invitees,  or (iii) any
breach or default by Tenant in the performance or observance of its covenants or
obligations under this Lease.

         15.3 In the event that at any time Landlord  shall sell or transfer the
Office Building, provided the purchaser or transferee assumes the obligations of
the Landlord hereunder,  the Landlord named herein shall not be liable to Tenant
for any  obligations  or  liabilities  based  on or  arising  out of  events  or
conditions occurring on or after the date of such sale or transfer. Furthermore,
Tenant agrees to attorn to any such  purchaser or transferee  upon all the terms
and conditions of this Lease.

         15.4 In the event that at any time during the Lease Term  Tenant  shall
have a claim against the Landlord. Tenant shall not have the right to deduct the
amount  allegedly owed to Tenant from any rent or other sums payable to Landlord
hereunder,  it being  understood  that Tenant's sole remedy for recovering  upon
such claims shall be to institute an independent action against Landlord.

         15.5 Tenant agrees that in the event Tenant is awarded a money judgment
against Landlord, Tenant's sole recourse for satisfaction of such judgment shall
be limited to execution against the interest of Landlord in the Office Building.
In no event  shall any other  assets of  Landlord  or any officer or director of
Landlord  or any  other  person  be held  to have  any  personal  liability  for
satisfaction of any claims or judgments that Tenant may have against Landlord.

                                   ARTICLE XVI
                                   -----------
                              RULES AND REGULATIONS
                              ---------------------

         16.1 Tenant and its agents, employees, invitees, licensees,  customers,
clients,  family  members,  guests and permitted  subtenants  shall at all times
abide by and observe the rules and regulations  attached hereto as Exhibit C. In
addition,  Tenant and its agents,  employees,  invitees,  licensees,  customers,
clients, family members, guests and

                                       58


<PAGE>

                                       14

permitted  subtenants  shall abide by and observe all other rules or regulations
that Landlord may reasonably  promulgate from time to time for the operation and
maintenance  of the Office  Building,  provided that notice  thereof is given to
Tenant and such rules and regulations are not  inconsistent  with the provisions
of this Lease.  Nothing  contained  in this Lease shall be construed as imposing
upon Landlord any duty or obligation to enforce such rules and  regulations,  or
the terms, conditions,  covenants  contained in any other lease,  as against any
other  tenant,  and Landlord  shall not be liable to Tenant for the violation of
such rules or regulations by any other tenant or its employees, agents, business
invitees, licensees,  customers, clients, family members or guests provided that
nothing contained herein shall be discriminatory against Tenant. If there is any
inconsistency  between  this  Lease and the Rules and  Regulations  set forth in
Exhibit C, this Lease shall govern.


                                  ARTICLE XVII
                                  ------------
                              DAMAGE OR DESTRUCTION
                              ---------------------

          17.1 If during the Lease Term. the Premises or the Office Building are
totally or partially damaged or destroyed from any cause,  thereby rendering the
Premises  totally or  substantially  inaccessible  or unusable,  Landlord  shall
diligently  (taking into account the time necessary to effectuate a satisfactory
settlement with any insurance  company involved) restore and repair the Premises
and the Office Building to  substantially  the same condition they were in prior
to such damage;  provided,  however, if the damage or destruction was not caused
by Tenant,  its  employees,  invitees,  licensees,  customers,  clients,  family
members,  guests or  permitted  subtenants  and if the repairs  and  restoration
cannot be completed within one hundred eighty (180) days after the occurrence of
such  damage or  destruction,  including  the time needed for removal of debris,
preparation of plans and issuance of all required governmental permits. Landlord
or Tenant shall have the right to terminate  this Lease by giving written notice
of  termination  to the  other  party  within  forty-five  (45)  days  after the
occurrence of such damage.  In the event the damage or destruction was caused by
Tenant, its employees, invitees, licensees,  customers, clients, family members,
guests or permitted  subtenants,  Landlord  shall  have the  right,  at its sole
option,  to terminate  this Lease by giving  written  notice of  termination  to
Tenant  within  forty-five  (45) days  after the  occurrence  of such  damage or
destruction. If this Lease is terminated pursuant to the preceding sentence, all
rent  payable  hereunder  shall  be  apportioned  and  paid  to the  date of the
occurrence of such damage.  If this Lease is not  terminated as a result of such
damage,  and provided  that such damage was not caused by the act or omission of
Tenant,  or any of its  employees,  agents,  licensees,  subtenants,  customers,
clients,  family  members or guests,  until the  repair and  restoration  of the
Premises is completed  Tenant shall be required to pay base rent and  additional
rent only for that part of the Premises that Tenant is able to use while repairs
are being made, based on the ratio that the amount of usable rentable area bears
to the total  rentable area in the Premises.  Landlord  shall bear the costs and
expenses of repairing and restoring the Premises,  except that if such damage or
destruction  was  caused  by  the  act  or  omission  of  Tenant,  or any of its
employees, agents, licensees, subtenants,  customers, clients, family members or
guests,  upon  written  demand from  Landlord,  Tenant shall pay to Landlord the
amount by which such costs and expenses exceed the insurance  proceeds,  if any,
received by Landlord on account of such damage or destruction.

          17.2 If Landlord  repairs  and  restores  the  Premises as provided in
Section  17.1,   Landlord  shall not be  required  to  repair  or  restore   any
decorations,  alterations or improvements to the Premises  previously made by or
at the expense of the Tenant or any trade  figures,  furnishings,  equipment  or
personal property belonging to Tenant. It shall be Tenant's sole  responsibility
to repair and restore all such items.

         17.3 Notwithstanding  anything to the contrary contained herein, if the
Office  Building is damaged or  destroyed  from any cause to such an extent that
the costs of repairing  and  restoring  the Office  Building  would exceed fifty
percent (50%) of the replacement  value of the Office  Building,  whether or not
the Premises are damaged or  destroyed,  Landlord or Tenant shall have the right
to  terminate  this Lease by written  notice to the other  party,  provided  the
leases of all other  tenants in the Office  Building are  similarly  terminated.
This right of termination shall be in addition to any other right of termination
provided in this Lease.

                                       59


<PAGE>

                                       15

                                 ARTICLE XVIII
                                 -------------
                                  CONDEMNATION
                                  ------------

         18.1 If the whole or a substantial part (as hereinafter defined) of the
Premises,  or the use or occupancy of the Premises,  shall be taken or condemned
by  any  governmental  or   quasi-governmental   authority  for  any  public  or
quasi-public  use or purpose  (including a sale  thereof  under threat of such a
taking), then this Lease shall terminate on the date title thereto vests in such
governmental or quasi-governmental authority, and all rent payable hereunder
shall be apportioned as of such date. If less than a substantial part of the
Premises, or the use or occupancy  thereof,  is taken or condemned by any
governmental  or quasi-governmental  authority  for any  public or  quasi-public
use or  purpose (including  a sale  thereof  under  threat of such a taking),
this Lease  shall continue  in full  force  and  effect,  but the base  rent and
additional  rent thereafter  payable  hereunder shall be equitably  adjusted (on
the basis of the ratio of the number of square feet of rentable area taken to
the total  rentable area in the  Premises  prior to such a taking) as of the
date title vests in the governmental or quasi-governmental authority. For
purposes of this Section 18.1, a substantial  part of the Premises shall be
considered to have been taken if more than  one-third  (1/3) of the Premises is
rendered  unusable as a result of such taking.

         18.2 All awards,  damages and other compensation paid by the condemning
authority  on account of such taking or  condemnation  (or sale under  threat of
such a taking) shall belong to Landlord,  and Tenant hereby  assigns to Landlord
all rights to such awards,  damages and compensation.  Tenant agrees not to make
any claim  against the Landlord or the  condemning  authority for any portion of
such award or compensation attributable to damages to the Premises, the value of
the  unexpired  term of this Lease,  the loss of profits or goodwill,  leasehold
improvements or severance  damages.  Nothing  contained herein,  however,  shall
prevent Tenant from pursuing a separate  claim against the condemning  authority
for the value of  furnishings,  equipment  and trade  fixtures  installed in the
Premises at Tenant's  expense and for  relocation  expenses,  provided that such
claim  does not in any way  diminish  the award or  compensation  payable  to or
recoverable by Landlord in connection with such taking or condemnation.

                                   ARTICLE XIX
                                   -----------
                                DEFAULT BY TENANT
                                -----------------

         19.1 The occurrence of any of the following shall  constitute a default
by Tenant under this Lease:

           (a) If  Tenant  shall  fail to pay an  installment  of  base  rent or
               additional rent when due, or shall fail to pay when due any other
               payment required by this Lease within five (5) days of receipt of
               written notice from Landlord of such failure to pay.

           (b) If Tenant  shall  violate  or fail to  perform  any  other  term,
               condition,  covenant or  agreement to be performed or observed by
               Tenant under this Lease and such  violation or failure to perform
               is not  corrected  within  ten (10)  days of  receipt  of written
               notice from Landlord to cure such violation or failure to perform
               unless  Tenant has  commenced  and is proceeding to diligently to
               cure such  default so long as such  default  does not  negatively
               affect the Landlord,  the operation of the Office Building or any
               of the other tenants of the Office Building.

           (c) If Tenant shall abandon the Premises.

           (d) An Event of Bankruptcy as defined in Article 20.1.

          19.2 If Tenant shall be in default  under this Lease,  Landlord  shall
have the right,  at its sole option,  to terminate  this Lease.  With or without
terminating this Lease, Landlord may re-enter and take possession of the
Premises and the  provisions of this Article XIX shall  operate as a notice to
quit,  any other notice to quit or of Landlord's  intention to re-enter the
Premises  being hereby  expressly  waived.  If  necessary,   Landlord  may
proceed  to  recover possession of the Premises  under and by virtue of the laws
of the  Commonwealth of Virginia, or by such other proceedings, including
re-entry and possession, as may be  applicable.  If Landlord  elects to
terminate  this  Lease,  everything contained in this Lease on the part of
Landlord to be done and  performed  shall cease  without  prejudice,  however,
to the right of Landlord  to recover  from Tenant all rent and other sums
accrued up to the time of termination

                                       60


<PAGE>

                                       16

or recovery of possession by Landlord,  whichever is later.  Whether or not this
Lease is terminated by reason of Tenant's default,  the Premises may be relet by
Landlord  for such rent and upon such  terms as are not  unreasonable  under the
circumstances  and, if the full rental provided herein plus the costs,  expenses
and damages hereafter described shall not be realized by Landlord,  Tenant shall
be liable for all damages sustained by Landlord,  including, without limitation,
deficiency  in base  rent  and  additional  rent,  reasonable  attorney's  fees,
brokerage  fees, and the expenses of placing the Premises in rentable  condition
similar to the  condition of the Premises on the Lease  Commencement  Date.  Any
damages or loss of rent  sustained by Landlord may be recovered by Landlord,  at
Landlord's  option, at the time of the reletting,  or in separate actions,  from
time to time, as said damage shall have been made more easily  ascertainable  by
successive  relettings,  or, at  Landlord's  option,  may be deferred  until the
expiration of the Lease Term, in which event Tenant hereby agrees that the cause
of action shall not be deemed to have accrued  until the date of  expiration  of
the Lease  Term.  The  provisions  contained  in this  Section  19.2 shall be in
addition to, and shall not prevent the  enforcement  of, any claim  Landlord may
have against Tenant for anticipatory breach of this Lease.


         19.3 All  rights  and  remedies  of  Landlord  set forth  herein are in
addition to all other  rights and  remedies  available  to Landlord at law or in
equity.  All rights and remedies available to Landlord hereunder or at law or in
equity are expressly declared to be cumulative.  The exercise by Landlord of any
such right or remedy shall not prevent the concurrent or subsequent  exercise of
any other right or remedy.  No delay in the  enforcement or exercise of any such
right or remedy shall  constitute a waiver of any default by Tenant hereunder or
of any of Landlord's rights or remedies in connection therewith.  Landlord shall
not be deemed to have waived any default by Tenant  hereunder unless such waiver
is set forth in a written  instrument signed by Landlord.  If Landlord waives in
writing any default by Tenant, such waiver shall not be construed as a waiver of
any covenant,  condition,  or agreement set forth in this Lease except as to the
specific circumstances described in such written waiver.

          19.4 If Landlord  shall  institute  proceedings  against  Tenant and a
 compromise or settlement thereof shall be made, the same shall not constitute a
 waiver of the same or of any other  covenant,  condition or agreement set forth
 herein,  nor of any of  Landlord's  rights  hereunder.  Neither  the payment by
 Tenant of a lesser amount than the  installments of base rent,  additional rent
 or of any sums due hereunder nor any  endorsement  or statement on any check or
 letter accompanying a check for payment of rent or other sums payable hereunder
 shall be deemed an accord and satisfaction,  and Landlord may accept such check
 or payment without prejudice to Landlord's right to recover the balance of such
 rent or other sums or to pursue any other  remedy  available  to  Landlord.  No
 re-entry by Landlord,  and no acceptance by Landlord of keys from Tenant, shall
 be considered an acceptance of a surrender of this Lease.

          19.5 If Tenant  defaults  in the making of any payment or in the doing
of any act herein required to be made or done by Tenant,  then Landlord may, but
shall not be required to, make such  payment or do such act. If Landlord  elects
to make such payment or do such act, all costs and expenses incurred by Landlord
plus interest  thereon at the rate per annum which is two (2) percentage  points
higher than the rate of interest  announced  from time to time by NationsBank as
being its "prime  rate"  (hereandafter  referred  to as the  "NationsBank  Prime
Rate") from the date paid by Landlord to the date of payment  thereof by Tenant,
shall be immediately paid by Tenant to Landlord;  provided however, that nothing
contained herein shall be construed as permitting  Landlord to charge or receive
interest in excess of the maximum  legal rate then allowed by law. The taking of
such action by Landlord  shall not be  considered  as a cure of such  default by
Tenant or prevent Landlord from pursuing any remedy it is otherwise  entitled to
in connection with such default.

         19.6 If Tenant fails to make any payment of base rent or of  additional
rent on or before the date such payment is due and payable,  Tenant shall pay to
Landlord a late charge of five  percent (5%) of the amount of such  payment.  In
addition, in the event payment is not made within thirty (30) days and/or occurs
more than once in any twelve (12) month period, such payment shall bear interest
at the rate  per  annum  which  is two (2)  percentage  points  higher  than the
NationsBank  Prime  Rate from the date such  payment  became  due to the date of
payment thereof by Tenant;  provided,  however,  that nothing  contained  herein
shall be  construed  as  permitting  Landlord  to charge or receive  interest in
excess of the  maximum  legal  rate then  allowed by law.  Such late  charge and
interest shall  constitute  additional  rent due and payable  hereunder with the
next installment of base rent due hereunder.

          19.7 At any time after a default  by Tenant  hereunder,  and  Tenant's
failure to cure the default in accordance with Section 19.1,  Landlord may seize
and take possession of any and all personal property and equipment belonging to

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<PAGE>

                                       17

Tenant  which may be found in and upon the  Premises.  If Tenant fails to redeem
the  personal  property  and  equipment  so  seized by  payment  of all sums due
Landlord under and by virtue of this Lease, Landlord shall have the right, after
forty-five (45) days' written notice to Tenant,  to sell such personal  property
and  equipment  so  seized at public  or  private  sale and upon such  terms and
conditions  as to  Landlord  may appear  advantageous.  After the payment of all
proper charges  incident to such sale, the proceeds  thereof shall be applied to
the payment of any and all sums due to Landlord  pursuant to this Lease.  In the
event there shall be any surplus  remaining after the payment of all sums due to
Landlord, such surplus shall be paid over to Tenant.


                                   ARTICLE XX
                                   ----------
                                   BANKRUPTCY
                                   ----------

         20.1 The following shall be Events of Bankruptcy under this Lease:

          (a)Tenant's becoming insolvent, as that term is defined in Title 11 of
the United States Code (the "Bankruptcy  Code"), or under the insolvency laws of
any  state,  district,  commonwealth  or  territory  of the United  States  (the
"Insolvency Laws");

          (b) The  appointment  of a  receiver  or  custodian  for any or all of
Tenant's property or assets, or the institution of a foreclosure action upon any
of Tenant's real or personal property;

          (c) The filing of a  voluntary  petition under the  provisions  of the
Bankruptcy code or Insolvency Laws;

          (d) The filing of an involuntary petition against Tenant as the
subject debtor under the Bankruptcy Code or Insolvency  Laws,  which either,
(i) is not dismissed within thirty (30) days of filing,  or (ii) results in the
issuance of an order for relief against the debtor; or

          (e) Tenant's making or consenting to an assignment  for the benefit of
creditors or a common law composition of creditors.

          20.2(a) Upon occurrence of an Event of Bankruptcy, Landlord shall have
all rights and remedies  available to Landlord pursuant to Article XIX: provided
that while a case in which  Tenant is the subject  debtor  under the  Bankruptcy
Code is  pending  and only for so long as Tenant or its  Trustee  in  Bankruptcy
(hereinafter  referred to as "Trustee") is in compliance  with the provisions of
Sections 20.2(b), (c) and (d) below,  Landlord shall not exercise its rights and
remedies pursuant to Article XIX.

          (b) [n the event Tenant  becomes the subject  debtor in a case pending
under the Bankruptcy Code.  Landlord's right to terminate this Lease pursuant to
Section  20.2(a)  shall be  subject to the rights of Trustee to assume or assign
this  Lease.  Trustee  shall not have the right to assume or assign  this  Lease
unless  Trustee  promptly,  (i)  cures  all  defaults  under  this  Lease,  (ii)
compensates Landlord for monetary damages incurred as a result of such defaults,
and (iii)  provides  adequate  assurance  of future  performance  on the part of
Tenant as debtor in possession or on the part of the assignee tenant.

         (c) Landlord and Tenant hereby agree in advance that adequate assurance
of future performance,  as used in Section 20.2(b) above, shall mean that all of
the following  minimum  criteria must be met: (i) Tenant's gross receipts in the
ordinary  course of  business  during  the thirty  (30) day  period  immediately
preceding the initiation of the case under the Bankruptcy  Code must be at least
two (2) times greater than the next monthly  installment of annual base rent and
additional  rent due under  this  Lease;  (ii) Both the  average  and  median of
Tenant's  gross receipts in the ordinary  course of business  during the six (6)
month  period  immediately  preceding  the  initiation  of the  case  under  the
Bankruptcy  Code must be at least two (2) times  greater  than the next  monthly
installment of annual base rent and additional rent due under this Lease;  (iii)
Tenant  must  pay its  estimated  pro rata  share  of the  cost of all  services
provided by Landlord  (whether  directly or through  agents or  contractors  and
whether or not previously  included as part of the annual base rent), in advance
of the  performance or provision of such services;  (iv) Trustee must agree that
Tenant's  business  shall be  conducted  in a first  class  manner,  and that no
liquidating sales,  auctions, or other non-first class business operations shall
be  conducted  on the  premises;  (v)  Trustee  must  agree  that the use of the
Premises as stated in this Lease will

                                       62


<PAGE>

                                       18

remain  unchanged  and that no prohibited  use shall be permitted;  (vi) Trustee
must agree that the  assumption  or assignment of this Lease will not violate or
affect the rights of other  tenants in the Office  Building;  (vii) Trustee must
pay to Landlord at the time the next monthly  installment of annual base rent is
due under this Lease,  in addition to such  installment  of annual base rent, an
amount equal to the monthly installments of annual base rent and additional rent
due under this Lease for the next six months under this Lease, said amount to be
held by  Landlord  in escrow  until  either  Trustee or Tenant  defaults  in its
payment of rent or other obligations under this Lease (whereupon  Landlord shall
have the right to draw on such escrowed  funds) or until the  expiration of this
Lease  (whereupon the funds shall be returned to Trustee or Tenant);  and (viii)
Tenant  or  Trustee  must  agree  to pay to  Landlord  at any time  Landlord  is
authorized  to and does draw on the  escrow  account  the  amount  necessary  to
restore  such  escrow   account  to  the  original  level  required  by  Section
20.2(c)(vii).


         (d) In the event  Tenant  is unable  to,  (i) cure its  defaults,  (ii)
reimburse  the Landlord for its monetary  damages,  (iii) pay the rent due under
this Lease and all other  payments  required of Tenant  under this Lease on time
(or  within  five (5) days of the due  date)  or,  (iv)  meet the  criteria  and
obligations  imposed by Section 20.2(c) above.  Tenant agrees in advance that it
has not met its burden to prove adequate  assurance of future  performance,  and
this Lease may be  terminated  by Landlord in  accordance  with Section  20.2(a)
above.

                                   ARTICLE XXI
                                   -----------
                                  SUBORDINATION
                                  -------------

         21.1 This Lease is subject and  subordinate  to the lien of any and all
mortgages (which term "mortgages"  shall include both construction and permanent
financing  and shall include  deeds of trust and similar  security  instruments)
which  may now  encumber  the  Office  Building,  and to all  and any  renewals,
extensions,  modifications,  recastings or refinancing thereof. This Lease shall
also be subject and  subordinate to the lien of, (i) any new first mortgage that
hereafter  may  encumber  the  Office  Building,  and (ii) any  second or junior
mortgages that may hereafter  encumber the Office Building,  provided the holder
of the first  mortgage  consents  to such  subordination.  At any time after the
execution  of this  Lease,  the  holder of any  mortgage  to which this Lease is
subordinate  shall have the right to declare  this Lease to be  superior  to the
lien of such  mortgage and Tenant  agrees to execute all  documents  required by
such holder in confirmation thereof.

         21.2 In confirmation of the foregoing  subordination,  Tenant shall, at
Landlord's request, promptly execute any requisite or appropriate certificate or
other  document  within ten ( 10)  business  days of receipt of request.  In the
event Tenant fails to execute any such certificate or other document within said
ten (10) day period. Tenant hereby constitutes and appoints Landlord as Tenant's
attorney-in-fact  to execute any such  certificate  or other  document for or on
behalf of Tenant.  Tenant agrees that in the event any  proceedings  are brought
for the  foreclosure of any mortgage  encumbering  the Office  Building,  Tenant
shall attorn  to the purchaser at such foreclosure  sale, if requested to do so
by such purchaser, and shall recognize such purchaser as the Landlord under this
Lease,  and Tenant  waives the  provisions of any statute or rule of law, now or
hereafter  in  effect,  which may give or  purport  to give  Tenant any right to
terminate or otherwise adversely affect this Lease and the obligations of Tenant
hereunder  in the  event  any  such  foreclosure  proceeding  is  prosecuted  or
completed.

         21.3  Landlord  agrees to use  reasonable  efforts  to obtain  from the
current holder of the first  mortgage or deed of trust on the Office  Building a
Subordination,  Non-Disturbance  and  Attornment  Agreement on such  mortgagee's
standard form which  provides that, in the event of foreclosure or a transfer in
lieu thereof,  Tenant will not be disturbed in its possession so long as: (a) no
uncured  default  after the applicable grace period (if any) has occurred on the
part of Tenant  under this Lease,  and (b) Tenant  attorns to the  purchaser  or
transferee  as  landlord  under this  Lease,  in which  case this  Lease  shall,
notwithstanding  the  foreclosure or transfer in lieu thereof,  continue in full
force and  effect  upon and  subject  to all terms,  conditions,  covenants  and
agreements of this Lease.

                                  ARTICLE XXII
                                  ------------
                                  HOLDING OVER
                                  ------------

         22.1 In the event  that  Tenant  shall not  immediately  surrender  the
Premises on the date of the expiration of the Lease Term,  Tenant shall become a
Tenant by the month at a monthly rent equal to one and one-half (1.5) times the

                                       63


<PAGE>

                                       19

sum of the base rent and all additional  rent in effect during the last month of
the Lease Term.  Said monthly  tenancy shall commence on the first day following
the expiration of the Lease Term. As a monthly  tenant,  Tenant shall be subject
to all the terms,  conditions,  covenants and  agreements of this Lease.  Tenant
shall  give to  Landlord  at least  thirty  (30)  days'  written  notice  of any
intention  to quit the  Premises,  and Tenant  shall be  entitled to thirty (30)
days'  written  notice  to  quit  the  Premises,  unless  Tenant  is in  default
hereunder,  in which event  Tenant  shall not be entitled to any notice to quit,
the usual  thirty  (30) days'  notice to quit  being  hereby  expressly  waived.
Notwithstanding the foregoing provisions of this Section 22.1, in the event that
Tenant shall hold over after the  expiration of the Lease Term,  and if Landlord
shall desire to regain  possession of the Premises promptly at the expiration of
the Lease Term,  then at any time prior to  Landlord's  acceptance  of rent from
Tenant as a monthly tenant  hereunder,  Landlord,  at its option,  may forthwith
re-enter and take possession of the Premises  without  process,  or by any legal
process in force in the Commonwealth of Virginia.


                                  ARTICLE XXIII
                                  -------------
                              COVENANTS OF LANDLORD
                              ---------------------

         23.1  Landlord  covenants  that it has the right to make this Lease for
the  term  aforesaid,  and  that if  Tenant  shall  pay all  rent  when  due and
punctually perform ail the covenants,  terms,  conditions and agreements of this
Lease to be performed by Tenant,  Tenant shall,  during the term hereby created,
freely,  peaceably  and  quietly  occupy  and enjoy the full  possession  of the
Premises  without  molestation  or hindrance  by Landlord or any party  claiming
through or under  Landlord,  subject to the  provisions  of Section 23.2 hereof.
Tenant  acknowledges and agrees that its leasehold estate in and to the Premises
vests on the date this Lease is executed,  notwithstanding that the term of this
Lease will not commence until a future date.

         23.2 Landlord  hereby reserves to itself and its successors and assigns
the following  rights (all of which are hereby  consented to by Tenant):  (i) to
change  the  street  address  and/or  name of the  Office  Building  and/or  the
arrangement  and/or  location  of  entrances,   passageways,   doors,  doorways,
corridors,  elevators,  stairs,  toilets,  or other  public  parts of the Office
Building;  (ii) to erect, use and maintain pipes and conduits in and through the
Premises;  and (iii) to grant to  anyone  the  exclusive  right to  conduct  any
particular business or undertaking in the Office Building. Landlord may exercise
any or all of the  foregoing  rights  without  being  deemed  to be guilty of an
eviction,  actual or  constructive,  or a  disturbance  or  interruption  of the
business  of  Tenant  or  of  Tenant's  use  or   occupancy  of  the   Premises.
Notwithstanding anything to the contrary,  Landlord's rights shall not adversely
affect Tenant's access to the Office Building or the Premises.

         23.3 Landlord, at its cost, shall install fluorescent light fixtures as
provided in Exhibit B attached hereto and all  replacement  tubes for such light
fixtures; all other bulbs, tubes and lighting fixtures for the Premises shall be
provided and installed by Landlord at Tenant's cost and expense.

         23.4 Landlord shall warrant that, to the best of its actual  knowledge,
no  hazardous  substances  are  located  in,  or under the  Building;  provided,
however, that Landlord hereby advises Tenant, and Tenant hereby acknowledges
that water in the Building  may contain  lead at levels  which are not in
compliance with environmental  laws. Landlord agrees that it shall provide
bottled water to Tenant, its employees  and invitees,  until such time as the
lead in the drinking water of the Office  Building  water  coolers is returned
to levels which comply with environmental  laws. Tenant shall notify and advise
its agents,  employees, invitees,  licensees,  customers,  clients, family
members, guests and permitted subtenants  that the water in the sinks of the
common area  restrooms  is not in compliance with environmental laws and is not
for cooking or consumption.

                                  ARTICLE XXIV
                                  ------------
                               GENERAL PROVISIONS
                               ------------------

         24.1 Tenant acknowledges that neither Landlord nor any broker, agent or
employee of Landlord has made any  representations  or promises  with respect to
the Premises or the Office Building except as herein expressly set forth, and no
rights, privileges, easements or licenses are being acquired by Tenant except as
herein expressly set forth.

                                       64


<PAGE>

                                       20

         24.2  Nothing  contained in this Lease shall be construed as creating a
partnership or joint venture of or between Landlord and Tenant, or to create any
other  relationship  between the parties  hereto other than that of Landlord and
Tenant.


         24.3 Landlord recognizes Smithy Braedon and The Rome Group, Inc. as the
sole  brokers  procuring  this  Lease and shall  pay said  brokers a  commission
pursuant to a separate agreement between said brokers and Landlord. Landlord and
Tenant each represent and warrant to the other that,  except as provided  above,
neither  of them has  employed  or dealt  with any  broker,  agent or  finder in
carrying on the negotiations  relating to this Lease. Tenant shall indemnify and
hold  Landlord  harmless  from and against any claim or claims for  brokerage or
other commissions  asserted by any broker,  agent or finder engaged by Tenant or
with whom Tenant has dealt,  other than the brokers named in the first  sentence
of this Section 24.3.

         24.4 Tenant  agrees,  at any time and from time to time,  upon not less
than ten ( 10) business  days' prior  written  notice by  Landlord,  to execute,
acknowledge and deliver to Landlord a statement in writing,  (i) 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);  (ii)  stating the dates to which the rent and any
other charges hereunder have been paid by Tenant;  (iii) stating whether or not,
to the best  knowledge of Tenant,  Landlord is in default in the  performance of
any  covenant,  agreement  or  condition  contained  in this  Lease,  and if so,
specifying  the nature of such  default;  and (iv)  stating the address to which
notices to Tenant are to be sent. Any such statement  delivered by Tenant may be
relied  upon by any owner of the  Office  Building  or the land upon which it is
situated,  any  prospective  purchaser of the Office  Building or such land, any
mortgagee or  prospective  mortgagee  of the Office  Building or such land or of
Landlord's interest therein, or any prospective assignee of any such mortgagee.

         24.5 In the event that  Landlord  fails to comply with any provision of
this  Lease,  Tenant  shall  take no action of any kind to remedy  such  failure
unless and until Tenant has given both Landlord and the  then-current  holder of
the first deed of trust  secured by the Office  Building  written  notice of the
nature of such failure and a reasonable time in which to correct such failure.

         24.6 Landlord and Tenant each hereby waive trial by jury in any action,
proceeding  or  counterclaim  brought  by  either of them  against  the other in
connection  with any matter  arising  out of or in any way  connected  with this
Lease,  the  relationship  of Landlord  and Tenant  hereunder,  Tenant's  use or
occupancy of the Premises, and/or any claim of injury or damage.

         24.7 All notices or other communications required hereunder shall be in
writing  and shall be deemed duly given if  delivered  in person  (with  receipt
therefor), or if sent by certified or registered mail, return receipt requested,
postage  prepaid,  to the  following  addresses:  (i) if to Landlord at 1519 Old
Bridge Road, Suite 101,  Woodbridge,  Virginia 22192 or at such other address as
may be communicated to Tenant in writing by any assignee of Landlord, (ii) if to
Tenant,  at the  Premises,  except  that prior to the Lease  Commencement  Date,
notices to Tenant shall be sent to such address as Tenant  shall  designate  and
inform  Landlord.  Either party may change its address for the giving of notices
given in accordance with this Section.

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

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

         24.10 The  provisions  of this Lease shall be binding  upon,  and shall
inure to the  benefit  of,  the  parties  hereto  and  each of their  respective
representatives,  successors  and  assigns,  subject  to the  provisions  hereof
restricting assignment or subletting by Tenant.

                                       65


<PAGE>

                                       21

         24.11 This Lease  contains  and  embodies  the entire  agreement of the
parties hereto and supersedes all prior agreements, negotiations and discussions
between the parties hereto.  Any representations,  inducement or agreement  that
is not  contained in this Lease shall not be of any force or effect.  This Lease
may not be modified  or changed in whole or in part in any manner  other than by
an instrument in writing duly signed by both parties hereto.


         24.12 This Lease shall be governed by and construed in accordance  with
the laws of the Commonwealth of Virginia.

         24.13 Article and section  headings are used herein for the convenience
of reference and shall not be considered when  construing or  interpreting  this
Lease.

         24.14 The  submission  of any unsigned  copy of this document to Tenant
for Tenant's consideration does not constitute an offer to lease the Premises or
an option to or for the  Premises.  This  document  shall become  effective  and
binding only upon the  execution and delivery of this Lease by both Landlord and
Tenant.

         24.15 Time is of the essence of each provision of this Lease.

         24.16 This Lease is being  executed in multiple  counterparts,  each of
which shall be deemed an original and ail of which together shall constitute one
and the same document.

         24.17 This Lease shall not be recorded, except that upon the request of
either  party,  the parties agree to execute,  in recordable  form, a short-form
memorandum of this Lease, provided that such memorandum shall not contain any of
the specific  rental terms set forth herein.  Such memorandum may be recorded in
the land  records  of  Fairfax  County,  Virginia  and the party  desiring  such
recordation shall pay all recordation costs.

         24.18 The  rentable  area in the Office  Building  and in the  Premises
shall be  determined in accordance  with the 1989  Washington  Board of Realtors
Standard Floor Area Measure.

         24.19  This  Lease  includes  twenty-one  (21)  pages and  incorporates
Exhibits A, B and C attached hereto.

         24.20  Joan P.  Cahill.  Executive  Vice  President  of  Landlord  is a
licensed Virginia Real Estate Broker with the firm of Aeromaritime  Company Real
Estate, Ltd., T/A ACRE, Ltd.

         IN WITNESS WHEREOF.  Landlord and Tenant have executed this Lease on or
as of the day and year first above written.

ATTEST:                                   LANDLORD:
                                          Aeromaritime Investment Company

/s/ James B. Parker                         /s/ Joan P. Cahill
___________________________            By:  _______________________________
                                            Joan P. Cahill
                                       Its: Executive Vice President


ATTEST:                                   TENANT:
                                          Information Analysis, Inc.

/s/ Eugene Blackwell                         /s/ Richard S. DeRose
___________________________            By:  _______________________________

                                             Executive Vice President
                                       Its: _______________________________


                                       66

<PAGE>

                         EXHIBIT A TO THE LEASE BETWEEN
         INFORMATION ANALYSIS, INC. and AEROMARITIME INVESTMENT COMPANY

                                  THE PREMISES

                             PART A OF THE PREMISES

                             <GRAPHIC APPEARS HERE>




                                  PAGE 1 OF 2


                                       67

<PAGE>


                             PART B OF THE PREMISES




                             <GRAPHIC APPEARS HERE>



                                  PAGE 2 OF 2


                                       68


<PAGE>



                         EXHIBIT B TO THE LEASE BETWEEN
                           INFORMATION ANALYSIS, INC.
                                       AND
                         AEROMARITIME INVESTMENT COMPANY

                               TENANT IMPROVEMENTS

                             PART A OF THE PREMISES
                             ----------------------

         1) Landlord,  at Landlord's sole cost and expense,  shall:  (i) provide
all  architectural,  engineering  and  working  drawings  and  building  permits
required to complete the tenant  improvements  for Part A of the Premises as set
forth in this Exhibit B and Exhibit B-1 attached hereto,  and (ii) construct the
tenant improvements pursuant to the plan (hereinafter referred to as the "Part A
Plan")  dated  December  6, 1996  prepared  by JCA  Architects  and  approved on
December 10, 1996 by Richard S. DeRose,  Executive Vice President of Information
Analysis,  Inc. and in accordance  with all applicable  building and fire codes,
utilizing the following finishes:

A)  Drywall  partitioning  pursuant  to Exhibit  B-1. All walls to receive  two
    coats of paint in Tenant's  choice of color from  Building  standard  colors
    with one color to be used throughout.

B)  One oak veneer, solid core double suite entry door and two oak veneer, solid
    core single suite entry doors

C)  Solid core,  hardboard interior doors with metal jambs and Building standard
    hardware. Doors and jambs will be painted to match wall color.

D)  Philadelphia  Impact  III  Carpet,  30 ounce  weight  throughout  (except in
    galleys  and  shower  area),  in  Tenant's  choice  of color  from  standard
    available colors. Reception Area and Conference Room #1  to receive a carpet
    border in Philadelphia Impact III Carpet around the perimeter of each area.

E)  Galley 1 and 2 to receive  Armstrong  vinyl tile in Tenant's choice of color
    from Building standard colors.

F)  Shower area to receive white ceramic tile.

G)  4" vinyl cove base  throughout  in  Tenant's  choice of color from  Building
    standard colors.

H)  Ceilings  will  be  finished  with  Building  standard  2'  x  2'  suspended
    acoustical tile.

I)  Horizontal thin line venetian  blinds as presently  installed at all windows
    except sliding glass doors.

J)  All areas (except  Reception Area and Conference Room #1) to receive 2' x 4'
    fluorescent  ceiling light  fixtures.  Reception Area to receive six 2' x 4'
    parabolic  light  fixtures and four  directional  high-hat  light  fixtures.
    Conference Room #1 to receive six 2' x 4' parabolic light fixtures and eight
    directional high-hat light fixtures.

K)  All areas to receive  reasonable  electrical  outlets,  light  switches  and
    telephone/data  outlets  as set forth in Part A Plan.  In the  event  Tenant
    decides to utilize systems furniture,  Tenant agrees that Landlord shall not
    be  responsible  for obtaining any required  permits from Fairfax County for
    the installation of Tenant's  systems  furniture.  Tenant,  at Tenant's sole
    expense, shall obtain any such required permits.  Tenant's failure to obtain
    any such required permits shall not delay the Lease Commencement Date.

L)  One roof mounted  supplemental  air-conditioning  unit to serve the Computer
    Room.

M)  Galley 1 and 2 will to receive Merillat  Homestead Oak cabinets,  a laminate
    countertop in Tenant's  choice of color from  Building  standard  colors,  a
    stainless  steel sink and faucet.  Galley 1 to receive  1/2" cold water line
    with backflow preventer to ice maker of Tenant provided refrigerator. Tenant
    to provide an undercounter refrigerator in Galley 2.

N)  Workroom to receive a 30" deep countertop  along south wall with two shelves
    above.

O)  Shower area to receive one handicapped accessible shower and lavatory.

                             PART B OF THE PREMISES
                             ----------------------

2) Landlord shall provide a tenant improvement allowance of $15.00  per rentable
square of space leased in Part B of the Premises with which Landlord shall:  (i)
provide all architectural, engineering and working drawings and building permits
to complete the tenant  improvements  for Part B of the Premises as set forth in
this Exhibit B and Exhibit B-2 attached  hereto,  and (ii)  construct the tenant
improvements pursuant to the plan (hereinafter referred to

                                       69


<PAGE>

as the "Part B Plan") dated  December 11, 1996  prepared by JCA  Architects  and
approved on December 16, 1996 by Richard S. DeRose.  Executive Vice President of
Information  Analysis,  Inc. and in accordance with all applicable  building and
fire codes, utilizing the following finishes:

A)  Drywall partitioning pursuant to Exhibit B-2. All walls to receive two coats
    of paint in Tenant's choice of color from Building  standard colors with one
    color to be used throughout.

B)  Two oak veneer, solid core single suite entry doors.

C)  Solid core,  hardboard interior doors with metal jambs and Building standard
    hardware. Doors and jambs will be painted to match wall color.

D)  Philadelphia Volunteer 20 loop carpet, 20 ounce weight throughout (except in
    the kitchen) in Tenant's choice of color from standard available colors.

E)  Kitchen to receive  Armstrong  vinyl tile in  Tenant's  choice of color from
    Building  standard  colors.

F)  4" vinyl cove base  throughout  in  Tenant's  choice of color from  Building
    standard colors.

G)  Ceilings  will  be  finished  with  Building  standard  2'  x  2'  suspended
    acoustical tile.

H)  Horizontal thin line venetian blinds as presently installed at all windows.

I)  2' x 4'  fluorescent  ceiling  light  fixtures,  electrical  outlets,  light
    switches and telephone/ date outlets as set forth in Part B Plan.

J)  Kitchen to receive Merillat Homestead Oak cabinets, a laminate countertop in
    Tenant's choice of color from Building  standard  colors,  a stainless steel
    sink and faucet. Tenant to provide an undercounter refrigerator.

K)  Demo Room to receive  two 6' x 4' windows  inset into the wall  pursuant  to
    Exhibit B-2.

Tenant hereby  acknowledges and agrees that the cost of the tenant  improvements
set  forth in  Exhibit  B for Part B of the  Premises  exceeds  the  $15.00  per
rentable square foot allowance provided by Landlord. Tenant hereby agrees to pay
Landlord in full within five days of receipt of an invoice for the total  amount
by which the tenant improvements  exceed the $15.00 allowance.  It is presently
estimated that the excess to be paid by Tenant is approximately $5,000.00,
however the amount may exceed or be less than that amount.  Tenant's failure  to
make  timely  payment  to  Landlord  for the  excess  cost  shall be considered
a default as the term is defined in the Lease.

3) For purposes of this Lease,  a Tenant delay shall mean any delay which causes
a delay in the substantial  completion of Landlord's work and/or the issuance of
a  Certificate  of Occupancy  for the Premises  which are a result of any of the
following:

         a) Changes in or modifications to the architectural  drawings which are
requested  by Tenant.

         b)  Changes in or  modifications  to the  engineering  or working
drawings which are requested by Tenant.

         c) Tenant's failure to provide information  and finish  and/or color
selections  as requested by Landlord.

         d) Tenant's  request for work,  materials or finishes  outside the
scope of work in Paragraph  1 of  this  Exhibit  B.

         e) The  performance  by a  person,  firm  or corporation  employed or
engaged by Tenant with  Landlord's  written consent and the completion of work
by such persons, firms or corporations, or any delay such persons, firms or
corporations cause in the work on the Premises being performed by the Office
Building general  contractor,  its subcontractors and materialsmen or employees
of Landlord.

4) In the event of any Tenant delay which  delays the issuance of a  Certificate
of Occupancy  for the Premises,  Landlord  shall be entitled to: i) schedule the
Lease  Commencement Date for the date on which the Lease Commencement Date would
otherwise  have  occurred  but for such  Tenant  delay or,  ii) extend the Lease
Commencement Date to a later date in which event Tenant shall pay to Landlord on
such extended Lease  Commencement Date per diem liquidated  damages for each day
of delay equal to the per diem rent as specified in Article III,  Section 3.1 of
the Lease.

                                       70


<PAGE>

                                  EXHIBIT B-1

                             PART A OF THE PREMISES




                             <GRAPHIC APPEARS HERE>




                                       71



<PAGE>


                                  EXHIBIT B-2

                             PART B OF THE PREMISES





                             <GRAPHIC APPEARS HERE>




                                       72

<PAGE>

                         EXHIBIT C TO THE LEASE BETWEEN

                           INFORMATION ANALYSIS, INC.
                                       and
                         AEROMARITIME INVESTMENT COMPANY

                              RULES AND REGULATIONS

1) The sidewalks, halls, passages, exits, entrances, lobbies, elevators, and
stairways of the Office Building shall not be obstructed by any of the tenants
or used by them for any purpose other than for ingress to and egress from their
respective premises. The halls, passages, exits, entrances, lobbies, elevators
and stairways are not for the general public and Landlord shall in all cases
retain the right to control and prevent access thereto of all persons whose
presence the judgment of Landlord would be prejudicial to the safety, character,
reputation and interest of the Office Building and its tenants, provided that
nothing herein contained shall be construed to prevent such access to persons
with whom any tenant normally deals in the ordinary course of its business,
unless such persons are engaged in illegal activities. No tenant and no employee
or invitee of any tenant shall go upon the roof of the Office Building. Landlord
shall have the right at any time without incurring any liability to Tenant
therefor to change the arrangement and/or location of entrances of passageways,
doors or doorways, corridors, toilets or other common areas of the Office
Building, provided such does not adversely effect Tenant's business.

2) No sign, placard, picture, name, advertisement or notice visible from the
exterior of any tenant's premises shall be inscribed, painted, affixed or
otherwise displayed by any tenant on any part of the Office Building without the
prior written consent of Landlord. All approved signs or lettering on doors
shall be printed, painted, affixed or inscribed at the expense of Landlord by a
person approved by Landlord. Material visible from outside the Office Building
will not be permitted. Landlord to provide building standard signage for suite
entry door at Landlord's sole cost.

3) The Premises shall not be used for the storage of merchandise held for sale
to the general public or for lodging. No cooking shall be done or permitted on
the Premises except by private use by Tenant of Underwriter's Laboratory
approved equipment, including microwave oven, for brewing coffee, tea, hot
chocolate and similar beverages provided that such use is in accordance with all
applicable Federal, state and municipal laws, codes, ordinances, rules and
regulations.

4) No tenant shall employ any person or persons other that the janitor of
Landlord for the purpose of cleaning its premises unless otherwise agreed to by
Landlord in writing. Except with the written consent of Landlord, no person or
persons other than those approved by Landlord shall be permitted to enter the
Office Building for the purpose of cleaning the same. No tenant shall cause any
unnecessary labor by reason of such tenant's carelessness or indifference in the
preservation of good order and cleanliness. Landlord shall not be responsible to
any tenant for any loss of property on its premises, however occurring, or for
any damage done to the effects of any tenant by the janitor or any other
employee or any other person.

5) Landlord has entered into an agreement with Honeywell for the furnishing of a
key type access system to the Office Building. Tenant will be provided with one
(1) key type access card for each 600 square feet of rentable area in the
Premises at Landlord's expense. Any additional access cards requested by Tenant
shall be at Tenant's expense. These access cards permit entry in the Office
Building lobby. Landlord has also agreed with Honeywell to provide each tenant
with a keyswitch tenant entry system. Tenant may upgrade, at Tenant's own
expense, this individual system with Landlord's prior written approval only.
Landlord accepts no liability whatsoever for delays in installation of the
equipment, or for interruption of service due to strikes, riots, floods, fires,
acts of God, or any causes beyond its control. Tenant agrees to indemnify and
hold harmless Landlord, Honeywell its successors and assigns, from any loss,
cost or expense on account of any claims for damages by any person arising out
of or in connection with the operation or non-operation of the system. Tenant
understands that Honeywell is not an insurer; Tenant shall provide its own
contents insurance. Tenant acknowledges that neither Landlord nor Honeywell make
any guarantee or warranty including any implied warranty of merchantability or
fitness that the system supplied will

                                       73


<PAGE>



 avert or prevent occurrences or consequences therefrom which this system is
 designed to divert or detect. Tenant agrees to supply Landlord and Honeywell a
 current list of employees and will immediately notify same of any changes. No
 tenant shall alter any portion of the entry system on any door of its premises.
 Each tenant, upon the termination of its lease, shall deliver to Landlord all
 key type access cards to doors in the Office Building.


6) Landlord shall designate appropriate entrances and a service elevator for
deliveries or other movement to or from the Premises of equipment, materials,
supplies, furniture or other property, and Tenant shall not use any other
entrances or elevators for such purposes. The service elevator shall be
available for use by all tenants in the Office Building, subject to such
reasonable scheduling as Landlord in its discretion shall deem appropriate. All
persons employed and means or methods used to move equipment, materials,
supplies, furniture or other property in or out of the Office Building must be
approved by Landlord prior to any such movement. Landlord shall have the right
to prescribe the maximum weight, size and position of all equipment, materials,
furniture or other property brought into the Office Building. Heavy objects
shall, if considered necessary by Landlord, stand on a platform of such
thickness as is necessary to properly distribute the weight. Landlord will not
be responsible for loss or damage to any such property from any cause, and all
damage done to the Office Building by moving or maintaining such property shall
be repaired at the expense of the Tenant.

7) No tenant shall use or keep in its premises or the Office Building any
kerosene, gasoline or inflammable or combustible fluid or material other than
limited quantities thereof reasonably necessary for the operation or maintenance
of office equipment. No tenant shall use any method of heating or air
conditioning other than that supplied by Landlord. No tenant shall use or keep
or permit to be used or kept any foul or noxious gas or substance in its
premises, or permit or suffer its premises to be occupied of use in a manner
offensive or objectionable to Landlord or other occupants of the Office Building
by reason of noise, odors or vibrations, or interfere in any way with other
tenants or those having business in the Office Building, nor shall any animals
or birds be brought into or kept in its premises or the Office Building.

8) Landlord shall have the right, exercisable without notice and without
liability to any tenant, to change the name or street address of the Office
Building, so long as such change is initiated by Fairfax County or any other
governmental agency.

9) Landlord establishes the hours 8:00 AM to 6:00 PM of each weekday and 9:00 AM
to 1:00 PM on Saturday as reasonable and usual business hours. If Tenant
requests electricity or heat or air-conditioning during any hours other that
those stated and if Landlord is able to provide the same, Tenant shall pay
Landlord such charges as Landlord shall establish from time to time for
providing such services during such hours. Any such charges which Tenant is
obligated to pay shall be deemed to be additional rent under the Lease.

10) Landlord reserves the right to exclude from the Office Building between the
hours of 6:00 PM and 8:00 AM and at all hours on Sundays and legal holidays all
persons who do not present identification acceptable to Landlord. Tenant shall
be liable to Landlord for all acts of any persons authorized by Tenant to enter
the Premises. Landlord shall in no case be liable for damages for any error with
regards to the admission to or exclusion from the Office Building of any
person. In the case of invasion, mob, riot, public excitement or other
circumstances rendering such action advisable in Landlord's opinion, Landlord
reserves the right to prevent access to the Office Building during the
continuance of the same by such action as Landlord may deem appropriate,
including closing doors.

11) A directory of the Office Building will be provided for the display of the
name and location of the tenants at the expense of Landlord. Landlord reserves
the right to restrict the amount of directory space utilized by any tenant.

12) No curtains, draperies, blinds (except building standard blinds), shutters,
shades, screens or other coverings, hangings or decorations shall be attached
to, hung or placed in, or used in connection with any window of the Office
Building without the prior written consent of Landlord which consent shall not
be unreasonably withheld, conditioned or delayed. In any event, with the prior
consent of Landlord, such items shall be installed on the office side of
Landlord's standard window covering and shall in no way be visible from the
exterior of the Office Building. Tenant shall use due diligence to keep window
coverings closed when the effect of sunlight (or lack thereof) would impose
unnecessary loads on the Office Building's heating or air-conditioning systems.

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13) No tenant shall obtain for use in its premises ice, drinking water, food.
beverage, towel or other similar services, except at such reasonable hours and
under such reasonable regulations as may be fixed by Landlord.


14) Each tenant shall use due diligence to ensure that the doors of its premises
are closed and locked and that all water faucets, water apparatus and utilities
are shut off before Tenant or Tenant's employees leave the Premises so as to
prevent waste or damage, and for any default or carelessness in this regard,
Tenant shall make good all injuries sustained by other tenants or occupants of
the Office Building or Landlord. On multiple-tenancy floors, all tenants
shall keep the doors to the Office Building corridors closed at all times except
for ingress and egress.

15) The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not
be used for any purpose other than for which they were constructed, no foreign
substance of any kind whatsoever shall be thrown therein and the expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by the tenant who, or whose employees or invitees, shall have caused it.

16) Except with the prior written consent of Landlord, no tenant shall sell
retail newspapers, magazines, periodicals, theater or travel tickets or any
other goods or merchandise to the general public in or on its premises, nor
shall any tenant carry on or permit or allow any employee or other person to
carry on the business of stenography, typewriting, printing or photocopying or
any similar business in or from its premises for the service or accommodation of
occupants of any other portion of the Office Building, nor shall the premises of
any tenant be used for manufacturing of any kind, or any business or activity
other than that specifically provided for in such tenant's lease.

17) No tenant shall install any radio or television antenna, loudspeaker, or
other device on the roof or exterior walls of the Office Building without the
prior written consent of the Landlord which consent shall not be unreasonably
withheld. Landlord's consent shall be conditioned upon receipt from Tenant of
written specifications pertaining to the type of device to be installed and the
location of installation thereof. It shall not be unreasonable for Landlord to
withhold its consent if Landlord determines in its sole discretion that such
installation will negatively affect the Office Building and/or its tenants. No
television, radio or recorder shall be played in such a manner as to cause a
nuisance to any other tenant.

18) There shall not be used in any space, or in the public halls of the Office
Building, either by any tenant or others, any hand trucks except those equipped
with rubber tires and side guards or such other material handling equipment as
Landlord may approve. No other vehicles of any kind shall be brought by any
tenant into the Office Building or kept in or about its premises.

19) Each tenant shall store all its trash and garbage within its premises. No
material shall be placed in the trash boxes or receptacle if such material is of
such nature that it may not be disposed of in the ordinary and customary manner
of removing and disposing of Office Building trash and garbage in Fairfax County
without being in violation of any law or ordinance governing such disposal. All
garbage and refuse disposal shall be made only through entry ways and elevators
provided for such purposes and at such times as Landlord shall designate.

20) Tenants shall not do, or permit anything to be done in or about the Office
Building, or bring or keep anything therein, that will in any way increase the
rate of fire or other insurance on the Office Building, or on property kept
therein, or obstruct or interfere with the rights of, or otherwise injure or
annoy, other tenants, or do anything in conflict with the valid pertinent laws,
rules or regulations of any governmental authority.

21) Canvassing, soliciting, distribution of handbills or any other written
material and peddling in the Office Building are prohibited, and each tenant
shall cooperate to prevent the same.

22) The non standard building requirements of tenants will be attended to only
upon application in writing at the office of the Office Building. Employees of
Landlord shall not perform any work or do anything outside of their regular
duties unless under special instructions from Landlord.

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23) Landlord may waive any one or more of these Rules and Regulations for the
benefit of any particular tenant or tenants, but no such waiver by Landlord
shall be construed as a waiver of such Rules and Regulations in favor of any
other tenant or tenants, or prevent Landlord from thereafter enforcing any such
Rules and Regulations against any or all of the tenants of the Office Building.


24) These Rules and Regulations are in addition to, and shall not be construed
to in any way modify or amend, in whole or in part, the agreements, covenants,
conditions and provisions of any lease of premises in the Office Building.

25) Landlord reserves the right to make such other reasonable rules and
regulations as in its judgment may from time to time be needed for the safety,
care and cleanliness of the Office Building and for the preservation of good
order therein.

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                                  ADDENDUM # 1


                           LEASE COMMENCEMENT ADDENDUM

                                 LEASE AGREEMENT

                           FAIR CENTER OFFICE BUILDING

                                FAIRFAX, VIRGINIA

THE FOLLOWING SPECIAL PROVISIONS are attached to and hereby made a part of the
Lease Agreement dated December 20, 1996 between Aeromaritime Investment Company
(hereinafter referred to as "Landlord") and Information Analysis, Inc.
(hereinafter referred to as "Tenant"), for space in the Fair Center Office
Building located at 11240 Waples Mill Road, Fairfax, Virginia:

   1) In accordance with Article II, Section 2.3 of the Lease, Landlord and
Tenant hereby establish February 28, 1997 as the Lease Commencement Date for the
Premises. Landlord and Tenant further hereby agree that the Lease Term will
expire on February 29, 2004.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Addendum #1 to Lease
on this 3rd day of March, 1997.

  ATTEST:                                    LANDLORD:
                                             Aeromaritime Investment Company


 /s/ Sally Tran                              By /s/ Joan P. Cahill
                                             Its: Executive Vice President

 ATTEST:                                     TENANT:
                                             Information Analysis, Inc.


/s/ Sally Tran                                By /s/ Richard S. DeRose
                                              Richard S. DeRose
                                              Its: Executive Vice President


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