<PAGE>
Exhibit 10.11

                             OFFICE LEASE AGREEMENT
                                 BY AND BETWEEN

                           APA PROPERTIES NO. 1, L.P.,
                         A Delaware limited partnership
                                       AND
                                   SYTEL, INC.
                              DULLES GATEWAY CENTER

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
ARTICLE I DEFINITIONS .....................................................    1
ARTICLE II PREMISES .......................................................    2
ARTICLE III TERM ..........................................................    2
ARTICLE IV BASE RENT ......................................................    3
ARTICLE V INCREASES IN OPERATING CHARGES AND REAL ESTATE TAXES ............    4
ARTICLE VI USE OF PREMISES ................................................    6
ARTICLE VII ASSIGNMENT AND SUBLETTING .....................................    9
ARTICLE VIII MAINTENANCE AND REPAIRS ......................................   11
ARTICLE IX ALTERATIONS ....................................................   12
ARTICLE X SIGNS ...........................................................   13
ARTICLE XI SECURITY DEPOSIT ...............................................   14
ARTICLE XII INSPECTION ....................................................   14
ARTICLE XIII INSURANCE ....................................................   14
ARTICLE XIV SERVICES AND UTILITIES ........................................   16
ARTICLE XV LIABILITY OF LANDLORD ..........................................   16
ARTICLE XVI RULES .........................................................   18
ARTICLE XVII DAMAGE OR DESTRUCTION ........................................   18
ARTICLE XVIII CONDEMNATION ................................................   19
ARTICLE XIX DEFAULT .......................................................   19
ARTICLE XX BANKRUPTCY .....................................................   22
ARTICLE XXI SUBORDINATION .................................................   23
ARTICLE XXII HOLDING OVER .................................................   23
ARTICLE XXIII COVENANTS OF LANDLORD .......................................   24
ARTICLE XXIV PARKING ......................................................   24
ARTICLE XXV GENERAL PROVISIONS ............................................   25
EXHIBIT A - Plan Showing Premises

EXHIBIT B - Work Agreement

EXHIBIT C - Rules

EXHIBIT D - Certificate Affirming Lease Terms
</TABLE>

<PAGE>

                             OFFICE LEASE AGREEMENT

THIS OFFICE LEASE AGREEMENT (this "Lease") is dated as of the 18 day of
February, 1999, by and between APA PROPERTIES NO. 1, L.P., a Delaware limited
partnership ("Landlord"), and SYTEL, INC., a Maryland corporation ("Tenant").

                                    ARTICLE I
                                   DEFINITIONS

     1.1 Building: a six (6) story building containing (or that will contain
upon completion thereof) approximately One Hundred Forty-Six Thousand (146,000)
square feet of total rentable area and located at 13921 Park Center Road,
Herndon, Virginia 20171 and the lot on which the Building is constructed (which
lot is also sometimes referred to herein as the "Land").

     1.2 Premises: approximately ten thousand nine hundred eighty-one (10,981)
square feet of rentable area located on the second (2nd) floor of the Building,
as more particularly designated on Exhibit A.

     1.3 Lease Term: eighty-four (84) full calendar months.

     1.4 [Intentionally Deleted.]

     1.5 Base Rent: two hundred fifty-eight thousand fifty-three dollars and
fifty cents ($258,053.50) for the first Lease Year (which amount is based on
twenty-three dollars and fifty cents ($23.50) per square foot of rentable area
in the Premises, and shall be adjusted as necessary if the first Lease Year
(determined in accordance with Section 3.4) is longer than twelve (12) full
calendar months).

     1.6 Rent Escalation Percentage: three percent (3%).

     1.7 Operating Charges Base Year: calendar year 1999.

     1.8 Real Estate Taxes Base Year: calendar year 1999.

     1.9 Tenant's Proportionate Share: 7.52% as of the date hereof (based on the
Premises containing ten thousand nine hundred eighty-one (10,981) square feet of
rentable area and the Building containing one hundred forty-six thousand
(146,000) square feet of rentable area, excluding storage and roof space,
however Tenant's Proportionate Share shall be adjusted in accordance with
Section 5.1 below).

     1.10 Security Deposit Amount: twenty-one thousand five hundred four dollars
and forty-six cents ($21,504.46), subject to the provisions of Article XI.

     1.11 Brokers): Cushman & Wakefield of Virginia, Inc. and Spaulding & Slye
Colliers International.

     1.12 Tenant Notice Address: 6430 Rockledge Drive, Suite 400, Bethesda,
Maryland 20817, Attn: Ms. Renee Williams, until Tenant has commenced beneficial
use of the Premises, and at the Premises, after Tenant has commenced beneficial
use of the Premises.

     1.13 Landlord Notice Address: c/o Peter Lawrence of Virginia, Inc.
("Agent"), 11440 Isaac Newton Square North, Suite 208, Reston, Virginia 20190,
Attn: General Manager.

     1.14 Building Hours: 8:00 a.m. to 6:00 p.m. on Monday through Friday
(excluding le-gal public holidays) and 9:00 a.m. to 1:00 p.m. on Saturday
(excluding legal public holidays), and such other hours, if any, as Landlord
from time to time determines.

     1.15 Guarantor(s): None.

                                   ARTICLE II
                                    PREMISES

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     2.1 Tenant leases the Premises from Landlord for the term and upon the
conditions and covenants set forth in this Lease. Tenant will have the
non-exclusive right to use the common and public areas of the Building. Except
as may otherwise be expressly provided in this Lease (including, but not limited
to Article XXIV), the lease of the Premises does not include the right to use
the roof, mechanical rooms, electrical closets, janitorial closets, telephone
rooms, parking areas or other non-common or non-public areas of the Building.

     2.2 [Intentionally Deleted.]

     2.3 At such time as Landlord's architect determines the exact number of
square feet of rentable area included in the Premises (using the method of
measurement set forth in Section 25.18 below), Landlord and Tenant shall confirm
such measurement on a certificate in the form of Exhibit D attached hereto.

                                   ARTICLE III
                                      TERM

     3.1 All of the provisions of this Lease shall be in full force and effect
from and after the date first above written. The Lease Term shall commence on
June 1, 1999 (the "Lease Commencement Date") and shall expire on May 31, 2006,
unless the Lease Term is sooner terminated in accordance with this Lease. The
Lease Term shall also include any properly exercised renewal or extension of the
term of this Lease.

     3.2 [Intentionally Deleted.]

     3.3 Landlord shall deliver the Premises to Tenant within three (3) business
days after the full execution of this Lease so that Tenant can commence
construction of the improvements; provided, however, that if Landlord does not
deliver possession of the Premises by such date, Landlord shall not have any
liability whatsoever, and this Lease shall not be rendered void or voidable, as
a result thereof, except that if the Premises are not delivered to Tenant within
such three (3) business day period, then the Lease Commencement Date shall be
extended on a day for day basis for each business day in the period commencing
on the day after such three (3) business day period and continuing through the
day preceding the date the Premises are delivered to Tenant.

     3.4 "Lease Year" shall mean a period of twelve (12) consecutive months
commencing on the Lease Commencement Date, and each successive twelve (12) month
period thereafter; provided, however, that if the Lease Commencement Date is not
the first day of a month, then the second Lease Year shall commence on the first
day of the month following the month in which the first anniversary of the Lease
Commencement Date occurs.

     3.5 Landlord hereby grants to Tenant the conditional right, exercisable at
Tenant's option, to renew the term of this Lease for one five (5) year term (the
"Renewal Term"). If exercised, and if the conditions applicable thereto have
been satisfied, the Renewal Term shall commence immediately following the end of
the initial Lease Term provided in Section 3.1 of this Lease. The right of
renewal herein granted to Tenant shall be subject to, and shall be exercised in
accordance with, the following terms and conditions:

          (a) Tenant shall exercise its right of renewal with respect to the
Renewal Term by giving Landlord written notice of such election not earlier than
fifteen (15) months nor later than twelve (12) months prior to the expiration of
the initial Lease Term. The parties shall have sixty (60) days after Landlord's
timely receipt of such notice in which to agree on the base rent, escalation
factor and additional rent which shall be payable during the Renewal Term. Among
the factors to be considered by the parties during such negotiations in
determining applicable market rent shall be the general office rental market in
Fairfax County, Virginia, the rental rates then being quoted by Landlord to
comparable tenants for comparable space in the Building, and the rents being
charged similar tenants for similar office space in multi-tenanted, multi-story,
first-class office buildings. In no event, however, shall Landlord be under any
obligation to agree to an applicable market rent, escalation factor or
additional rent for the Renewal Term which is less than the annual base rent,
escalation factor or additional rent in effect under this Lease during the Lease
Year immediately preceding the commencement of the Renewal Term. If during such
sixty (60) day period the parties agree on

<PAGE>

such base rent, escalation factor and additional rent payable during each year
of the Renewal Term, then they shall promptly execute an amendment to this Lease
stating the rent so agreed upon. If during such sixty (60) day period the
parties are unable, for any reason whatsoever, to agree on such base rent,
escalation factor and additional rent payable, then Tenant's rights with respect
to the Renewal Term shall lapse and be of no further force or effect.

          (b) If Tenant's renewal notice is not given timely, then Tenant's
right of renewal shall lapse and be of no further force or effect.

          (c) If Tenant is in default under this Lease on the date Tenant sends
a renewal notice or any time thereafter until the Renewal Term is to commence,
then, at Landlord's election, the Renewal Term shall not commence and the term
of this Lease shall expire at the expiration of the initial term of this Lease.

          (d) If at any time fifty percent (50%) or more of the square feet of
rentable area of the Premises has been subleased or assigned, or if this Lease
has been terminated with respect to any such portion, then Tenant's rights
pursuant to this Section shall lapse and be of no further force or effect.

          (e) Tenant's right of renewal under this Section may be exercised only
by Tenant and may not be exercised by any transferee, sublessee or assignee of
Tenant.

                                   ARTICLE IV
                                    BASE RENT

     4.1 From and after the Lease Commencement Date, Tenant shall pay the Base
Rent in equal monthly installments in advance on the first day of each month
during a Lease Year. On the first day of the second and each succeeding Lease
Year the Base Rent in effect shall be increased by the product of (a) the Rent
Escalation Percentage, multiplied by (b) the amount of the Base Rent payable
during the immediately preceding Lease Year.

     4.2 Concurrently with Tenant's execution of this Lease, Tenant shall pay an
amount equal to one (1) monthly installment of the Base Rent payable during the
first Lease Year, which amount shall be credited toward the monthly installment
of the Base Rent payable for the first full calendar month of the Lease Term. If
the Lease Commencement Date is not the first day of a month, then the Base Rent
from the Lease Commencement 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 the Base Rent payable during the first Lease Year,
and Tenant shall pay such prorated installment of the Base Rent on the Lease
Commencement Date.

     4.3 All sums payable by Tenant under this Lease, whether or not stated to
be Base Rent, additional rent or otherwise, shall be paid to Landlord in legal
tender of the United States, without setoff, deduction or demand (except as
otherwise permitted by this Lease), at the Land-lord Payment Address, or to such
other party or such other address as Landlord may designate in writing.
Landlord's acceptance of rent after it shall have become due and payable shall
not excuse a delay upon any subsequent occasion or constitute a waiver of any of
Landlord's rights hereunder. If any sum payable by Tenant under this Lease is
paid by check which is returned due to insufficient funds, stop payment order,
or otherwise, then: (a) such event shall be treated as a failure to pay such sum
when due; and (b) in addition to all other rights and remedies of Landlord
hereunder, Landlord shall be entitled (i) to impose a returned check charge of
Forty Dollars ($40.00) to cover Landlord's administrative expenses and overhead
for processing, and (ii) to require that all future payments be remitted by wire
transfer, money order, or cashier's or certified check.

                                    ARTICLE V
              INCREASES IN OPERATING CHARGES AND REAL ESTATE TAXES

     5.1 (a) If the Building is operated as a part of a complex of buildings or
in con-junction with other buildings, then Landlord shall prorate the common
expenses and costs with respect to each such building in such manner as
Landlord, in its reasonable judgment, shall determine.

<PAGE>

          (b) Commencing on January 1, 2000 and continuing thereafter through
the Lease Term, (i) Tenant shall pay as additional rent Tenant's Proportionate
Share (as defined be-low) of the amount by which Operating Charges (as defined
in Section 5.2(a)) for each calendar year falling entirely or partly within the
Lease Term exceed a base amount (the "Operating Charges Base Amount") equal to
the Operating Charges incurred during the Operating Charges Base Year, and (ii)
Tenant shall pay as additional rent Tenant's Proportionate Share of the amount
by which Real Estate Taxes (as defined in Section 5.3(a)) for each calendar year
falling entirely or partly within the Lease Term exceed a base amount (the "Real
Estate Taxes Base Amount") equal to the Real Estate Taxes incurred during the
Real Estate Taxes Base Year. Tenant's Proportionate Share 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 set forth in Section 1.2, and the
denominator of which is the number of square feet of rentable area in the
Building (excluding storage, roof and garage space), as measured (or remeasured)
by Landlord from time to time in accordance with Section 25.18 of this Lease.

     5.2 (a) "Operating Charges" shall mean the sum of the following expenses
incurred by Landlord in the ownership and operation of the Building: (1)
electricity, gas, water, HVAC, sewer and other utility charges of every type and
nature; (2) commercially reasonable premiums and other charges for insurance;
(3) management fees that are customary in the industry for comparable services
in comparable buildings and personnel costs of the Building; (4) costs of
service and maintenance contracts relating to the Building as a whole; (5)
maintenance, repair and replacement expenses and supplies which are properly
deducted by Landlord in computing its federal income tax liability; (6)
depreciation for capital expenditures made by Landlord to reduce operating
expenses if Landlord reasonably estimates that the annual reduction in operating
expenses shall exceed such depreciation or to comply with legal or insurance
requirements which are first applicable after the date hereof; (7) charges for
janitorial and cleaning services and supplies furnished to the Building; (8) any
business, professional and occupational license tax payable by Landlord with
respect to the Building; (9) [Intentionally Deleted]; (10) landscaping, snow
removal, security, maintenance and repair of parking areas; and (11) any other
expense incurred by Landlord in maintaining, repairing or operating the
Building. Operating Charges shall not include: (i) principal or interest
payments on any Mortgages (as defined in Section 21.1); (ii) leasing commissions
with respect to the negotiation of leases; (iii) depreciation for capital
expenditures, except as specified above; (iv) the costs of special services and
utilities separately charged to particular tenants of the Building; (v) costs
reimbursed to Landlord from any source including insurance claims and warranties
(but excluding payments by other tenants for Operating Charges); (vi) costs of
financing the Building and/or the Land; (vii) wages, salaries and other
compensation paid to employees of Landlord or its managing agent above the level
of senior property manager; (viii) leasing commissions, attorneys' fees,
accounting fees, construction fees or other fees and expenses if such fees and
expenses are incurred in connection with negotiations or disputes with tenants
or prospective tenants of the Building; (ix) costs of administering the affairs
of the ownership entity which are unrelated to the maintenance, management and
ownership of the Building; (x) expenses in connection with services or other
benefits for which Landlord is separately reimbursed directly as an additional
charge over and above the Base Rent and increases in Operating Charges; (xi)
reserves; (xii) charitable or political contributions: (xiii) costs to remove
Hazardous Materials from the Building, Land or surrounding area that were
released in or upon the Building or the Land in violation of any applicable
Environmental Laws: (xiv) rental payments for office space for management
personnel; (xv) all depreciation and other items not reflecting a current cash
expenditure except as otherwise permitted above: and (xvi) tap fees and other
one-time lump sum sewer or water connection fees payable in connection with the
initial construction of the Building or leasehold improvements for any ten-ant.
It' any product or service includable in Operating Charges is furnished by an
entity owned or controlled by Landlord or sharing a common parent with Landlord,
then the cost of such product or service shall be included in Operating Charges
only to the extent of customary cost of similar quality products and services
provided in arms length transactions to first-class office buildings in the
vicinity of the Building.

          (b) If the average occupancy rate for the Building during any calendar
year (including the Operating Charges Base Year) is less than one hundred
percent (100%), or if any tenant is separately paying for (or does not require)
electricity or janitorial services or other services or utilities furnished to
its premises, then Operating Charges for such year shall be deemed to include
all additional expenses, as reasonably estimated by Landlord, which would have
been incurred during such year if such average occupancy rate had been one
hundred per-cent (100%) and if Landlord paid for electricity and

<PAGE>

janitorial services and other services and utilities furnished to such premises.

          (c) Tenant shall make estimated monthly payments to Landlord on
account of the amount by which Operating Charges that are expected to be
incurred during each calendar year (or portion thereof) would exceed the
Operating Charges Base Amount. At the beginning of calendar year 2000 and at the
beginning of each calendar year thereafter, Landlord may submit a statement
setting forth Landlord's reasonable estimate of such excess and Tenant's
proportionate share thereof Tenant shall pay to Landlord on the first day of
each month following receipt of such statement, until Tenant's receipt of the
succeeding annual statement, an amount equal to one-twelfth (1/12) of each such
share (estimated on an annual basis without proration pursuant to Section 5.4).
From time to time during any calendar year, Landlord may revise Landlord's
estimate and adjust Tenant's monthly payments to reflect Landlord's revised
estimate. Within approximately one hundred twenty (120) days after the end of
each calendar year, or as soon there-after as is feasible, Landlord shall submit
a statement showing (1) Tenant's proportionate share of the amount by which
Operating Charges incurred during the preceding calendar year exceeded the
Operating Charges Base Amount, and (2) the aggregate amount of Tenant's
estimated payments made on account of Operating Charges during such year. If
such statement indicates that the aggregate amount of such estimated payments
exceeds Tenant's actual liability, then Land-lord shall credit the net
overpayment toward Tenant's next payment(s) due under this Lease, or, in the
case of the reconciliation for the calendar year in which the Lease Term
expires, Landlord shall pay Tenant the net overpayment (after deducting there
from any amounts then due from Tenant to Landlord). If such statement indicates
that Tenant's actual liability exceeds the aggregate amount of such estimated
payments, then Tenant shall pay the amount of such excess as additional rent.
Each party's obligation under the preceding two sentences shall survive
expiration or termination of this Lease.

          (d) For a period of ninety (90) days after Tenant's receipt of such
statement, Tenant, or an independent, certified public accountant who is hired
by Tenant on a non-contingent fee basis and who offers a full range of
accounting services and is reasonably acceptable to Landlord, shall have the
right, during regular business hours and after giving at least ten (10) days'
advance written notice to Landlord, to inspect and complete an audit of
Landlord's books and records relating to Operating Charges for the immediately
preceding calendar year, including any proration if there is more than one
building in the complex. Tenant shall (and shall cause its employees, agents and
consultants to) keep the results of any such audit strictly confidential. If
such audit shows that the amounts paid by Tenant to Landlord on account of
increases in Operating Charges exceed the amounts to which Landlord is entitled
hereunder, Landlord shall credit the amount of such excess toward the next
monthly payments of Operating Charges due hereunder. All costs and expenses of
any such audit shall be paid by Tenant; provided that, if such audit shows that
the aggregate amount of Operating Charges set forth in such statement was
overstated by Landlord by more than five percent (5%), Landlord shall reimburse
Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant
in connection with such audit up to a maximum amount of Two Thousand Dollars
($2,000). If Tenant does not notify Land-lord in writing of any objection to any
statement within ninety (90) days after receipt thereof, then Tenant shall be
deemed to have waived such objection.

     5.3 (a) "Real Estate Taxes" shall mean (1) all real estate taxes, vault
and/or public space rentals, rates and assessments (including general and
special assessments, if any), ordinary and extraordinary, foreseen and
unforeseen, which are imposed upon Landlord or assessed against the Building or
the Land or Landlord's personal property used in connection therewith, (2) any
other present or future taxes or governmental charges that are imposed upon
Landlord or assessed against the Building or the Land which are in the nature of
or in substitution for real estate taxes, including any tax levied on or
measured by the rents payable by tenants of the Building, and (3) expenses
(including, without limitation, attorneys' and consultants' fees and court
costs) incurred in reviewing, protesting or seeking a reduction of real estate
taxes, whether or not such protest or reduction is ultimately successful.
Subject to the foregoing, Real Estate Taxes shall not include any inheritance,
estate, gift, franchise, corporation, net income, excise, recordation or
transfer taxes or net profits tax assessed against Landlord from the operation
of the Building.

          (b) If during any calendar year (including the Real Estate Taxes Base
Year) the Building is not fully assessed for tax purposes, then Real Estate
Taxes for such year shall be deemed to include all additional taxes, as
reasonably estimated by Landlord, which would have been incurred during such
year if the Building had been fully assessed.

<PAGE>

     5.4 Tenant shall make estimated monthly payments to Landlord on account of
the amount by which Real Estate Taxes that are expected to be incurred during
each calendar year would exceed the Real Estate Taxes Base Amount. At the
beginning of calendar year 2000 and at the beginning of each calendar year
thereafter, Landlord may submit a statement setting forth Landlord's reasonable
estimate of such amount and Tenant's proportionate share thereof. Tenant shall
pay to Landlord on the first day of each month following receipt of such
statement, until Tenant's receipt of the succeeding annual statement, an amount
equal to one-twelfth (1/12) of such share (estimated on an annual basis without
proration pursuant to Section 5.4). From time to time during any calendar year,
Landlord may revise Landlord's estimate and adjust Tenant's monthly payments to
reflect Landlord's revised estimate. Within approximately one hundred twenty
(120) days after the end of each calendar year, or as soon thereafter as is
feasible, Land-lord shall submit a statement showing (1) Tenant's proportionate
share of the amount by which Real Estate Taxes incurred during the preceding
calendar year exceeded the Real Estate Taxes Base Amount, and (2) the aggregate
amount of Tenant's estimated payments made during such year. If such statement
indicates that the aggregate amount of such estimated payments exceeds Tenant's
actual liability, then Landlord shall credit the net overpayment toward Tenant's
next payment(s) due under this Lease, or, in the case of the reconciliation for
the calendar year in which the Lease Term expires, Landlord shall pay Tenant the
net overpayment (after deducting therefrom any amounts then due from Tenant to
Landlord). If such statement indicates that Tenant's actual liability exceeds
the aggregate amount of such estimated payments, then Tenant shall pay the
amount of such excess as additional rent. Each party's obligation under the
preceding two sentences shall survive expiration or termination of this Lease.

     5.5 If the Lease Term commences or expires on a day other than the first
day or the last day of a calendar year, respectively, then Tenant's liabilities
pursuant to this Article for such calendar year shall be apportioned by
multiplying the respective amount of Tenant's proportionate share thereof for
the full calendar year by a fraction, the numerator of which is the number of
days during such calendar year falling within the Lease, Term, and the
denominator of which is three hundred sixty-five (365).

                                   ARTICLE VI
                                 USE OF PREMISES

     6.1 Tenant shall use and occupy the Premises solely for general
(non-medical) office purposes compatible with first class office buildings in
the jurisdiction in which the Building is located, and for no other use or
purpose. Tenant shall not use or occupy the Premises for any unlawful purpose,
or in any manner that will violate nonresidential use permit occupancy for the
Premises or the Building or that will constitute waste, nuisance or unreasonable
annoyance to Landlord or any other tenant or user of the Building, or in any
manner that will increase the number of parking spaces required for the Building
or its full occupancy as required by law. Tenant shall comply with all present
and future laws (including, without limitation, the Americans with Disabilities
Act (the "ADA") and the regulations promulgated thereunder, as the same may be
amended from time to time), ordinances (including without limitation, zoning
ordinances and land use requirements), regulations, orders and recommendations
(including, without limitation, those made by any public or private agency
having authority over insurance rates) (collectively, "Laws") concerning the
use, occupancy and condition of the Premises and all machinery, equipment,
furnishings, fixtures and improvements therein, all of which shall be complied
with in a timely manner at Tenant's sole expense. If any such Law requires an
occupancy or use permit or license for the Premises or the operation of the
business conducted therein, then Tenant shall obtain and keep current such
permit or license at Tenant's expense and shall promptly de-liver a copy thereof
to Landlord. Use of the Premises is subject to all covenants, conditions and
restrictions of record. Tenant shall not use any space in the Building for the
sale of goods to the public at large or for the sale at auction of goods or
property of any kind. Tenant shall not con-duct any operations, sales,
promotions, advertising or special events outside the Premises.

     6.2 Tenant shall pay before delinquency any business, rent or other taxes
or fees that are now or hereafter levied, assessed or imposed upon Tenant's use
or occupancy of the Premises, the conduct of Tenant's business at the Premises,
or Tenant's equipment, fixtures, furnishings, inventory or personal property. If
any such tax or fee is enacted or altered so that such tax or fee is levied
against Landlord or so that Landlord is responsible for collection or payment
thereof, then Tenant shall pay as additional rent the amount of such tax

<PAGE>

or fee.

     6.3 Tenant shall not cause or permit any Hazardous Materials to be
generated, used, released, stored or disposed of in or about the Building or the
Land, provided that Tenant may use and store in accordance with all Laws
reasonable quantities of standard cleaning and office materials as may be
reasonably necessary for Tenant to conduct normal general office use operations
in the Premises. At the expiration or earlier termination of this Lease, Tenant
shall surrender the Premises to Landlord free of Hazardous Materials and in
compliance with all Environmental Laws except that Tenant shall have no
obligation to remove Hazardous Materials that were not brought onto the Premises
by Tenant or its Invitees, or cure any violations of Environmental Laws that
were not caused by the acts or omissions of Tenant or its Invitees. "Hazardous
Materials" means any of the following present in levels that exceed the level
permissible under applicable Environmental Laws (a) asbestos and any asbestos
containing material and any sub-stance that is then defined or listed in, or
otherwise classified pursuant to, any Environmental Law or any other applicable
Law as a "hazardous substance," "hazardous material," "hazardous waste,"
"infectious waste," "toxic substance," "toxic pollutant," "pollutant,"
"contaminant" or any other formulation intended to define, list, or classify
substances by reason of deleterious proper-ties such as ignitability,
corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or
Toxicity Characteristic Leaching Procedure (TCLP) toxicity, (b) any petroleum
and drilling flu-ids, produced waters, and other wastes associated with the
exploration, development or production of crude oil, natural gas, or geothermal
resources, and (c) any petroleum product, poly-chlorinated biphenyls, urea
formaldehyde, radon gas, radioactive material (including any source, special
nuclear, or by-product material), medical waste, chlorofluorocarbon, lead or
lead-based product, and any other substance whose presence could be detrimental
to the Building or the Land or hazardous to health or the environment.
"Environmental Law" means any present and future Law and any amendments (whether
common law, statute, rule, order, regulation, ordinance or otherwise), permits
and other requirements or guidelines of governmental authorities applicable to
the Building or the Land and relating to the environment and environmental
conditions or to any Hazardous Material (including, without limitation, CERCLA,
42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act of
1976, 42 U.S.C. Section 6901 et seq., the Hazardous Materials Transportation
Act, 49 U.S.C. Section 1801 et seq., the Federal Water Pollution Control Act, 33
U.S.C. Section 1251 et seq., the Clean Air Act, 33 U.S.C. Section 7401 et seq.,
the Toxic Sub-stances Control Act, 15 U.S.C. Section 2601 et seq., the Safe
Drinking Water Act, 42 U.S.C. Section 300f et seq., the Emergency Planning and
Community Right-To-Know Act, 42 U.S.C. Section 1101 et seq., the Occupational
Safety and Health Act, 29 U.S.C. Section 651 et seq., and any so-called "Super
Fund" or "Super Lien" law, any Law requiring the filing of reports and notices
relating to hazardous sub-stances, environmental laws administered by the
Environmental Protection Agency, and any similar state and local Laws, all
amendments thereto and all regulations, orders, decisions, and decrees now or
hereafter promulgated thereunder concerning the environment, industrial hygiene
or public health or safety). Notwithstanding any termination of this Lease,
Tenant shall indemnify and hold Landlord, its officers, directors, employees and
agents harmless from and against any damage, injury, loss, liability, charge,
demand, penalty or claim based on or arising out of the presence or removal of,
or failure to remove, Hazardous Materials generated, used, released, stored or
disposed of by Tenant or any Invitee in or about the Building, whether before or
after Lease Commencement Date. In addition, Tenant shall give Landlord immediate
verbal and follow-up written notice of any actual or threatened Environmental
Default, which Environmental Default Tenant shall cure in accordance with all
Environmental Laws and to the satisfaction of Landlord and only after Tenant has
obtained Landlord's prior written consent, which shall not be unreasonably
withheld, conditioned or delayed. An "Environmental Default" means any of the
following by Tenant or any Invitee: a violation of an Environmental Law; a
release, spill or discharge of a Hazardous Material on or from the Premises, the
Land or the Building; the storage or use of Hazardous Material not approved in
writing by Landlord; an environmental condition requiring responsive action; or
an emergency environmental condition. Upon any Environmental Default, in
addition to all other rights available to Landlord under this Lease, at law or
in equity, Landlord shall have the right but not the obligation to immediately
enter the Premises, to super-vise and approve any actions taken by Tenant to
address the Environmental Default, and, if Ten-ant fails to immediately address
same to Landlord's reasonable satisfaction, to perform, at Ten-ant's sole cost
and expense, any lawful action necessary to address same. If any lender or
governmental agency shall require testing to ascertain whether an Environmental
Default is pending or threatened, then Tenant shall pay the reasonable costs
therefor as additional rent. Promptly upon request, Tenant shall execute from
time to time affidavits, representations and similar documents concerning
Tenant's best knowledge and belief regarding the presence of Hazardous Materials
at or in the Building, the Land or the Premises.

<PAGE>

     6.4 Landlord at its expense (subject to reimbursement pursuant to Article V
to the extent permitted thereby) shall take steps necessary to comply with Laws
to the extent same applies directly to all or any portion of the common areas of
the Building; provided, however, that to the extent any non-compliance is a
result of the use or occupancy of the Premises or any action or inaction of
Tenant or any Invitee, or if any improvements made by Landlord to comply with
such Laws benefit solely the Premises, then such compliance shall be at Tenant's
cost. Tenant at its sole cost and expense shall be solely responsible for taking
any and all measures which are required to comply with such Laws concerning the
Premises (including means of ingress and egress thereto) and the business
conducted therein. Any Alterations made or constructed by Ten-ant for the
purpose of complying with such Laws or which otherwise require compliance with
such Laws shall be done in accordance with this Lease; provided, that Landlord's
consent to such Alterations shall not constitute either Landlord's assumption,
in whole or in part, of Tenant's responsibility for compliance with such Laws,
or representation or confirmation by Landlord that such Alterations comply with
the provisions of such Laws.

     6.5 Landlord represents that, except as specified in that certain Phase I
Environmental Assessment prepared by SCS Engineers dated September 20, 1993 and
that certain Phase II Environmental Investigation prepared by SCS Engineers
dated October 29, 1993 (collectively, the "Environmental Report"), to its actual
knowledge as of the date of this Lease, based solely and exclusively on the
Environmental Report and no further or additional inspection or inquiry having
been made, neither the Premises nor the Land (collectively, the "Property")
contain any Hazardous Materials in violation of any Environmental Law and that
no Hazardous Materials have been used in the construction or development of the
Property in violation of any Environmental Law. Copies of the Environmental
Report are available for Tenant's review at Tenant's request. In the event
Landlord is advised, or it shall come to Landlord's attention, that Hazardous
Materials exist in the Premises, if required by any applicable Environmental
Law, Landlord shall take all reasonable steps necessary to promptly remove, at
Landlord's expense, all such Hazardous Materials, and in doing so, Landlord
shall use reasonable efforts not to materially interfere with the conduct of
Tenant's business; provided, however, that Landlord shall remove any Hazardous
Materials from the Premises which Tenant, its employees, agents, contractors,
subtenants or invitees shall have introduced or otherwise brought in, on or
about the Premises at Tenant's expense (or, at Landlord's sole option, Landlord
may require Tenant to remove such Hazardous Materials). Notwithstanding anything
herein to the contrary, no holder of any Mortgage (nor any person or entity
claiming by, through or under any such holder) shall have any liability under
this Section 6.5 or any responsibility to perform any of Landlord's obligations
set forth in this Section 6.5. Landlord shall indemnify and hold Tenant, its
officers, directors and employees harmless from and against any damage, injury,
loss, liability or claim based on or arising out of the presence or removal of,
or failure to remove, Hazardous Materials released by Landlord, its agents or
employees in or about the Building or the Land as a result of Landlord's gross
negligence or willful misconduct; provided, however, that (a) in no event shall
Landlord be liable for indirect or consequential damages and (b) in no event
shall the holder of any Mortgage have any liability under this sentence.

                                   ARTICLE VII
                            ASSIGNMENT AND SUBLETTING

     7.1 Tenant shall not assign, transfer or otherwise encumber (collectively,
"assign") this Lease or all or any of Tenant's rights hereunder or interest
herein, or sublet or permit anyone to use or occupy (collectively, "sublet") the
Premises or any part thereof, without obtaining the prior written consent of
Landlord, which consent may be withheld or granted in Landlord's sole and
absolute discretion. Landlord shall respond to any request of Tenant to sublease
or assign within twenty-one (21) business days after Landlord's receipt of the
information required to be delivered by Tenant to Landlord pursuant to this
Article. Notwithstanding any of the foregoing to the contrary, provided no Event
of Default exists under this Lease, and subject to Landlord's rights and
Tenant's obligations pursuant to Sections 7.4 and 7.5 below, Landlord shall not
unreasonably withhold its consent to any proposed subletting of all or any
portion of the Premises. Without limiting the generality of the immediately
preceding sentence, it is specifically agreed that it shall be reasonable for
Landlord to withhold its consent if: (i) the proposed subtenant is engaged in a
business, or the Premises will be used in a manner, that is inconsistent with
the first-class image of the Building; or (ii) Landlord is not satisfied with
the financial condition of the proposed subtenant; or (iii) the proposed use of
the

<PAGE>

Premises is not in compliance with Article VI or is not compatible with the
other uses within, and the terms of other leases with respect to, the Building;
or (iv) the initial Tenant does not remain fully liable as a primary obligor for
the payment of all rent and other charges payable by Tenant under this Lease and
for the performance of all other obligations of Tenant under this Lease; or (v)
the proposed subtenant is a governmental or quasi-governmental agency; or (vi)
the proposed use of the premises shall increase the pedestrian traffic in the
Building above the level of traffic generated by normal and customary office
usage; or (vii) the proposed subtenant is a current tenant in the Building or a
potential tenant in the Building with whom Landlord is engaged in active
negotiations. No assignment or right of occupancy hereunder may be effectuated
by operation of law or otherwise without the prior written consent of Landlord.
Any assignment or subletting, Landlord's consent thereto, or Landlord's
collection or acceptance of rent from any assignee or subtenant shall not be
construed either as waiving or releasing Tenant from any of its liabilities or
obligations under this Lease as a principal and not as a guarantor or surety, or
as relieving Tenant or any assignee or subtenant from the obligation of
obtaining Landlord's prior written consent to any subsequent assignment or
subletting. As security for this Lease, for any period during which an Event of
Default exists hereunder, Tenant hereby assigns to Landlord the rent due from
any assignee or subtenant of Tenant and Tenant hereby authorizes each such
assignee or subtenant to pay said rent directly to Landlord upon receipt of
notice from Landlord specifying same. Landlord's collection of such rent shall
not be construed as an acceptance of such assignee or subtenant as a tenant.
Tenant shall not mortgage, pledge, hypothecate or encumber (collectively
"mortgage") this Lease with-out Landlord's prior written consent, which consent
may be granted or withheld in Landlord's sole and absolute discretion. Tenant
shall pay to Landlord an administrative fee equal to five hundred dollars ($500)
plus all other expenses (including reasonable attorneys' fees and ac-counting
costs) incurred by Landlord in connection with Tenant's request for Landlord to
give its consent to any assignment, subletting, or mortgage. Tenant shall notify
Landlord prior to engaging a real estate broker in connection with any proposed
assignment or sublease. Any sub-lease, assignment or mortgage shall, at
Landlord's option, be affected on forms approved by Landlord. Tenant shall
deliver to Landlord a fully-executed copy of each agreement evidencing a
sublease, assignment or mortgage within ten (10) days after Tenant's execution
thereof.

     7.2 If Tenant is a partnership, then any event (whether voluntary,
concurrent or related) resulting in a dissolution of Tenant, any withdrawal or
change (whether voluntary, involuntary, or by operation of law) of partners
owning a controlling interest in Tenant (including each general partner), or any
structural or other change having the effect of limiting the liability of the
partners shall be deemed a voluntary assignment of this Lease subject to the
provisions of this Article. If Tenant is a corporation (or a partnership with a
corporate general partner), then any event (whether voluntary, concurrent or
related) resulting in a dissolution, merger, consolidation or other
reorganization of Tenant (or such corporate general partner), or the sale or
transfer or relinquishment of the interest of shareholders who, as of the date
of this Lease, own a controlling interest of the capital stock of Tenant (or
such corporate general partner), shall be deemed a voluntary assignment of this
Lease subject to the provisions of this Article; provided, however, that the
foregoing portion of this sentence shall not apply to corporations whose stock
is traded through a national or regional exchange or over-the-counter market.
Notwithstanding anything contained in this Article VII to the contrary, provided
no Event of Default exists hereunder, Ten-ant may, upon at least twenty-one (21)
days prior written notice to Landlord but without Land-lord's prior written
consent and without being subject to Landlord's rights and Tenant's obligations
set forth in Sections 7.4 and 7.5 below, assign or transfer its entire interest
in this Lease or sublease the entire Premises: (a) to a corporation or other
business entity (herein sometimes referred to as a "successor corporation") into
or with which Tenant shall be merged or consolidated, or to which substantially
all of the assets of Tenant may be transferred, provided that such successor
corporation shall have a net worth and liquidity factor at least equal to the
net worth and liquidity factor of Tenant as of the Lease Commencement Date, and
provided that the successor corporation shall assume in writing all of the
obligations and liabilities of Tenant under this Lease; or (b) to a corporation
or other business entity (herein sometimes referred to as a "related
corporation") which shall control, be controlled by or be under common control
with Tenant. In the event of any such assignment or subletting, Tenant shall
remain fully liable as a primary obligor for the payment of all rent and other
charges required hereunder and for the performance of all obligations to be
performed by Tenant hereunder. For purposes of clause (b) above, "control" shall
be deemed to be ownership of more than fifty percent (50%) of the stock or other
voting interest of the controlled corporation or other business entity. Together
with Ten-ant's notice to Landlord pursuant to this Section, Tenant shall submit
to Landlord sufficient information regarding the transaction as is reasonably
necessary for Landlord to confirm that the transaction meets the qualifications
set forth in this Section.

<PAGE>

     7.3 If at any time during the Lease Term Tenant desires to assign, sublet
or mortgage all or part of this Lease or the Premises, then in connection with
Tenant's request to Landlord for Landlord's consent thereto, Tenant shall give
notice to Landlord in writing ("Tenant's Request Notice") containing: the
identity of the proposed assignee, subtenant or other party and a description of
its business; the terms of the proposed assignment, subletting or other
transaction; the commencement date of the proposed assignment, subletting or
other transaction (the "Pro-posed Sublease Commencement Date"); the area
proposed to be assigned, sublet or otherwise encumbered (the "Proposed Sublet
Space"); the most recent financial statement or other evidence of financial
responsibility of such proposed assignee, subtenant or other party; and a
certification executed by Tenant and such party stating whether or not any
premium or other consideration is being paid for the assignment, sublease or
other transaction.

     7.4 If the Proposed Sublet Space, when taken together with all other space
subleased by Tenant constitutes fifty percent (50%) of the entire Premises, then
Landlord shall have the right in its sole and absolute discretion to terminate
this Lease with respect to the Proposed Sub-let Space by sending Tenant written
notice of such termination within twenty-one (21) days after Landlord's receipt
of Tenant's Request Notice. If the Proposed Sublet Space does not constitute the
entire Premises and Landlord exercises its option to terminate this Lease with
respect to the Proposed Sublet Space, then (a) Tenant shall tender the Proposed
Sublet Space to Landlord on the Proposed Sublease Commencement Date and such
space shall thereafter be deleted from the Premises, and (b) as to that portion
of the Premises which is not part of the Proposed Sublet Space, this Lease shall
remain in full force and effect except that Base Rent and additional rent shall
be reduced pro rata. All costs of any construction required to permit the
operation of the Proposed Sublet Space separate from the balance of the Premises
shall be paid by Tenant to Landlord as additional rent hereunder. If the
Proposed Sublet Space constitutes the entire Premises and Landlord elects to
terminate this Lease, then Tenant shall tender the Proposed Sublet Space to
Landlord, and this Lease shall terminate, on the Proposed Sublease Commencement
Date. Notwithstanding the foregoing, Landlord's rights under this Section 7.4
shall not apply with respect to subleasing all or any portion of the Premises to
a successor corporation or a related corporation (each, as defined in Section
7.2 above).

     7.5 If any sublease or assignment (whether by operation of law or
otherwise, including without limitation an assignment pursuant to the provisions
of the Bankruptcy Code or any other Insolvency Law) provides that the subtenant
or assignee thereunder is to pay any amount in excess of the sum of (a) the
rental and other charges due under this Lease, plus (b) the reason-able,
out-of-pocket expenses incurred by Tenant for brokerage commissions, reasonable
attorneys fees, any free rent granted to such subtenant during such subtenant's
occupancy of the Pro-posed Sublet Space and the cost of tenant improvements in
connection with the procurement of such sublease, assignment or other transfer,
then whether such excess be in the form of an increased monthly or annual
rental, a lump sum payment, payment for the sale, transfer or lease of Tenant's
fixtures, leasehold improvements, furniture and other personal property, or any
other form (and if the subleased or assigned space does not constitute the
entire Premises, the existence of such excess shall be determined on a pro-rata
basis), Tenant shall pay to Landlord fifty percent (50%) of any such excess or
other premium applicable to the sublease or assignment, which amount shall be
paid by Tenant to Landlord as additional rent upon such terms as shall be
specified by Landlord and in no event later than ten (10) days after any receipt
thereof by Tenant. Acceptance by Landlord of any payments due under this Section
shall not be deemed to constitute approval by Landlord of any sublease or
assignment, nor shall such acceptance waive any rights of Landlord hereunder.
Landlord shall have the right to inspect and audit Tenant's books and re-cords
relating to any sublease or assignment.

     7.6 All restrictions and obligations imposed pursuant to this Lease on
Tenant shall be deemed to extend to any subtenant, assignee, licensee,
concessionaire or other occupant or transferee of Tenant and Tenant shall cause
such person to comply with such restrictions and obligations. Any assignee shall
be deemed to have assumed obligations as if such assignee had originally
executed this Lease and at Landlord's request shall execute promptly a document
confirming such assumption. Each sublease is subject to the condition that if
the Lease Term is terminated or Landlord succeeds to Tenant's interest in the
Premises by voluntary surrender or otherwise, at Landlord's option the subtenant
shall be bound to Landlord for the balance of the term of such sublease and
shall attorn to and recognize Landlord as its landlord under the then executory
terms of such sublease.

<PAGE>

     7.7 Landlord acknowledges that Tenant is leasing more space than it
originally needs and that Tenant intends to sublease in accordance with this
Lease up to thirty percent (30%) of the Premises.

                                  ARTICLE VIII
                             MAINTENANCE AND REPAIRS

     8.1 Tenant, at Tenant's sole cost and expense, shall promptly make all
repairs, per-form all maintenance, and make all replacements in and to the
Premises that are necessary or desirable to keep the Premises in first class
condition and repair, in a clean, safe and tenantable condition, and otherwise
in accordance with all Laws and the requirements of this Lease. Tenant shall
maintain all fixtures, furnishings and equipment located in, or exclusively
serving, the Premises in clean, safe and sanitary condition, shall take good
care thereof and make all required repairs and replacements thereto. Tenant
shall give Landlord prompt written notice of any defects or damage to the
structure of, or equipment or fixtures in, the Building or any part thereof.
Tenant shall suffer no waste or injury to any part of the Premises, and shall,
at the expiration or earlier termination of the Lease Term, surrender the
Premises in an order and condition equal to their order and condition on the
Lease Commencement Date, except for ordinary wear and tear and as otherwise
provided in Article XVII. Except as otherwise provided in Article XVII, all
injury, breakage and damage to the Premises and to any other part of the
Building or the Land caused by any act or omission of any invitee, agent,
employee, subtenant, assignee, contractor, client, family member, licensee,
customer or guest of Tenant (collectively, "Invitees") or Tenant, shall be
repaired by and at Tenant's expense, except that if Tenant fails to perform the
same prior to the expiration of any applicable notice and cure period, then
Landlord shall have the right at Landlord's option to make any such repair and
to charge Tenant for all direct out-of-pocket costs and expenses incurred in
connection therewith and Tenant shall also pay to Landlord twenty percent (20%)
of the cost thereof to reimburse Landlord for all overhead, general conditions,
fees and other costs or expenses arising from the involvement of Landlord with
such repairs. Land-lord shall provide and install replacement tubes for Building
standard fluorescent light fixtures in the Premises (subject to reimbursement
pursuant to Article V); all other bulbs and tubes for the Premises shall be
provided and installed at Tenant's expense.

     8.2 Except as otherwise provided in this Lease, Landlord shall keep the
exterior and demising walls, load bearing elements, foundations, roof and common
areas that form a part of the Building, and the building standard mechanical,
electrical, HVAC and plumbing systems, pipes and conduits that are provided by
Landlord in the operation of the Building (collectively, the "Building Structure
and Systems"), clean and in good operating condition and, promptly after
becoming aware of any item needing repair, will make repairs thereto.
Notwithstanding any of the foregoing to the contrary: (a) maintenance and repair
of special tenant areas, facilities, finishes and equipment (including, but not
limited to, any special fire protection equipment, telecommunications and
computer equipment, kitchen/galley equipment, air-conditioning equipment serving
the Premises only and all other furniture, furnishings and equipment of Tenant
and all Alterations) shall be the sole responsibility of Tenant and shall be
deemed not to be a part of the Building Structure and Systems; and (b) Landlord
shall have no obligation to make any repairs brought about by any act or neglect
of Tenant or any Invitee. If any such failure to maintain the Building Structure
and Systems that is caused by Landlord's (or its agent's or employee's) gross
negligence or willful misconduct shall render all or any substantial portion of
the Premises untenantable, and if Tenant does not in fact use or occupy such
portion of the Premises and such untenantability shall continue for five (5)
consecutive business days, then as Tenant's sole remedy therefor all base rent
and additional rent payable hereunder with respect to such portion of the
Premises shall be abated for the period beginning as of the sixth (6th)
consecutive business day of such untenantability and continuing until the
Premises are rendered tenantable.

                                   ARTICLE IX
                                   ALTERATIONS

     9.1 The original improvement of the Premises shall be accomplished in
accordance with Exhibit B (if any). Landlord is under no obligation to make any
structural or other alterations, additions, improvements or other changes
(collectively, "Alterations") in or to the Premises.

     9.2 Tenant shall not make or permit anyone to make any Alterations in or to
the Premises or the Building, without the prior written consent of Landlord,
which consent may be withheld or granted in

<PAGE>

Landlord's sole and absolute discretion with respect to all structural
Alterations and to those non-structural Alterations which are visible from the
exterior of the Premises or for which a building permit is required, and which
consent shall not be unreasonably withheld with respect to all other
non-structural Alterations. Structural Alterations shall be deemed to include
without limitation any Alteration that will or may necessitate any changes,
replacements or additions to the walls, ceilings, partitions, columns or floor,
or to the water, electrical, mechanical, plumbing, fire and life safety, or HVAC
systems, of the Premises or the Building. Notwithstanding the foregoing,
provided Tenant gives Landlord at least ten (10) days prior written notice,
Tenant may install in the Premises, without obtaining Landlord's prior written
consent, minor, nonstructural Alterations of a decorative nature whose value (as
reasonably determined by Landlord) is less than two thousand five hundred
dollars ($2,500) and which do not require a building permit, for example, the
hanging of artwork or the installation of carpeting. Any Alterations made by
Tenant shall be made: (a) in a good, workmanlike, first-class and prompt manner;
(b) using new materials only; (c) by a contractor, on days, at times and under
the supervision of an architect approved in writing by Landlord, which approval
shall not be unreasonably withheld, conditioned or delayed; (d) in accordance
with plans and specifications pre-pared by an engineer or architect reasonably
acceptable to Landlord, which plans and specifications shall be approved in
writing by Landlord and Tenant shall reimburse Landlord for all reasonable,
out-of-pocket costs incurred by Landlord therefor; (e) in accordance with all
Laws and any requirements of any insurance company insuring the Building or any
portion thereof and after having received and delivered to Landlord a copy of
all applicable permits and approvals, including, but not limited to, a building
permit; and (f) after obtaining public liability and statutory worker's
compensation insurance policies approved in writing by Landlord, which policies
shall cover every person who will perform any work with respect to such
Alteration. Within ten (10) days after any Alterations is substantially
completed, Tenant shall obtain and deliver to Landlord written, unconditional
waivers of mechanics' and materialmen's liens against the Premises and the
Building from all proposed contractors, subcontractors, laborers and material
suppliers for all work, labor and services performed and materials furnished in
connection with Alterations. If any lien (or a petition to establish such lien)
is filed in connection with any Alteration, such lien (or petition) shall be
discharged by Tenant within twenty (20) days thereafter, at Tenant's sole cost
and expense, by the payment thereof or by the filing of a bond acceptable to
Landlord. If Landlord gives its consent to the making of any Alteration, such
consent shall not be deemed to be an agreement or consent by Landlord to subject
its interest in the Premises or the Building to any liens which may be filed in
connection therewith. All Alterations (including, without limitation, those
involving structural, electrical, mechanical or plumbing work, the heating,
ventilation and air conditioning system of the Premises or the Building, and the
roof of the Building) shall, at Landlord's election, be performed by Landlord's
designated contractor or subcontractor at Tenant's expense if the performance
thereof by another contractor would void or otherwise adversely affect any
warranty or guaranty with respect to the Building or any portion thereof. If
Landlord elects not to so perform such work, then Landlord shall be paid a
reasonable construction super-vision fee (not to exceed five percent (5%) of the
cost of such work). Promptly after the completion of an Alteration, Tenant at
its expense shall deliver to Landlord three (3) sets of accurate as-built
drawings showing such Alteration in place.

     9.3 If any Alterations are made without the prior written consent of
Landlord, Land-lord shall have the right at Tenant's expense to remove and
correct such Alterations and restore the Premises and the Building to their
condition immediately prior thereto, or to require Tenant to do the same. All
Alterations to the Premises or the Building (excluding trade fixtures) made by
either party shall immediately become the property of Landlord and shall remain
upon and be surrendered with the Premises as a part thereof at the expiration or
earlier termination of the Lease Term; provided, however, that (a) if Tenant is
not in default under this Lease, then Tenant shall have the right to remove,
prior to the expiration or earlier termination of the Lease Term, all trade
fixtures, movable furniture, furnishings and equipment installed in the Premises
solely at the expense of Tenant, and (b) Tenant shall remove all Alterations and
other items in the Premises or the Building which Landlord designates in writing
for removal. Promptly after Landlord's receipt of a written request by Tenant
which specifically requests Landlord to indicate to Tenant whether Landlord will
require the removal of any Alterations, and provided such request is given to
Landlord together with Tenant's request for Landlord's approval of any
Alterations, Landlord will indicate to Tenant whether Landlord will require the
removal of any such Alterations. Landlord shall have the right at Tenant's
expense to repair all damage and injury to the Premises or the Building caused
by such removal or to require Tenant to do the same. If such furniture,
furnishings and equipment are not removed by Tenant prior to the expiration or
earlier termination of the Lease Term, the same shall at Landlord's option
become the property of Landlord

<PAGE>

and shall be surrendered with the Premises as a part thereof; provided, however,
that Landlord shall have the right at Tenant's expense to remove from the
Premises such furniture, furnishings and equipment and any Alteration which
prior to the expiration or termination of this Lease Landlord designates in
writing for removal or to require Tenant to do the same. If Tenant fails to
return the Premises to Landlord as required by this Section, then Tenant shall
pay to Landlord, as additional rent, all reasonable costs incurred by Landlord
in effecting such return.

                                    ARTICLE X
                                      SIGNS

Landlord will, at Landlord's sole cost and expense, list Tenant's name in the
Building directory, if any, and provide Building standard signage on one suite
entry door; provided, however, that if Tenant requests any changes thereto after
the initial installation thereof, Tenant shall reimburse Landlord for costs
reasonably incurred by Landlord therefor. No other sign, advertisement or notice
referring to Tenant shall be inscribed, painted, affixed or otherwise displayed
on any part of the exterior or interior of the Building (including windows and
doors) without the prior written approval of Landlord, which may be granted or
withheld in Landlord's sole and absolute discretion. If any such item that has
not been approved by Landlord is so displayed, then Landlord shall have the
right to remove such item at Tenant's expense or to require Tenant to do the
same. Landlord reserves the right to install and display signs, advertisements
and notices on any part of the exterior or interior of the Building; provided,
however that Land-lord shall only affix, install, or display signs on the
interior of the Premises which pertain to the management or operation of the
Building.

                                   ARTICLE XI
                                SECURITY DEPOSIT

     11.1 Simultaneously with Tenant's execution of this Lease, Tenant shall
deposit with Landlord the Security Deposit Amount (as defined in Section 1.10)
as a security deposit which shall be security for the performance by Tenant of
all of Tenant's obligations, covenants, conditions and agreements under this
Lease. Landlord shall not be required to maintain such security deposit in a
separate account. Except as may be required by law, Tenant shall not be entitled
to interest on the security deposit. Within approximately thirty (30) days after
the later of the expiration or earlier termination of the Lease Term or Tenant's
vacating the Premises, Landlord shall return such security deposit to Tenant,
less such portion thereof as Landlord shall have appropriated to satisfy any of
Tenant's obligations, or any default by Tenant, under this Lease. If there shall
be any default under this Lease by Tenant, then Landlord shall have the right,
but shall not be obligated, to use, apply or retain all or any portion of the
security deposit for the payment of any (a) Base Rent, additional rent or any
other sum as to which Tenant is in default, or (b) 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
and Tenant's failure to vacate the Premises at such time and in the condition
required by this Lease). If any portion of the security deposit is so used or
applied, then within three (3) business days after Landlord gives 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 the original Security
Deposit Amount, and Tenant's failure to do so shall constitute an Event of
Default under this Lease.

     11.2 If Landlord transfers the security deposit to any purchaser or other
transferee of Landlord's interest in the Property, Tenant shall look only to
such purchaser or transferee for the return of the security deposit, and
Landlord shall be released from all liability to Tenant for the return of such
security deposit. Tenant acknowledges that the holder of any Mortgage shall not
be liable for the return of any security deposit made by Tenant hereunder unless
such holder actually receives such security deposit. Tenant shall not pledge,
mortgage, assign or transfer the Security Deposit or any interest therein.

                                   ARTICLE XII
                                   INSPECTION

<PAGE>

     12.1 Tenant shall permit Landlord, its agents and representatives, and the
holder of any Mortgage, to enter the Premises without charge therefor and
without diminution of the rent pay-able by Tenant in order to examine, inspect
or protect the Premises and the Building, to make such alterations and/or
repairs as in the reasonable judgment of Landlord may be deemed necessary or
desirable, or to exhibit the same to lenders, purchasers and others, and, during
the last nine (9) months of the Lease Term, to brokers and prospective tenants.
Except in the event of an emergency, Landlord shall endeavor to minimize
disruption to Tenant's normal business operations in the Premises in connection
with any such entry.

                                  ARTICLE XIII
                                    INSURANCE

     13.1 Tenant shall not conduct or permit to be conducted any activity, or
place or permit to be placed any equipment or other item in or about the
Premises or the Building, which will in any way increase the rate of tire
insurance or other insurance on the Building. If any increase in the rate of
tire insurance or other insurance is due to any activity, equipment or other
item of Tenant, then (whether or not Landlord has consented to such activity,
equipment or other item) Tenant shall pay as additional rent due hereunder the
amount of such increase. The statement of any applicable insurance company or
insurance rating organization (or other organization exercising similar
functions in connection with the prevention of fire or the correction of
hazardous conditions) that an increase is due to any such activity, equipment or
other item shall be conclusive evidence thereof.

     13.2 (a) Throughout the Lease Term, Tenant shall obtain and maintain (1)
commercial general liability insurance (written on an occurrence basis)
including contractual liability coverage insuring the obligations assumed by
Tenant under this Lease (including those set forth in Sections 6.3 and 15.2),
premises and operations coverage, broad form property damage cover-age and
independent contractors coverage, and containing an endorsement for personal
injury, (2) business interruption insurance, (3) all-risk property insurance,
(4) comprehensive automobile liability insurance (covering automobiles owned by
Tenant, if any), (5) statutorily required worker's compensation insurance, and
(6) employer's liability insurance. Such commercial general liability insurance
shall be in minimum amounts typically carried by prudent tenants engaged in
similar operations, but in no event shall be in an amount less than Two Million
Dollars ($2,000,000) combined single limit per occurrence with a Four Million
Dollar ($4,000,000) annual aggregate. Such business interruption insurance shall
be in minimum amounts typically carried by prudent tenants engaged in similar
operations, but in no event shall be in an amount less than the Base Rent then
in effect during any Lease Year. Such property insurance shall be in an amount
not less than that required to replace all of the original tenant improvements
installed in the Premises pursuant to Exhibit B (except for the Building
Standard Allowances provided by Landlord, to the extent the same were originally
incorporated into the Premises), all Alterations and all other contents of the
Premises (including, without limitation, Tenant's trade fixtures, decorations,
furnishings, equipment and personal property). Such automobile liability
insurance shall be in an amount not less than One Million Dollars ($1,000,000)
for each accident. Such worker's compensation insurance shall carry minimum
limits as defined by the law of the jurisdiction in which the Building is
located (as the same may be amended from time to time). Such employer's
liability insurance shall be in an amount not less than One Million Dollars
($1,000,000) for each accident, One Million Dollars ($1,000,000) disease-policy
limit, and One Million Dollars ($1,000,000) disease-each employee.

          (b) All such insurance shall: (1) be issued by a company that is
licensed to do business in the jurisdiction in which the Building is located,
that has been approved in advance by Landlord and that has a rating equal to or
exceeding A:XI from Best's Insurance Guide; (2) name Landlord, the Agent and the
holder of any Mortgage as additional insureds and/or loss payees (as
applicable); (3) contain an endorsement that such policy shall remain in full
force and effect notwithstanding that the insured may have waived its right of
action against any party prior to the occurrence of a loss (Tenant hereby
waiving its right of action and recovery against and releasing Landlord and its
employees and agents from any and all liabilities, claims and losses for which
they may otherwise be liable to the extent Tenant is covered by insurance
carried or required to be

<PAGE>

carried under this Lease); (4) provide that the insurer thereunder waives all
right of recovery by way of subrogation against Landlord, its partners, agents,
employees, and representatives, in connection with any loss or damage covered by
such policy; (5) be acceptable in form and content to Landlord; (6) be primary
and non-contributory; and (7) contain an endorsement prohibiting cancellation,
failure to renew, reduction of amount of insurance or change in cover-age
without the insurer first giving Landlord thirty (30) days' prior written notice
(by certified or registered mail, return receipt requested) of such proposed
action. No such policy shall contain any deductible provision except as
otherwise approved in writing by Landlord, which approval shall not be
unreasonably withheld. Landlord reserves the right from time to time to require
Tenant to obtain higher minimum amounts of insurance. Tenant shall deliver a
certificate (on Acord form 27) of all such insurance and receipts evidencing
payment therefor (and, upon re-quest, copies of all required insurance policies,
including endorsements and declarations) to Landlord on or before the Lease
Commencement Date and at least annually thereafter.

     13.3 Landlord agrees to carry and maintain all-risk property insurance
(with at least eighty percent (80%) replacement cost coverage) covering the
Building and Landlord's property therein. Landlord also agrees to carry and
maintain commercial general liability insurance in limits it reasonably deems
appropriate (but in no event less than the limits required of Tenant pursuant to
Section 13.2). Landlord hereby waives its right of recovery against Tenant and
re-leases Tenant from any and all liabilities, claims and losses for which
Tenant may otherwise be liable to the extent Landlord receives insurance
proceeds on account thereof.

                                   ARTICLE XIV
                             SERVICES AND UTILITIES

     14.1 Subject to Tenant's obligations specified in this Lease: (a) Landlord
will furnish to the Premises air-conditioning and heating during the seasons
they are required in Landlord's reasonable judgment; and (b) Landlord will
provide janitorial service on Monday through Friday (or. at Landlord's option,
Sunday through Thursday) only (excluding legal public holidays), electricity
sufficient for lighting purposes and normal office use only, water, elevator
service (with at least one (1) elevator in operation at all times, except in the
event of an emergency), and exterior window-cleaning service. If Tenant requires
air-conditioning or heat beyond the Building Hours, then Landlord will furnish
the same, provided Tenant gives Landlord a minimum of twenty-four (24) hours
advance written notice of such requirement (which notice must be received by
Landlord prior to 5:00 p.m. on a business day). Tenant shall pay for such extra
service in accordance with Landlord's then-current schedule for all building
occupants (currently thirty dollars ($30) per hour per unit and in all cases a
minimum of four (4) hours shall be charged). Notwithstanding anything above to
the contrary, Tenant shall have access to the Building twenty-four (24) hours
per day each day of the year (except in the event of an emergency).

     14.2 Landlord may install checkmeters to electrical circuits serving
Tenant's equipment to verify that Tenant is not consuming excessive electricity.
"Excessive Electricity" shall be de-fined as electricity usage greater than six
(6) watts per rentable square foot on average, excluding electricity for ceiling
lighting and HVAC. If such checkmeters indicate that Tenant's electricity
consumption is excessive, then Landlord may install at Tenant's expense
submeters to ascertain Tenant's actual electricity consumption, and Tenant shall
thereafter pay for such consumption at the then-current price per kilowatt hour
charged Landlord by the utility.

     14.3 Tenant shall reimburse Landlord for the cost of any excess water,
sewer and chiller usage in the Premises. Excess usage shall mean the excess of
the estimated usage in the Premises (per square foot of rentable area) during
any billing period over the average usage (per square foot of rentable area)
during the same period for the entire Building, as reasonably calculated by
Landlord.

                                   ARTICLE XV
                              LIABILITY OF LANDLORD

     15.1 Landlord, its employees and agents shall not be liable to Tenant, any
Invitee or any other person or entity for any damage (including indirect and
consequential damage), injury, loss or claim (including claims for the
interruption of or loss to business) based on or arising out of any cause
whatsoever (except as

<PAGE>

otherwise provided in this Section), including without limitation the following:
repair to any portion of the Premises or the Building; temporary interruption in
the use of the Premises or any equipment therein; any accident or damage
resulting from any use or operation (by Landlord, Tenant or any other person or
entity) of elevators or heating, cooling, electrical, sewerage or plumbing
equipment or apparatus; termination of this Lease by reason of damage to the
Premises or the Building; any fire, robbery, theft, vandalism, mysterious
disappearance or any other casualty; actions of any other tenant of the Building
or of any other person or entity; temporary failure or inability to furnish any
service specified in this Lease; and leakage in any part of the Premises or the
Building from water, rain, ice or snow that may leak into, or flow from, any
part of the Premises or the Building, or from drains, pipes or plumbing fixtures
in the Premises or the Building. If any condition exists which may be the basis
of a claim of constructive eviction, then Tenant shall give Landlord written
notice thereof and a reasonable opportunity to correct such condition and in the
interim Tenant shall not claim that it has been constructively evicted or is
entitled to a rent abatement. Any property placed by Tenant or any Invitee in or
about the Premises or the Building shall be at the sole risk of Tenant, and
Landlord shall not in any manner be held responsible therefor. Any person
receiving an article delivered for Tenant shall be acting as Tenant's agent for
such purpose and not as Landlord's agent. Notwithstanding the foregoing
provisions of this Section, Landlord shall not be released from liability to
Tenant for any physical injury to any natural person or damage to Tenant's
property caused by Landlord's gross negligence or willful misconduct to the
extent such injury or damage is not covered by insurance (a) carried by Tenant
or such person, or (b) required by this Lease to be carried by Tenant; provided,
however, that Landlord shall not under any circumstances be liable for any
consequential or indirect damages.

     15.2 (a) Except to the extent arising out of Landlord's gross negligence or
willful misconduct and as otherwise provided in Article XIII, Tenant shall
reimburse Landlord, its employees and agents for, and shall indemnify, defend
upon request and hold them harmless from and against all costs, damages, claims,
liabilities, expenses (including reasonable attorneys' fees), losses, penalties
and court costs suffered by or claimed against them, directly or indirectly,
based on or arising out of, in whole or in part, (a) use and occupancy of the
Premises or the business conducted therein by Tenant or its Invitees, (b) any
act or omission of Tenant or any Invitee, (c) any breach of Tenant's obligations
under this Lease, including failure to comply with Laws or surrender the
Premises upon the expiration or earlier termination of the Lease Term, or (d)
any entry by Tenant or any Invitee upon the Land prior to the Lease Commencement
Date.

          (b) Except as otherwise provided in Article XIII, Landlord hereby
agrees to indemnify and hold Tenant harmless from and against all costs,
damages, claims, liabilities and expenses (including reasonable attorney's fees)
suffered by or claimed against Tenant, directly arising out of (i) any accident,
injury or damage caused to any person on or about the common or public areas of
the Building within Landlord's exclusive control during the Lease Term, (ii)
Landlord's failure to comply with applicable Laws which Landlord is required to
comply with or (iii) any breach or default by Landlord in the performance or
observance of its covenants or obligations under this Lease; except, to the
extent such accident, injury, damage, failure, breach or default is a result of
or in any way caused by Tenant's or any of Tenant Invitees and except, further,
that Landlord's obligation to indemnify Tenant pursuant to this Section shall be
applicable and shall be enforceable only to the extent that Tenant has suffered
an actual and demonstrable loss directly and solely caused by the breach or
default by Landlord in the performance or observance of its covenants or
obligations under this Lease; and provided, however, that, notwithstanding any
other provision of this Lease to the contrary, in no event shall Landlord have
any liability to Tenant for claims based on the interruption of or loss to
Tenant's business or for any indirect losses or consequential damages whatsoever
or for claims for which Tenant is insured or required under this Lease to be
insured. Notwithstanding anything to the contrary in this Section or elsewhere
in this Lease, this Section 15.2(b) shall not apply to the holder of any
Mortgage (as defined in Section 21.1).

     15.3 No landlord hereunder shall be liable for any obligation or liability
based on or arising out of any event or condition occurring during the period
that such landlord was not the owner of the Building or a landlord's interest
therein. Within five (5) days after request, Tenant shall attorn to such
transferee and execute, acknowledge and deliver any document submitted to Tenant
confirming such attornment.

     15.4 Tenant shall not have the right to set off or deduct any amount
allegedly owed to Tenant pursuant to any claim against Landlord from any rent or
other sum payable to Landlord. Tenant's sole remedy for recovering upon such
claim shall be to institute an independent action against Landlord, which action

<PAGE>

shall not be consolidated with any action of Landlord. Notwithstanding the
foregoing, in the event Tenant institutes an independent action against Landlord
and is awarded a money judgment, and provided that such judgment is either
affirmed on appeal by the highest court for which an appeal thereof may be filed
or the time for filing such an appeal has expired, then in such event, and only
in such event, if Landlord fails to pay such judgment within thirty (30) days
after the same is entered into, Tenant may deduct the amount of such money
judgment from the next monthly installment or installments of Base Rent due
hereunder; provided, however, that Tenant shall not have the right to deduct the
amount of such money judgment from any rent that may become payable to the
holder of any Mortgage (or any other party claiming through such holder) as a
result of the exercise by such holder (or other party) of any of its rights or
remedies as a secured party under such Mortgage. 15.5 If Tenant or any Invitee
is awarded a money judgment against Landlord, then re-course for satisfaction of
such judgment shall be limited to execution against Landlord's estate and
interest in the Building including sales proceeds. No other asset of Landlord,
any partner, director, member, officer or trustee of Landlord (each, an
"officer") or any other person or entity shall be available to satisfy or be
subject to such judgment, nor shall any officer or other person or entity be
held to have personal liability for satisfaction of any claim or judgment
against Landlord or any officer.

                                   ARTICLE XVI
                                      RULES

     16.1 Tenant and Invitees shall at all times abide by and observe the rules
specified in Exhibit C. Tenant and Invitees shall also abide by and observe any
other reasonable rule that Landlord may promulgate from time to time for the
operation and maintenance of the Building, provided that notice thereof is given
and such rule is not inconsistent with the provisions of this Lease. All rules
shall be binding upon Tenant and enforceable by Landlord as if they were
contained herein. Nothing contained in this Lease shall be construed as imposing
upon Landlord any duty or obligation to enforce such rules, or the terms,
conditions or 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 by any other tenant or its employees, agents, assignees, subtenants,
invitees or licensees. Landlord shall use reasonable efforts not to enforce any
rule or regulation in a manner which unreasonably discriminates among similarly
situated tenants.

                                  ARTICLE XVII
                              DAMAGE OR DESTRUCTION

     17.1 If the Premises or the Building are totally or partially damaged or
destroyed thereby rendering the Premises totally or partially inaccessible or
unusable, then Landlord shall notify Tenant of its reasonable estimate of the
time required to repair and restore the Premises and shall diligently repair and
restore the Premises and the Building to substantially the same condition they
were in prior to such damage or destruction; provided, however, that if in
Land-lord's judgment such repair and restoration cannot be completed within
ninety (90) days after the occurrence of such damage or destruction, then
Landlord shall have the right to terminate this Lease by giving written notice
of termination within sixty (60) days after the occurrence of such damage or
destruction. If this Lease is terminated pursuant to this Article, then rent
shall be apportioned (based on the portion of the Premises which is usable after
such damage or destruction) and paid to the date of damage. If this Lease is not
terminated as a result of such damage or destruction, then until such repair and
restoration of the Premises are substantially complete, Tenant shall be required
to pay rent only for the portion of the Premises that is usable while such
re-pair and restoration are being made; provided, however, that if such damage
or destruction was caused by the act or omission of Tenant or any Invitee, then
Tenant shall not be entitled to any such rent reduction (except to the extent
Landlord receives rent loss insurance proceeds therefor); and further provided
that if Landlord reasonably determines that the portion of the Premises that is
not affected by the damage or destruction is not reasonably useable, then the
rental abatement described above shall apply to the entire Premises until such
time as any portion of the Premises becomes reasonably usable. After receipt of
all insurance proceeds (including proceeds of insurance maintained by Tenant),
Landlord shall proceed with and bear the expenses of such repair and restoration
of the Premises and the Building; provided, however, that (a) if such damage or
destruction was caused by the act or omission of Tenant or any Invitee, then
Tenant shall pay Landlord's deductible and the amount by which such expenses
exceed the insurance proceeds, if any, actually received by Landlord on account
of such damage or destruction, (b) Tenant shall pay the amount by which the cost
of restoring any item which Landlord is required to restore and Tenant is
required to insure

<PAGE>

exceeds the insurance proceeds received with respect thereto (Landlord hereby
agreeing to use commercially reasonable efforts to collect insurance proceeds
provided it determines the same is in the best interests of the Building tenants
as a whole), and (c) Landlord shall not be required to repair or restore any of
the original tenant improvements installed pursuant to Exhibit B (except for the
Building Standard Allowance provided by Land-lord, to the extent the same were
originally incorporated into the Premises), any Alterations or any other
contents of the Premises (including, without limitation, Tenant's trade
fixtures, decorations, furnishings, equipment or personal property).
Notwithstanding anything herein to the contrary, Landlord shall have the right
to terminate this Lease if (1) insurance proceeds are insufficient to pay the
full cost of such repair and restoration, (2) the holder of any Mortgage fails
or refuses to make such insurance proceeds available for such repair and
restoration, (3) zoning or other applicable Laws or regulations do not permit
such repair and restoration, or (4) the damage to the Building exceeds
twenty-five percent (25%) of the replacement value of the Building.

     17.2 If, within forty-five (45) days after the occurrence of the damage or
destruction described in Section 17.1, Landlord determines in its sole but
reasonable judgment that the re-pairs and restoration cannot be substantially
completed within two hundred seventy (270) days after the date of such damage or
destruction, and provided Landlord does not elect to terminate this Lease
pursuant to this Article, then Landlord shall promptly notify Tenant of such
determination. For a period continuing through the later of the thirtieth (30th)
day after the occurrence of the damage or destruction or the tenth (10th) day
after receipt of such notice, Tenant shall have the right to terminate this
Lease by providing written notice to Landlord (which date of such termination
shall be not more than thirty (30) days after the date of Tenant's notice to
Landlord). Notwithstanding any of the foregoing to the contrary, Tenant shall
not have the right to terminate this Lease if the act or omission of Tenant or
any Invitee shall have caused the damage or destruction.

                                  ARTICLE XVIII
                                  CONDEMNATION

     18.1 If one-third or more of the Premises, or the use or occupancy thereof,
shall be taken or condemned by any governmental or quasi-governmental authority
for any public or quasi-public use or purpose or sold under threat of such a
taking or condemnation (collectively, "condemned"), then this Lease shall
terminate on the day prior to the date title thereto vests in such authority and
rent shall be apportioned as of such date. If less than one-third of the
Premises or occupancy thereof is condemned, then this Lease shall continue in
full force and effect as to the part of the Premises not so condemned, except
that as of the date title vests in such authority Tenant shall not be required
to pay rent with respect to the part of the Premises so condemned.
Notwithstanding anything herein to the contrary, if twenty-five percent (25%) or
more of the Land or the Building is condemned, then whether or not any portion
of the Premises is condemned, Landlord shall have the right to terminate this
Lease as of the date title vests in such authority.

     18.2 All awards, damages and other compensation paid on account of such
condemnation shall belong to Landlord, and Tenant assigns to Landlord all rights
to such awards, damages and compensation. Tenant shall not make any claim
against Landlord or such authority for any portion of such award, damages or
compensation attributable to damage to the Premises, value of the unexpired
portion of the Lease Term, loss of profits or goodwill, leasehold improvements
or severance damages. Nothing contained herein, however, shall prevent Tenant
from pursuing a separate claim against the authority for relocation expenses and
for the value of furnishings, equipment and trade fixtures installed in the
Premises at Tenant's expense and which Tenant is entitled pursuant to this Lease
to remove at the expiration or earlier termination of the Lease Term, provided
that such claim shall in no way diminish the award, damages or compensation
payable to or recoverable by Landlord in connection with such condemnation.

                                   ARTICLE XIX
                                     DEFAULT

     19.1 Each of the following shall constitute an "Event of Default": (a)
Tenant's failure to make when due any payment of the Base Rent, additional rent
or other sum; provided, however. that with respect to the first two (2) such
failures in any twelve (12) month period only, no Event of Default shall be
deemed to have occurred unless such failure continues for a period of five (5)
days after Landlord delivers written notice

<PAGE>

thereof to Tenant; (b) Tenant's failure to per-form or observe any covenant or
condition of this Lease not otherwise specifically described in this Section
19.1, which failure shall continue for a period of ten (10) business days after
Land-lord sends written notice thereof, provided, however, that if such cure
cannot reasonably be effected within such ten (10) business day period and
Tenant begins such cure promptly within such ten (10) business day period and is
pursuing such cure in good faith and with diligence and continuity during such
ten (10) business day period, then Tenant shall have such additional time up to
an additional twenty (20) days as is reasonably necessary to effect such cure;
(c) [Intention-ally Deleted] (d) an Event of Bankruptcy as specified in Article
XX; (e) Tenant's dissolution or liquidation; or (f) any Environmental Default as
specified in Section 6.3.

     19.2 If there shall be an Event of Default (even if prior to the Lease
Commencement Date), then the provisions of this Section shall apply. Landlord
shall have the right, at its sole option (but not its exclusive remedy), to
terminate this Lease. In addition, with or without terminating this Lease,
Landlord may re-enter the Premises pursuant to applicable judicial process,
terminate Tenant's right of possession and take possession of the Premises. The
provisions of this Article shall operate as a notice to quit, and Tenant hereby
waives any other notice to quit or notice of Landlord's intention to re-enter
the Premises or terminate this Lease. If necessary, Landlord may proceed to
recover possession of the Premises under applicable Laws, or by such other
proceedings, including re-entry and possession, as may be applicable. If
Landlord elects to terminate this Lease and/or elects to terminate Tenant's
right of possession, everything contained in this Lease on the part of Landlord
to be done and performed shall cease without prejudice, however, to Tenant's
liability for all Base Rent, additional rent and other sums specified herein.
Whether or not this Lease and/or Tenant's right of possession is terminated,
Landlord shall have the right, at its sole option, to grant or withhold any
consent or approval pursuant to this Lease in its sole and absolute discretion.
Tenant hereby expressly waives, for itself and all persons claiming by, through
or under it, any right of redemption, re-entry or restoration of the operation
of this Lease under any present or future Law, including without limitation any
such right which Tenant would otherwise have in case Tenant shall be
dispossessed for any cause, or in case Landlord shall obtain possession of the
Premises as herein provided. Landlord may relet the Premises or any part
thereof, alone or together with other premises, for such term(s) (which may
extend beyond the date on which the Lease Term would have expired but for
Tenant's default) and on such terms and conditions (which may include any
concessions or allowances granted by Landlord) as Landlord, in its sole and
absolute discretion, may determine, but Landlord shall not be liable for, nor
shall Tenant's obligations hereunder be diminished by reason of, any failure by
Landlord to relet all or any portion of the Premises or to collect any rent due
upon such reletting. Whether or not this Lease is terminated or any suit is
instituted, Tenant shall be liable for any Base Rent, additional rent, damages
or other sum which may be due or sustained prior to such default, and for all
costs, fees and expenses (including, but not limited to, attorneys' fees and
costs, brokerage fees, expenses incurred in placing the Premises in first-class
rentable condition, advertising expenses, and any concessions or allowances
granted by Landlord) incurred by Landlord in pursuit of its remedies hereunder
and/or in recovering possession of the Premises and renting the Premises to
others from time to time. Tenant also shall be liable for additional damages
which at Landlord's election shall be either (a) an amount equal to the Base
Rent and additional rent due or which would have become due from the date of
Tenant's default through the remainder of the Lease Term, less the amount of
rental, if any, which Landlord receives during such period from others to whom
the Premises may be rented (other than any additional rent received by Landlord
as a result of any failure of such other person to perform any of its
obligations to Landlord), which amount shall be computed and payable in monthly
installments, in advance, on the first day of each calendar month following
Tenant's default and continuing until the date on which the Lease Term would
have expired but for Tenant's default, it being understood that separate suits
may be brought from time to time to collect any such damages for any month(s)
(and any such separate suit shall not in any manner prejudice the right of
Landlord to collect any damages for any subsequent month(s)), or Landlord may
defer initiating any such suit until after the expiration of the Lease Term (in
which event such deferral shall not be construed as a waiver of Landlord's
rights as set forth herein and Landlord's cause of action shall be deemed not to
have accrued until the expiration of the Lease Term); or (b) an amount equal to
the difference between (i) all Base Rent, additional rent and other sums due or
which would be due and payable under this Lease as of the date of Tenant's
default through the end of the scheduled Lease Term, and (ii) the fair market
value rental of the Premises over the same period (net of all expenses
(including attorneys' fees) and all vacancy periods reasonably projected by
Landlord to be incurred in connection with the reletting of the Premises), as
determined by Landlord in its sole and absolute discretion, which difference
shall be discounted at a rate equal to one (1) whole percentage point

<PAGE>

above the discount rate in effect on the date of payment at the Federal Reserve
Bank nearest the Building, and which resulting amount shall be payable to
Landlord in a lump sum on demand, it being understood that upon payment of such
liquidated and agreed final dam-ages, Tenant shall be released from further
liability under this Lease with respect to the period after the date of such
payment, and that Landlord may bring suit to collect any such damages at any
time after an Event of Default shall have occurred. The provisions contained in
this Section 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. Nothing herein shall be construed to affect or prejudice Landlord's right
to prove, and claim in full, unpaid rent accrued prior to termination of this
Lease. If Landlord is entitled, or Tenant is required, pursuant to any provision
hereof to take any action upon the termination of the Lease Term, then Landlord
shall be entitled, and Tenant shall be required, to take such action also upon
the termination of Tenant's right of possession.

     19.3 Except to the extent such rights or remedies have been waived or
otherwise limited or restricted in this Lease, all rights and remedies of
Landlord and Tenant set forth in this Lease are cumulative and in addition to
all other rights and remedies available to such party at law or in equity,
including specific performance and those available as a result of any
anticipatory breach of this Lease. The exercise by either party of any such
right or remedy shall not prevent the concurrent or subsequent exercise of any
other right or remedy. Except as otherwise set forth herein, no delay or failure
by either party to exercise or enforce any of such party's rights or remedies or
the other party's obligations shall constitute a waiver of any such rights,
remedies or obligations. Except as otherwise set forth herein, neither party
shall be deemed to have waived any default by the other party unless such waiver
expressly is set forth in a written instrument signed by the waiving party. If
either party waives in writing any default by the other party, 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, then 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 monthly installment 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. Landlord may
accept the same without prejudice to Landlord's right to recover the balance of
such rent or other sums or to pursue any other remedy. Notwithstanding any
request or designation by Tenant, Landlord may apply any payment received from
Tenant to any payment then due. 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 fails to make any payment to any third party (where such
failure could have an adverse impact on Landlord or the Building) or to do any
act herein required to be made or done by Tenant within the time period
specified herein (taking into account applicable notice and cure periods), then
Landlord may, but shall not be required to, make such payment or do such act.
The taking of such action by Landlord shall not be considered a cure of such
default by Tenant or prevent Landlord from pursuing any remedy it is otherwise
entitled to in connection with such default. If Landlord elects to make such
payment or do such act, then all expenses incurred by Landlord, plus interest
thereon at a rate (the "Default Rate") equal to the greater of fifteen percent
(15%) per annum or the rate per annum which is five (5) whole percentage points
higher than the prime rate published in the Money Rates section of the Wall
Street Journal, from the date incurred by Landlord to the date of payment
thereof by Tenant, shall constitute additional rent due hereunder; provided,
however, that nothing contained herein shall be construed as permitting Landlord
to charge or receive interest in excess of the maximum rate then allowed by law.

     19.6 If Tenant fails to make any payment of Base Rent, additional rent or
any other sum on or before the fifth (5th) day after the date such payment is
due and payable (without regard to any cure period specified in Section 19.1),
then Tenant shall pay to Landlord a late charge of five percent (5%) of the
amount of such payment. In addition, such payment shall bear interest at the
Default 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 Land-lord to charge or receive interest in excess of the
maximum rate then allowed by law. Such late charge and interest shall constitute
additional rent due hereunder without any notice or demand.

<PAGE>

     19.7 If more than one natural person or entity shall constitute Tenant,
then the liability of each such person or entity shall be joint and several. If
Tenant is a general partnership or other entity the partners or members of which
are subject to personal liability, then the liability of each such partner or
member shall be joint and several. No waiver, release or modification of the
obligations of any such person or entity shall affect the obligations of any
other such person or entity.

                                   ARTICLE XX
                                   BANKRUPTCY

     20.1 An "Event of Bankruptcy" is the occurrence with respect to any of
Tenant, a Guarantor or any other person liable for Tenant's obligations
hereunder (including, without limitation, any general partner of Tenant (a
"General Partner")) of any of the following: (a) such person 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 (the "Insolvency Laws"); (b)
appointment of a receiver or custodian for any property of such person, or the
institution of a fore-closure or attachment action upon any property of such
person; (c) filing by such person of a voluntary petition under the provisions
of the Bankruptcy Code or Insolvency Laws; (d) filing of an involuntary petition
against such person as the subject debtor under the Bankruptcy Code or
Insolvency Laws, which either (1) is not dismissed within thirty (30) days after
filing, or (2) results in the issuance of an order for relief against the
debtor; or (e) such person making or consenting to an assignment for the benefit
of creditors or a composition of creditors; (f) such person submitting (either
before or after execution hereof) to Landlord any financial statement containing
any material inaccuracy or omission; or (g) a decrease by fifty percent (50%) or
more of such person's net worth below the net worth of such person as of the
date hereof. At any time upon not less than five (5) days' prior written notice,
Tenant shall submit such information concerning the financial condition of any
such person as Landlord may request. Tenant warrants that all such information
heretofore and hereafter submitted is and shall be correct and complete.

     20.2 Upon occurrence of an Event of Bankruptcy, Landlord and Tenant shall
have all rights and remedies available pursuant to Article XIX; provided,
however, that while a case (the "Case") in which Tenant is the subject debtor
under the Bankruptcy Code is pending, Landlord's right to terminate this Lease
shall be subject, to the extent required by the Bankruptcy Code, to any rights
of Tenant or its trustee in bankruptcy (collectively, "Trustee") to assume or
assume and assign this Lease pursuant to the Bankruptcy Code. After the
commencement of a Case: (i) Trustee shall perform all post-petition obligations
of Tenant under this Lease; and (ii) if Landlord is entitled to damages
(including, without limitation, unpaid rent) pursuant to the terms of this
Lease, then all such damages shall be entitled to administrative expense
priority pursuant to the Bankruptcy Code. Any person or entity to which this
Lease is assigned pursuant to the Bankruptcy Code shall be deemed without
further act or deed to have assumed all of the obligations arising under this
Lease on and after the date of assignment, and any such assignee shall upon
request execute and deliver to Landlord an instrument confirming such
assumption. Trustee shall not have the right to assume or assume and assign this
Lease unless Trustee agrees to promptly (a) cure all defaults under this Lease,
(b) compensate Landlord for damages incurred as a result of such defaults, (c)
provide adequate assurance of future performance on the part of Trustee as
debtor in possession or Trustee's assignee, and (d) comply with all other
requirements of the Bankruptcy Code. If Trustee fails to assume or assume and
assign this Lease in accordance with the requirements of the Bankruptcy Code,
then Trustee shall be deemed to have rejected this Lease. If this Lease is
rejected or deemed rejected, then Landlord shall have all rights and remedies
available to it pursuant to Article XIX.

                                   ARTICLE XXI
                                  SUBORDINATION

     21.1 As of the date hereof, no Mortgages encumber the Building. This Lease
is subject and subordinate to the lien, provisions, operation and effect of all
mortgages, deeds of trust, ground leases or other security instruments which may
now or hereafter encumber the Building or the Land (collectively, "Mortgages"),
to all funds and indebtedness intended to be secured thereby, and to all
renewals, extensions, modifications, recasting or refinancings thereof. The
holder of any Mortgage to which this Lease is subordinate shall have the right
(subject to any required approval of the holders of any superior Mortgage) at
any time to

<PAGE>

declare this Lease to be superior to the lien, provisions, operation and effect
of such Mortgage and Tenant shall execute, acknowledge and deliver all documents
required by such holder in confirmation thereof.

     21.2 Tenant shall at Landlord's request promptly execute any requisite or
appropriate document confirming such subordination. Tenant appoints Landlord as
Tenant's attorney-in-fact to execute any such document for Tenant. 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 Tenant's obligations hereunder in the event any
foreclosure proceeding is prosecuted or completed or in the event the Building,
the Land or Landlord's interest therein is transferred by foreclosure, by deed
in lieu of foreclosure or otherwise. If this Lease is not extinguished upon any
such transfer or by the transferee following such transfer, then, at the request
of such transferee, Tenant shall attorn to such transferee and shall recognize
such transferee as the landlord under this Lease. Tenant agrees that upon any
such attornment, such transferee shall not be (a) bound by any payment of the
Base Rent or additional rent more than one (1) month in advance, except
prepayments in the nature of security for the performance by Tenant of its
obligations under this Lease, but only to the extent such prepayments have been
delivered to such transferee, (b) bound by any amendment of this Lease made
without the con-sent of the holder of each Mortgage existing as of the date of
such amendment, (c) liable for damages for any breach, act or omission of any
prior landlord, or (d) subject to any offsets or defenses which Tenant might
have against any prior landlord; provided, however, that after succeeding to
Landlord's interest under this Lease, such transferee shall agree to perform in
accordance with the terms of this Lease all obligations of Landlord arising
after the date of transfer. Within five (5) days after the request of such
transferee, Tenant shall execute, acknowledge and deliver any requisite or
appropriate document submitted to Tenant confirming such attornment.

     21.3 If any prospective or current holder of a Mortgage requires that
modifications to this Lease be obtained, and provided that such modifications
(a) are reasonable, (b) do not adversely affect in a material manner Tenant's
use of the Premises as herein permitted, and (c) do not increase the rent and
other sums to be paid by Tenant, then Landlord may submit to Tenant an amendment
to this Lease incorporating such required modifications, and Tenant shall
execute, acknowledge and deliver such amendment to Landlord within five (5) days
after Tenant's receipt thereof.

     21.4 Upon request from Tenant, Landlord shall use reasonable efforts to
secure for Tenant a nondisturbance agreement (recognizing Tenant's rights under
this Lease) from the holder of each Mortgage hereafter encumbering the Building
and/or the Land on such holder's standard form nondisturbance agreement,
provided that Tenant shall pay as additional rent under this Lease all costs
(including reasonable attorneys' fees) incurred by Landlord in connection with
Landlord's efforts to secure such nondisturbance agreement.

                                  ARTICLE XXII
                                  HOLDING OVER

     22.1 Tenant acknowledges that it is extremely important that Landlord have
substantial advance notice of the date on which Tenant will vacate the Premises,
because Landlord will re-quire an extensive period to locate a replacement
tenant and because Landlord plans its entire leasing and renovation program for
the Building in reliance on its lease expiration dates. Tenant also acknowledges
that if Tenant fails to surrender the Premises or any portion thereof at the
expiration or earlier termination of the Lease Term, then it will be
conclusively presumed that the value to Tenant of remaining in possession, and
the loss that will be suffered by Landlord as a result thereof, far exceed the
Base Rent and additional rent that would have been payable had the Lease Term
continued during such holdover period. Therefore, if Tenant (or anyone claiming
through Tenant) does not immediately surrender the Premises or any portion
thereof upon the expiration or earlier termination of the Lease Term, then the
rent payable by Tenant hereunder shall be increased to equal the greater of (1)
fair market rent for the entire Premises, or (2) one hundred fifty percent
(150%) of the Base Rent, additional rent and other sums that would have been
payable pursuant to the provisions of this Lease if the Lease Term had continued
during such holdover period. Such rent shall be computed by Landlord and paid by
Tenant on a monthly basis and shall be payable on the first day of such holdover
period and the first day of each calendar month thereafter during such holdover
period until the Premises have been vacated. Notwithstanding any other provision
of this Lease, Landlord's acceptance of such rent shall not in any manner
adversely affect Landlord's other rights and remedies, including Landlord's
right to evict Tenant and to recover all damages. Any such

<PAGE>

holdover shall be deemed to be a tenancy-at-sufferance and not a tenancy-at-will
or tenancy from month-to-month. In no event shall any holdover be deemed a
permitted extension or renewal of the Lease Term, and nothing contained herein
shall be construed to constitute Landlord's consent to any holdover or to give
Tenant any right with respect thereto.

                                  ARTICLE XXIII
                              COVENANTS OF LANDLORD

     23.1 Landlord covenants that it has the right to enter into this Lease, and
that if Tenant shall perform timely all of its obligations hereunder, then,
subject to the provisions of this Lease, Tenant shall during the Lease Term
peaceably and quietly occupy and enjoy the full possession of the Premises
without hindrance by Landlord or any party claiming through or under Landlord.

     23.2 Landlord reserves the following rights: (a) to change the street
address and name of the Building; (b) to change the arrangement and location of
entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets
or other public parts of the Building; (c) to erect, use and maintain pipes,
wires, structural supports, ducts and conduits in and through the Premises
provided the same does not unreasonably interfere with Tenant's conduct of its
business in the Premises; (d) to grant to anyone the exclusive right to conduct
any particular business in the Building not inconsistent with Tenant's permitted
use of the Premises; (e) to exclusively use and/or lease the roof areas, the
sidewalks and other exterior areas; (f) to resubdivide the Land or to combine
the Land with other lands; (g) to relocate any parking areas designated for
Tenant's use; (h) if Tenant vacates the Premises prior to the expiration of the
Lease Term, to make Alterations to or otherwise prepare the Premises for
reoccupancy without relieving Tenant of its obligation to pay all Base Rent,
additional rent and other sums due under this Lease through such expiration; (i)
to construct improvements (including kiosks) on the Land and in the public and
common areas of the Building; (j) to prohibit smoking in the entire Building or
portions thereof (including the Premises), so long as such prohibitions are in
accordance with applicable law; and (k) if any excavation or other substructure
work shall be made or authorized to be made upon land adjacent to the Building
or the Land, to enter the Premises for the purpose of doing such work as is
required to preserve the walls of the Building and to preserve the land from
injury or damage and to support such walls and land by proper foundations.
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 of Tenant's
business or use or occupancy of the Premises.

                                  ARTICLE XXIV
                                     PARKING

     24.1 During the Lease Term, upon the request of Tenant, Landlord agrees to
make available to Tenant and its employees parking permits for the unreserved
parking of standard-sized passenger automobiles on a surface parking lot
adjacent to the Building or other parking facilities provided by Landlord (the
"Parking Lot") in an amount equal to one permit for each two hundred fifty (250)
square feet of rentable area of the Premises on a nonexclusive, unassigned.
first-come, first-served basis; provided, however, that two (2) of such permits
shall be for reserved parking spaces in a location designated (or redesignated)
by Landlord from time to time.

There shall be no charge for such permit during the initial term of the Lease.
Tenant and its employees shall observe reasonable safety precautions in the use
of the Parking Lot and shall at all times abide by all rules and regulations
governing the use of the Parking Lot promulgated by Landlord. Landlord does not
assume any responsibility, and shall not be held liable, for any damage or loss
to any automobile or personal property in or about the Parking Lot, or for any
injury sustained by any person in or about the Parking Lot. Landlord reserves
the right in its absolute discretion to determine whether the parking facilities
are becoming crowded and to allocate and assign parking spaces among Tenant and
the other tenants. Tenant shall not use parking areas for the overnight storage
of vehicles. Landlord reserves the right to designate any portion of the Parking
Lot for reserved parking and to charge Tenant market rates for parking rights
during any renewal or extension of this Lease. Within ten (10) days after
Landlord's request therefor, Tenant shall provide to Landlord a list of all cars
of its employees authorized to park in the Parking Lot (including make, model,
color and license plate number). Thereafter, Tenant shall update such list
promptly after any change thereto.

<PAGE>

                                   ARTICLE XXV
                               GENERAL PROVISIONS

     25.1 Tenant acknowledges that neither Landlord nor any broker, agent or
employee of Landlord has made any representation or promise with respect to the
Premises or the Building except as herein expressly set forth, and no right,
privilege, easement or license is being acquired by Tenant except as herein
expressly set forth.

     25.2 Nothing contained in this Lease shall be construed as creating any
relationship between Landlord and Tenant other than that of landlord and tenant.
Tenant shall not use the name of the Building for any purpose other than as the
address of the business to be conducted by Tenant in the Premises, use the name
of the Building as Tenant's business address after Ten-ant vacates the Premises,
or do or permit to be done anything in connection with Tenant's business or
advertising which in the reasonable judgment of Landlord may reflect unfavorably
on Landlord or the Building or confuse or mislead the public as to any apparent
connection or relationship between Landlord, the Building and Tenant.

     25.3 Landlord and Tenant each warrants to the other that in connection with
this Lease it has not employed or dealt with any broker, agent or finder, other
than the Broker(s). Landlord acknowledges that Landlord shall pay any commission
or fee due to the Broker(s) pursuant to a separate agreement. Tenant shall
indemnify and hold Landlord harmless from and against any claim for brokerage or
other commissions asserted by any broker, agent or finder employed by Tenant or
with whom Tenant has dealt, other than the Broker(s). Landlord shall indemnify
and hold Tenant harmless from and against any claim against Tenant for brokerage
or other commissions asserted by any broker, agent or finder employed by
Landlord or with whom Landlord has dealt, other than the Brokers.

     25.4 At any time and from time to time, upon not less than ten (10) days'
prior written notice, Tenant and each subtenant, assignee, licensee or
concessionaire or occupant of Tenant shall execute, acknowledge and deliver to
Landlord and/or any other person or entity designated by Landlord, a written
statement certifying: (a) that this Lease is unmodified and in full force and
effect (or if there have been modifications, that this Lease is in full force
and effect as modified and stating the modifications); (b) the dates to which
the rent and any other charges have been paid; (c) whether or not Landlord is in
default in the performance of any obligation, and if so, specifying the nature
of such default; (d) the address to which notices to Tenant are to be sent; (e)
that this Lease is subject and subordinate to all Mortgages encumbering the
Building or the Land; (f) that Tenant has accepted the Premises and that all
work thereto has been completed (or if such work has not been completed,
specifying the incomplete work); and (g) such other matters as Landlord may
reasonably request. Any such statement may be relied upon by any owner of the
Building or the Land, any prospective purchaser of the Building or the Land, any
holder or prospective holder of a Mortgage or any other person or entity. Tenant
acknowledges that time is of the essence to the delivery of such statements and
that Tenant's failure to deliver timely such statements may cause substantial
damages resulting from, for example, delays in obtaining financing secured by
the Building. Tenant shall be liable for all such damages. If any such statement
is not delivered timely by Tenant, then all matters contained in such statement
shall be deemed true and accurate.

     25.5 LANDLORD, TENANT, ALL GUARANTORS AND ALL GENERAL PARTNERS EACH WAIVES
TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT 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. TENANT CONSENTS
TO SERVICE OF PROCESS AND ANY PLEADING RELATING TO ANY SUCH ACTION AT THE
PREMISES; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL BE CONSTRUED AS REQUIRING
SUCH SERVICE AT THE PREMISES. LANDLORD, TENANT, ALL GUARANTORS AND ALL GENERAL
PARTNERS EACH WAIVES ANY OBJECTION TO THE VENUE OF ANY ACTION FILED IN ANY COURT
SITUATED IN THE JURISDICTION IN WHICH THE BUILDING IS LOCATED, AND WAIVES ANY
RIGHT, CLAIM OR POWER, UNDER THE DOCTRINE OF FORUM NON CONVENIENS OR OTHERWISE,
TO TRANSFER ANY SUCH ACTION TO ANY OTHER COURT.

<PAGE>

     25.6 All notices or other communications required under this Lease shall be
in writing and shall be deemed duly given and received when delivered in person
(with receipt therefor), on the next business day after deposit with a
recognized overnight delivery service, or on the third day after being sent by
certified or registered mail, return receipt requested, postage prepaid, to the
following addresses: (a) if to Landlord, at the Landlord Notice Address
specified in Article I, with a copy to Shaw, Pittman, Potts & Trowbridge, 2300 N
Street, N.W., Washington, D.C. 20037, Attention: Anne K. Planning, Esq.; (b) if
to Tenant, at the Tenant Notice Address specified in Article I. Either party may
change its address for the giving of notices by notice given in accordance with
this Section. If Landlord or the holder of any Mortgage notifies Tenant that a
copy of any notice to Landlord shall be sent to such holder at a specified
address, then Tenant shall send (in the manner specified in this Section and at
the same time such notice is sent to Landlord) a copy of each such notice to
such holder, and no such notice shall be considered duly sent unless such copy
is so sent to such holder. Any such holder shall have thirty (30) days, after
receipt of such notice to cure any Landlord default before Tenant may exercise
any remedy. Any cure of Landlord's default by such holder shall be treated as
performance by Landlord.

     25.7 Each provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law. If any provision of this Lease or the
application thereof to any person or circumstance shall to any extent be invalid
or unenforceable, then such provision shall be deemed to be replaced by the
valid and enforceable provision most substantively similar to such invalid or
unenforceable provision, and the remainder of this Lease and 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. Nothing contained in
this Lease shall be construed as permitting Landlord to charge or receive
interest in excess of the maximum rate allowed by law.

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

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

     25.10 This Lease contains and embodies the entire agreement of the parties
hereto and supersedes all prior agreements, negotiations, letters of intent,
proposals, representations, warranties, understandings, suggestions and
discussions, whether written or oral, between the parties hereto. Any
representation, inducement, warranty, understanding or agreement that is not
expressly set forth in this Lease shall be of no force or effect. Without
limiting the generality of the foregoing, Tenant acknowledges that Tenant has
made an independent investigation of the potential for success at the Building
and has not relied on any representation, implication or suggestion of Landlord
in connection therewith, and that Landlord has not represented, implied or
suggested that Tenant would be given an exclusive use for the operation of the
business to be conducted in the Premises. This Lease may be modified or changed
in any manner only by an instrument signed by both parties. This Lease includes
and incorporates all Exhibits attached hereto.

     25.11 This Lease shall be governed by the Laws of the jurisdiction in which
the Building is located. There shall be no presumption that this Lease be
construed more strictly against the party who itself or though its agent
prepared it, it being agreed that all parties hereto have participated in the
preparation of this Lease and that each party had the opportunity to consult
legal counsel before the execution of this Lease.

     25.12 Headings are used for convenience and shall not be considered when
construing this Lease.

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

<PAGE>

     25.14 Time is of the essence with respect to each of Tenant's and
Landlord's obligations hereunder.

     25.15 This Lease may be executed in multiple counterparts, each of which
shall be deemed an original and all of which together constitute one and the
same document. Faxed signatures shall have the same binding effect as original
signatures.

     25.16 Neither this Lease nor a memorandum thereof shall be recorded.

     25.17 Landlord reserves the right to make reasonable changes and
modifications to the plans and specifications for the Building without Tenant's
consent, provided such changes or modifications do not materially and adversely
change the character of the Building.

     25.18 The rentable area in the Building and in the Premises shall be
determined by Landlord's architect in accordance with the Building Owners' and
Managers' Association ("BOMA") June 7, 1996 standard method of measurement for
office buildings, including those areas of the first floor common to all
tenants, prorated throughout the Building.

     25.19 Except as otherwise provided in this Lease, any additional rent or
other sum owed by Tenant to Landlord, and any cost, expense, damage or liability
incurred by Landlord for which Tenant is liable, shall be considered additional
rent payable pursuant to this Lease to be paid by Tenant no later than ten (10)
days after the date Landlord notifies Tenant of the amount thereof.

     25.20 Tenant's liabilities and obligations with respect to the period prior
to the expiration or earlier termination of the Lease Term shall survive such
expiration or earlier termination.

     25.21 If Landlord is in any way delayed or prevented from performing any
obligation due to fire, act of God, governmental act or failure to act, strike,
labor dispute, inability to procure materials, or any cause beyond Landlord's
reasonable control (whether similar or dissimilar to the foregoing events), then
the time for performance of such obligation shall be excused for the period of
such delay or prevention and extended for a period equal to the period of such
de-lay, interruption or prevention.

     25.22 Landlord's review, approval and consent powers (including the right
to review plans and specifications) are for its benefit only. Such review,
approval or consent (or conditions imposed in connection therewith) shall be
deemed not to constitute a representation concerning legality, safety or any
other matter.

     25.23 The deletion of any printed, typed or other portion of this Lease
shall not evidence the parties' intention to contradict such deleted portion.
Such deleted portion shall be deemed not to have been inserted in this Lease.

     25.24 At the expiration or earlier termination of the Lease Term, Tenant
shall deliver to Landlord all keys and security cards to the Building and the
Premises, whether such keys were furnished by Landlord or otherwise procured by
Tenant, and shall inform Landlord of the combination of each lock, safe and
vault, if any, in the Premises.

     25.25 Tenant and the person executing and delivering this Lease on Tenant's
behalf each represents and warrants that such person is duly authorized to so
act; that Tenant is duly organized, is qualified to do business in the
jurisdiction in which the Building is located, is in good standing under the
Laws of the state of its organization and the Laws of the jurisdiction in which
the Building is located, and has the power and authority to enter into this
Lease; and that all action required to authorize Tenant and such person to enter
into this Lease has been duly taken.

     25.26 Any elimination or shutting off of light, air, or view by any
structure which may be erected on lands adjacent to the Building shall in no way
affect this Lease or impose any liability on Landlord.

     25.27 For purposes of Section 55-2, Code of Virginia (1950), as amended,
this Lease is and shall

<PAGE>

be deemed to be a deed of lease. For purposes of Section 55-218.1, Code of
Virginia (1950), as amended, Landlord's resident agent is Peter Lawrence of
Virginia, Inc., 11440 Isaac Newton Square North, Suite 208, Reston, VA 20190.

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

WITNESS:                                LANDLORD

                                        APA PROPERTIES NO. 1, LP, a
                                        Delaware limited

                                        LANDLORD

                                        APA PROPERTIES NO. 1, L.P.
                                        limited partnership, by its Agent
                                        Peter Lawrence of Virginia Inc.


/s/ Kristopher M. Hoover                By: /s/ James J. Shapiro
-------------------------------------       ------------------------------------
                                        Name: James J. Shapiro
                                        Title: President


WITNESS:                                TENANT
                                        SYTEL, INC., a Maryland corporation


/s/ Renee D. Williams                   By: /s/ Valerie J. Lyons
-------------------------------------       ------------------------------------
                                        Name: Valerie J. Lyons
                                        Title: President