<PAGE>
Exhibit 10.8

                              OFFICE BUILDING LEASE
                                       FOR

                                   SYTEL, INC.

                              WESTMORELAND BUILDING
                                    Suite 400
                            Bethesda, Maryland 20817

                        CHARLES E. SMITH MANAGEMENT, INC.
                               2345 Crystal Drive
                                  Crystal City
                            Arlington, Virginia 22202

<PAGE>

                                TABLE OF CONTENTS

                         SPECIFIC AND GENERAL PROVISIONS

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>   <C>                                                                      <C>
 1.   SPECIFIC PROVISIONS ..................................................     1

 2.   RENT .................................................................     4
       2.1 Base Annual Rent ................................................     4
       2.2 Additional Rent .................................................     4
             (a) Real Estate Taxes .........................................     4
             (b) Operating Expenses ........................................     4
             (c) CPI .......................................................     4
             (d) Changes in Landlord's Fiscal Year .........................     4
       2.3   Additional Rent Estimates and Adjustments .....................     4
       2.4   Rent Adjustment Limit .........................................     5
       2.5   Survival of Rent Obligations ..................................     5
       2.6   Pro Rata Share ................................................     5
       2.7   Prorated Rent .................................................     5
       2.8   Applications of Rent ..........................................     5
       2.9   Late Payment Fee ..............................................     5
      2.10   Other Tenant Costs and Expenses ...............................     5

 3.   CONSTRUCTION OF PREMISES AND OCCUPANCY ...............................     6
       3.1   Tenant Plans, Construction and Rent Liability .................     6
       3.2   Possession ....................................................     6
       3.3   Occupancy Permits .............................................     6

 4.   SUBLETTING AND ASSIGNMENT ............................................     6
       4.1   Consent .......................................................     6
       4.2   Recapture of Premises .........................................     6
       4.3   Excess Rent ...................................................     7
       4.4   Tenant Liability ..............................................     7

 5.   SERVICES AND UTILITIES ...............................................     7
       5.1   Building Standard Services and Utilities ......................     7
       5.2   Overtime Services .............................................     7
       5.3   Excessive Electrical Usage ....................................     7
       5.4   Excessive Heat Generation .....................................     7
       5.5   Security ......................................................     8

 6.   USE AND UPKEEP OF PREMISES ...........................................     8
       6.1   Use ...........................................................     8
       6.2   Illegal and Prohibited Uses ...................................     8
       6.3   Insurance Rating ..............................................     8
       6.4   Alterations ...................................................     8
       6.5   Maintenance By Landlord .......................................     9
       6.6   Signs & Advertising ...........................................     9
       6.7   Excessive Floor Load ..........................................     9
       6.8   Moving & Deliveries ...........................................     9
       6.9   Rules and Regulations .........................................     9
      6.10   Tenant Maintenance & Conditions of Premises Upon Surrender ....    10
      6.11   Tenant Equipment ..............................................    10
</TABLE>

<PAGE>

<TABLE>
<S>   <C>                                                                      <C>
7.    ACCESS ...............................................................    10
       7.1   Landlord's Access .............................................    10
       7.2   Restricted Access .............................................    10

8.    LIABILITY ............................................................    10
       8.1   Personal Property .............................................    10
       8.2   Criminal Acts of Third Parties ................................    10
       8.3   Public Liability ..............................................    10
       8.4   Tenant Insurance ..............................................    10

9.    DAMAGE ...............................................................    11
       9.1   Damages Caused by Tenant ......................................    11
       9.2   Fire or Casualty Damage .......................................    11
       9.3   Untenantability ...............................................    11

10.   CONDEMNATION .........................................................    11
      10.1   Landlord Rights to Award ......................................    11
      10.2   Tenant Right to File Claim ....................................    12

11.   BANKRUPTCY ...........................................................    12
      11.1   Events of Bankruptcy ..........................................    12
      11.2   Landlord's Remedies ...........................................    12

12.   DEFAULTS & REMEDIES ..................................................    13
      12.1   Default .......................................................    13
      12.2   Remedies ......................................................    13
      12.3   Landlord's Right to Relet .....................................    13
      12.4   Recovery of Damages ...........................................    13
      12.5   Waiver ........................................................    13
      12.6   Anticipatory Repudiation ......................................    14
      12.7   Tenant Abandonment of Premises ................................    14

13.   SUBORDINATION ........................................................    14
      13.1    Subordination ................................................    14
      13.2    Estoppel Certificate .........................................    14
      13.3    Attornment ...................................................    15
      13.4    Mortgagee Rights .............................................    15

14.   TENANT HOLDOVER ......................................................    15
      14.1    With Landlord Consent ........................................    15
      14.2    Without Landlord Consent .....................................    15

15.   SECURITY DEPOSIT .....................................................    16

16.   QUIET ENJOYMENT ......................................................    16

17.   SUCCESSORS ...........................................................    16
</TABLE>

<PAGE>

<TABLE>
<S>   <C>                                                                      <C>
18.   WAIVER OF JURY TRIAL .................................................    16

19.   REASONABLENESS OF LANDLORD AND TENANT ................................    16

20.   PRONOUNS & DEFINITIONS ...............................................    16

21.   NOTICES ..............................................................    16
      21.1   Addresses for Notices .........................................    16
      21.2   Effective Date of Notice ......................................    16

22.   EXHIBITS; SPECIAL PROVISIONS .........................................    16
      22.1   Incorporation in Lease ........................................    16
      22.2   Conflicts .....................................................    17

23.   CAPTIONS .............................................................    17

24.   ENTIRE AGREEMENT; MODIFICATION .......................................    17

25.   SEVERABILITY .........................................................    17
</TABLE>

<PAGE>

     This Lease, made this ______ day of ________, 199_, between ELIZABETHEAN
COURT ASSOCIATES III LIMITED PARTNERSHIP, a Maryland limited partnership,
(hereinafter referred to as "Landlord"), and SYTEL, INC., a Maryland
corporation, (hereinafter referred to as "Tenant").

     Landlord, for and in consideration of the covenants and agreements set
forth hereinafter, leases to Tenant, and Tenant leases from Landlord, the
premises described, for the use set forth and for the term and at the rent
reserved herein.

1.   SPECIFIC PROVISIONS

     1.1 Demised Premises

          (a) Space Description: Suite 400, as presently constructed.

          (b) Floor Area: Approximately 11,554 square feet (Washington D.C.
                          Association of Realtors Standard Floor Area Measure in
                          effect at the time of execution of this Lease).

          (c) Building: WESTMORELAND BUILDING

          (d) Address: 6430 Rockledge Drive
                       Bethesda, Maryland 20817

     1.2 Term of Lease: Five (5) years and Six (6) months, commencing on
December 1, 1995 ("Lease Commencement Date"), and expiring on May 31, 2001, both
dates inclusive.

     1.3 Base Annual Rent: Two Hundred Ten Thousand Eight Hundred Sixty and
52/100 Dollars ($210,860.52), payable in equal monthly installments of Seventeen
Thousand Five Hundred Seventy-One and 71/100 Dollars ($17,571.71), hereinafter
referred to as "base monthly rent", for the first Lease year. Thereafter, see
Section 26.1.

     1.4 Base Year: "Base Year" shall mean fiscal year of Landlord ending
December 31, 1996.

     1.5 Additional Rent: Payable in equal monthly installments, commencing on
December 1, 1996, consisting of the following:

          (a) Tenant's pro rata share equal to Eight and Eight Tenths Percent
(8.80%) of any increase in Real Estate Taxes over the Base Year Real Estate
Taxes; and

          (b) Tenant's pro rata share equal to Eight and Ninety-Seven Hundredths
Percent (8.97%) of any increase in Operating Expenses over the Base Year
Operating Expenses; and

          (c) Not Applicable.

     1.6 Security Deposit: Seventeen Thousand Five Hundred Seventy-One and
71/100 Dollars ($17,571.71).

     1.7 (a) Date Tenant approved Preliminary Plans to be furnished: Not
Applicable.

          (b) Working days to prepare Working Drawings and cost estimate: Not
Applicable.

          (c) Working days to substantially complete construction of demised
premises: Not Applicable.

<PAGE>

     1.8  Standard Building Operating Days and Hours:

          8:00 AM to 6:00 PM Monday - Friday
          8:00 AM to 1:00 PM Saturday

     1.9  Use of Premises:

     General office use and light assembly of computer parts in keeping with the
     quality and nature of this first class office building.

     1.10 (a) Address for Notices to Tenant:

               Sytel, Inc.
               6430 Rockledge Drive
               Suite 400
               Bethesda, Maryland 20817

          (b)  Address for Notices to Landlord:

               Elizabethean Court Associates III Limited
               c/o Charles E. Smith Management, Inc.
               2345 Crystal Drive
               Arlington, Virginia 22202

     1.11 Special Provisions:

<TABLE>
<S>                                           <C>
     Rent                                     Section 26
     Acceptance of Space                      Section 27
     Landlord's Contribution                  Section 28
     General Contractors                      Section 29
     Parking                                  Section 30
     Reasonableness of Landlord and Tenant    Section 31
     Construction of Premises and Occupancy   Section 32
     Access to Premises                       Section 33
     Subletting and Assignment                Section 34
     Services and Utilities                   Section 35
     Use and Upkeep of Premises               Section 36
     Access                                   Section 37
     Liability                                Section 38
     Landlord's Insurance                     Section 39
     Damage                                   Section 40
     Condemnation                             Section 41
     Hazardous Materials                      Section 42
     Bankruptcy                               Section 43
     Defaults and Remedies                    Section 44
     Tenant's Holdover                        Section 45
     Security Deposit                         Section 46
     Limitation of Liability                  Section 47
     Notices                                  Section 48
     Renewal Option                           Section 49
     Right of First Offering                  Section 50
     Nondisturbance                           Section 51
     Sprinklers                               Section 52
     Americans with Disabilities Act (ADA)    Section 53
     Exterior Signage                         Section 54
     Execution of Document                    Section 55
</TABLE>

<PAGE>

     1.12 Exhibits to Lease:

          Exhibit "A" - Not Applicable
          Exhibit "B" - Not Applicable
          Exhibit "C" - Building Rules and Regulations
          Exhibit "D" - Not Applicable

     IN WITNESS WHEREOF, Landlord has caused this Lease, comprised of Specific
Provisions, General Provisions, Special Provisions and Exhibits to be signed and
sealed by one or more of its Officers, General Partners, Trustees, or Agents,
and Tenant has caused this Lease, as described above, to be signed in its
corporate name by its duly authorized officer and its corporate seal to be
hereto affixed and duly attested by its Secretary.

WITNESS:                                LANDLORD: ELIZABETHEAN COURT ASSOCIATES
                                        III LIMITED PARTNERSHIP

                                        By: Westmoreland Building Corporation,
                                        General Partner


/s/                                     BY /s/ Anne D. Camalier
------------------------------------       -------------------------------------
                                           Anne D. Camalier
                                           President


ATTEST:                                 TENANT: SYTEL, INC.


/s/                                     BY /s/ Jeannette H. Lee
------------------------------------       -------------------------------------
                                           Jeannette H. Lee
                                           President & CEO

<PAGE>

                               GENERAL PROVISIONS

2.   RENT

     2.1 Base Annual Rent. Tenant shall pay the first monthly installment of
Base Annual Rent upon execution of this Lease. Tenant shall pay the remaining
monthly installments of Base Annual Rent specified in Section 1.3 in advance
without deduction or demand, on the first day of each and every calendar month
throughout the entire term of the Lease, as specified in Section 1.2, to and at
the office of Landlord's Agent, Charles E. Smith Management, Inc., 2345 Crystal
Drive, Arlington, Virginia 22202, or to such other person or at such other place
as Landlord may hereafter designate in writing.

     2.2 Additional Rent. For purposes of computing additional rent hereunder,
the Base Year as used in this Section 2 is stipulated in Section 1.4. If dollar
amounts for Base Year real estate taxes and operating expenses are stipulated
under Section 1.4, such dollar amounts shall be used in calculating additional
rent for the purposes of this Lease and shall prevail regardless of actual
historical dollar amounts for the Base Year. Commencing on the date specified in
Section 1.5, and continuing throughout the term of this Lease, Tenant shall pay
to Landlord as additional rent each of the following:

          (a) Real Estate Taxes. Tenant's pro rata share, as indicated in
Section 1.5(a), of any increase in real estate taxes during each fiscal year of
Landlord over the Base Year real estate taxes. The term "real estate taxes"
shall mean all taxes, general and special, levied or assessed on the land and
the building improvements of which the Demised Premises is a part, and on any
land and/or improvements now or hereafter owned by Landlord that provide the
building or the Demised Premises with parking or other services.

          (b) Operating Expenses. Tenant's pro rata share, as indicated in
Section 1.5 (b), of any increase in operating expenses during each fiscal year
of Landlord over the Base Year operating expenses:

               (i) The term "operating expenses" shall mean any and all expenses
incurred by Landlord in connection with the servicing, operation, maintenance
and repair of the building and related interior and exterior appurtenances of
which the Demised Premises is a part, and the cost of any services incurred in
order to achieve a reduction of or to minimize the increase in operating
expenses, including without limitation, management fees, capital expenditures
for equipment or systems installed to reduce or minimize increases in operating
expenses and capital expenditures required by any governmental ordinance, or
depreciation or amortization based on the useful life expectancy of such
equipment or systems or expenditures, the cost of contesting the validity or
amount of real estate taxes, and periodic increases in ground rent payments
under any ground Lease existing at the execution of this Lease. Certain of these
expenses may be apportioned among two or more buildings in the same complex or
locality owned by Landlord and/or managed by Landlord's Agent.

               (ii) Operating expenses shall not include any of the following,
except to the extent that such costs and expenses are included in operating
expenses as described in Subsection 2.2(b)(i) above: capital expenditures and
depreciation of the building; painting or decorating of tenant space; interest
and amortization of mortgages; ground rent; compensation paid to officers or
executives of Landlord; taxes as measured by the net income of Landlord from the
operation of the building; increases in real estate taxes; and brokerage
commissions.

          (c) CPI. A percentage of the Base Annual Rent equal to the percent
stipulated in section 1.5(c) of the percentage increase in the Index now known
as "United States Bureau of Labor Statistics, Consumer Price Index for Urban
Wage Earners and Clerical Workers," (CPI-W) for Washington, DC-MD-VA, all items
Index (1982-84=100) (hereinafter referred to as the "Index"), between the last
published Index published for each calendar year and the Index for the same
period in the year stipulated in Section 1.5(c) (hereinafter "base period"). If
such Index shall be discontinued or revised without substitution of a comparable
successor Index, the parties shall attempt to agree upon a substitute formula.
If the parties are unable to agree upon a substitute formula, then the matter
shall be determined by arbitration in accordance with the rules of the American
Arbitration Association then prevailing. Any substitute formula determined by
arbitration shall

<PAGE>

include all of the same items included in the Index effective at the execution
of this Lease and shall be so designed as to achieve a result as close as
possible to the result that would have been achieved if the discontinued Index
were available. Costs of any such arbitration shall be shared equally by Tenant
and Landlord.

          (d) Landlord shall have the right to change its fiscal year from time
to time. If Landlord changes its fiscal year during the term of this Lease,
thereby creating a fiscal year with fewer than twelve (12) months (hereinafter
"short year"), the real estate taxes and operating expenses for the short year
shall be determined on an annualized basis by taking the monthly average of the
actual real estate taxes and operating expenses, respectively, and multiplying
each by twelve. The amounts determined by this method shall be used in
determining the increases described in Subsections 2.2(a) and (b) for the "short
year".

     2.3 Additional Rent Estimates and Adjustments.

          (a) In order to provide for current monthly payments of additional
rent, Landlord shall submit to Tenant prior to January 1st of each year a
statement of Landlord's estimate of the amount of the increases described in
Section 2.2 above together with the amount of Tenant's additional rent which is
estimated to result from such increases. Commencing on the date stipulated in
Section 1.5, and continuing throughout the remaining term of this Lease, Tenant
shall pay each month one-twelfth (1/12th) of Tenant's pro rata share of
Landlord's estimate of the increase in each year for (i) real estate taxes and
(ii) operating expenses, over such items for the Base Year. In addition, Tenant
shall pay each month one-twelfth (1/12th) of Landlord's estimate of the annual
rent increase due to the percentage increase in the Consumer Price Index over
the Base Period.

          (b) If payment of additional rent begins on a date other than January
1st under this Lease, in order to provide for current payments of additional
rent through December 31st of that partial calendar year, Landlord shall submit
to Tenant a statement of Landlord's estimate of Tenant's additional rent for
that partial year, stated in monthly increments, resulting from the increases
described in Section 2.2 above. Tenant shall make these payments of estimated
additional rent together with its installments of base monthly rent.

          (c) After the end of each calendar year, Landlord will as soon as
practicable submit to Tenant a statement of the actual increases incurred in
real estate taxes and operating expenses for the fiscal year ended during such
calendar year over such costs for the Base Year and the actual increase
attributable to the increase in the Consumer Price Index over the Base Period.
Such statement shall also indicate the amount of Tenant's excess payment or
underpayment based on Landlord's estimate. If additional rent paid by Tenant
during the preceding calendar year shall be in excess of, or less than, the
aggregate of its share of the actual increase incurred by Landlord for real
estate taxes and operating expenses, and the actual increase attributable to the
increase in the Consumer Price Index, Landlord and Tenant agree to make the
appropriate adjustment following the submission of Landlord's statement. Tenant
shall either pay any additional rent due with the installment of rent due for
the month following submission of Landlord's statement, or pay any additional
rent due within thirty (30) days if the Lease term has expired or is otherwise
terminated. Tenant shall deduct its excess payment, if any, from the installment
of rent for such month, or following the final year of the Lease term, Tenant
shall be reimbursed for any excess payments made.

          (d) Within ten (10) days after receipt of Landlord's statement showing
actual figures for the year, Tenant shall have the right to request copies of
real estate bills and an unaudited statement of "operating expenses of the
building" prepared by Landlord's certified public accountant, which shall be
supplied to Tenant within a reasonable time after Tenant's written request.
Unless Tenant asserts specific error(s) within thirty (30) days after Landlord
has complied with Tenant's request, Tenant shall have no right to contest the
statement of actual figures for the year submitted by Landlord. No such request
shall extend the time for payments as set forth in this Section 2.3 above. If
Tenant has given proper notice, and if it shall be determined that there is an
error in Landlord's statement, Tenant shall be entitled to a credit for any
overpayment, which shall be applied to the next installment of rent or refunded
to a Tenant who has vacated the premises, or Tenant shall be billed for any
underpayment and shall remit any amount owing to Landlord within ten (10) days
of receipt of such statement.

<PAGE>

          (e) In the event Tenant questions the validity of the statement of
operating expenses submitted by Landlord, Tenant shall have the right to examine
or have its accountant examine at the office of Landlord's accountant the books
and records from which such statement has been prepared. No such examination
shall extend the time for payments due in accordance with this Section 2.3,
however. Tenant shall pay upon demand a reasonable sum to reimburse Landlord for
the costs of services of Landlord's accountant in cooperating and assisting in
the examination. If any error amounting to more than five (5) percent in the
operating expenses statement is found, Landlord shall bear its accountant's
costs as aforesaid.

     2.4 Rent Adjustment Limit. Notwithstanding any adjustments to rent as
provided for above, in no event shall the total rent to be paid by tenant in any
month during the term of this Lease or any extension thereof be less than the
base monthly rent stipulated in Section 1.3.

     2.5 Survival of Rent Obligation. The obligation of Tenant with respect to
the payment of rent, or additional rent as defined in Sections 2.2 and 2.10,
accrued and unpaid during the term of the Lease, shall survive the expiration or
earlier termination of the Lease.

     2.6 Pro Rata Share. Tenant's "pro rata share" stipulated in Section 1.5(a)
and (b) represents the ratio that the area of the Demised Premises bears to the
total rentable area of office space contained in the building.

     2.7 Prorated Rent. Any rent or additional rent payable for one or more full
calendar months in a partial calendar year at the beginning or end of the Lease
term shall be prorated based upon the number of months. Any rent or additional
rent payable for a portion of a month shall be prorated based upon the number of
days in the applicable calendar month.

     2.8 Application of Rent. No payment by Tenant or receipt by Landlord of
lesser amounts of rent or additional rent than those herein stipulated shall he
deemed to he other than on account of the earliest unpaid stipulated rent. No
endorsement or statement on any check or any letter accompanying any check or
payment as rent shall be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the balance of such rent or pursue any other remedy provided in this Lease. Any
credit due to Tenant hereunder by reason of overpayment of additional rent shall
first be applied to any damages or rent owed to Landlord by Tenant if Tenant
shall be in default when said credit shall be owed.

     2.9 Late Payment Fee. In the event any installment of rent or additional
rent due hereunder is not paid within ten (10) calendar days after it is due,
then Tenant shall also pay to Landlord as additional rent a late payment fee
equal to five percent (5%) of such delinquent rent for each and every month or
part thereof such rent remains unpaid.

     2.10 Other Tenant Costs & Expenses. All costs and expenses which Tenant
assumes or agrees to pay to Landlord pursuant to this Lease, including without
limitation costs of construction and alterations, shall be deemed additional
rent and, in the event of nonpayment thereof, Landlord shall have all the rights
and remedies herein provided for in case of nonpayment of rent, including
assessment of late payment fees.

3.   CONSTRUCTION OF PREMISES AND OCCUPANCY

     3.1 Tenant Plans, Construction and Rent Liability. Tenant shall deliver to
Landlord for its approval, by the date specified in Section 1.7(a), preliminary
plans approved in writing by Tenant showing its partition, electrical, telephone
and all other requirements set forth in Tenant Plans Guidelines (which shall
have been provided by Landlord to Tenant). Tenant preliminary plans shall permit
the preparation of working drawings and cost estimate, and. shall be certified
by Tenant's architects or engineers to be in compliance with applicable building
and fire codes. Landlord's approval of Tenant plans or work does not constitute
certification by Landlord that said plans or work meet the applicable
requirements of any building codes, laws, or regulations, nor shall it impose
any liability whatsoever upon Landlord. If Tenant's plans are not in compliance
with applicable building and fire codes, they shall not be deemed acceptable to
Landlord. If Tenant's plans are acceptable to Landlord, Landlord shall have
working drawings prepared. Nothing contained in this Section 3.1,

<PAGE>

nor any delay in completing the Demised Premises, shall in any manner affect the
commencement date of this Lease set forth in Section 1.2 or Tenant's liability
for the payment of rent from such commencement date, except as follows. If
Landlord requires longer than the number of working days stipulated in Section
1.7(b) to prepare working drawings and prepare the cost estimate following
receipt of Tenant's approved preliminary drawings, or if Landlord requires
longer than the number of working days stipulated in Section 1.7(c) to
substantially complete construction improvements in the Demised Premises, then
the date for payment of rent covenanted and reserved to be paid herein shall be
put off by one day for each extra day Landlord requires for the foregoing
preparation of working drawings and cost estimate and/or substantial completion
of construction improvements. For purposes of this Section 3.1, substantial
completion of construction improvements shall mean when all work to be performed
by Landlord pursuant to the approved working drawings has been completed, except
for minor items of work and minor adjustments of equipment and fixtures that can
be completed after occupancy of the Demised Premises without causing undue
interference with Tenant's reasonable use of the Demised Premises (i.e.,
so-called "punch-list" items). In the event Tenant's plans specify any
improvements that are not building standard, however, the delivery and
installation of which precludes Landlord from completing the Demised Premises
for Tenant's occupancy by the commencement date hereof, or in the event any work
to be performed by Tenant or Tenant's contractors delays Tenant's occupancy by
the commencement date hereof, Tenant shall nevertheless remain liable for the
payment of rent from such commencement date.

     3.2 Possession. If Landlord shall be unable to tender possession of the
Demised Premises on the date of the commencement of term hereof, set forth in
Section 1.2, by reason of: (a) the fact that the premises are located in a
building being constructed and which has not been sufficiently completed to make
the premises ready for occupancy; (b) the holding over or retention of
possession of any tenant or occupant; or (c) for any other reason beyond control
of Landlord, Landlord shall not be subject to any liability for the failure to
tender possession on said date. In the case of holding over, provided Landlord
shall promptly institute suit for recovery of the premises and diligently pursue
the same, Landlord shall have no responsibility for any delay in tendering
possession of the Demised Premises. Under such circumstances the rent reserved
and covenanted to be paid herein shall not commence until possession of the
Demised Premises is tendered to Tenant. No such failure to give possession on
the date of commencement of the term shall in any other respect affect the
validity of this Lease or the obligations of Tenant hereunder, nor shall same be
construed to extend the termination date of this Lease set forth in Section 1.2.
If permission is given to Tenant to enter into possession of the Demised
Premises prior to the date specified as the commencement of the term of this
Lease, Tenant covenants and agrees that such occupancy shall be deemed to be
under all the terms, covenants, conditions and provisions of this Lease, except
that Tenant shall be responsible for payment of rent, in advance, at the rate of
1/30th of the base monthly rent set forth in Section 1.3 for each day of such
occupancy prior to the date for the commencement of the term of this Lease.

     3.3 Occupancy Permits. Tenant shall be responsible for obtaining occupancy
permits and any other permits or licenses necessary for its lawful occupancy of
the Demised Premises.

4.   SUBLETTING AND ASSIGNMENT

     4.1 Consent. Tenant will not sublet the Demised Premises or any part
thereof or transfer possession or occupancy thereof to any person, firm or
corporation, or transfer or assign this Lease, without the prior written consent
of Landlord, which consent shall be in Landlord's sole discretion to give or
withhold. No subletting or assignment hereof shall be effected by operation of
law or in any other manner unless with prior written consent of Landlord. Tenant
further agrees that any permitted subletting of the Demised Premises shall be
subject to the provisions of Section 4.3. No assignment shall be made except for
the entire premises demised by this Lease. Tenant further agrees that any
permitted assignment of the Lease may he conditioned upon payment of
consideration to be agreed upon by Landlord and Tenant. Any subletting or
assignment consented to by Landlord shall be evidenced in writing in a form
acceptable to Landlord. Consent by Landlord to any assignment or subletting by
Tenant shall not operate as a waiver of the necessity for obtaining Landlord's
consent in writing to any subsequent assignment or subletting; nor shall the
collection or acceptance of rent from any such assignee, subtenant or occupant
constitute a waiver or release of Tenant of any covenant or obligation contained
in this Lease. In the event that Tenant defaults under this Lease in the payment
or rent or additional rent, Tenant hereby assigns to Landlord the rent due from
any subtenant of Tenant and hereby authorizes each such subtenant to pay said
rent directly to Landlord.

<PAGE>

     4.2 Recapture of Premises. In the event Tenant desires to sublet the
Demised Premises or assign the Lease, Tenant shall give the Landlord written
notice of Tenant's intended subtenant or assignee in order to secure Landlord's
written consent in accordance with Section 4.1. Within ninety (90) days of
receipt of said notice, Landlord shall have the right: (i) to terminate this
Lease by giving Tenant not less than thirty (30) days' notice in the case of an
assignment of the entire Lease or a subletting of more than fifty percent (50%)
of the Demised Premises; or (ii) to terminate this Lease and simultaneously to
enter into a new Lease with Tenant for that portion of the Demised Premises
Tenant may desire to retain upon the same terms, covenants and conditions of the
existing Lease as applicable to the space retained. If Landlord exercises its
right to terminate this Lease, Tenant agrees that Landlord shall have access to
all or a portion of the Demised Premises sixty (60) days prior to the effective
termination date for remodeling or redecorating purposes.

     4.3 Excess Rent. In the event Landlord does not exercise its right to
terminate this Lease, and Landlord has granted its written consent, Tenant may
sublet all or a portion of the Demised Premises. Any rent accruing to Tenant as
the result of such sublease, which is in excess of the pro rata share of rent
then being paid by Tenant for the portion of the Demised Premises being sublet,
shall be paid by Tenant to Landlord monthly as additional rent.

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

5.   SERVICES AND UTILITIES

     5.1 Building Standard Services and Utilities. Landlord shall furnish
sufficient electric current for lighting and office equipment, such as
typewriters, calculators, small copiers and similar items, subject to the
limitations of Section 5.3, water for lavatory and drinking purposes, lavatory
supplies, fluorescent tube replacements, automatically operated elevator service
and nightly cleaning service in accordance with Landlord's prevailing practices,
as they may be established from time to time, except that Landlord shall not be
responsible for cleaning Tenant kitchens or private bathrooms, Tenant rugs,
carpeting and drapes. Landlord further agrees to furnish heating and cooling
during the appropriate seasons of the year, between the hours and on the days
set forth in Section 1.8 (exclusive of legal public holidays as defined in
Section 6103 (a) and (c) of Title 5 of the United States Code, as it may be
hereafter be amended, with holidays falling on Saturday observed on the
preceding Friday and holidays falling on Sunday observed on the following
Monday). All of the aforesaid services shall be provided without cost to Tenant
except as such expenses may be included in calculating the additional rent
pursuant to the provisions of Sections 2.2 and 2.3. Landlord shall not be liable
for failure to furnish, or for suspension or delays in furnishing, any of such
services caused by breakdown, maintenance or repair work, strike, riot, civil
commotion, governmental regulations or any other cause or reason whatever beyond
the control of Landlord. Suspension or interruption of services shall not result
in any abatement of rent, be deemed an eviction or relieve Tenant of performance
of Tenant's obligations under this Lease.

     5.2 Overtime Services. Should Tenant require heating and cooling services
beyond the hours and/or days stipulated in Section 1.8, upon receipt of at least
72 hours prior written notice from Tenant, Landlord will furnish such additional
service at the then prevailing hourly rates, as established by Landlord from
time to time; provided, further, that there will he a minimum charge of four (4)
hours each time overtime services are required.

     5.3 Excessive Electrical Usage.

          (a) Tenant will not install or operate in the Demised Premises any
heavy duty electrical equipment or machinery without first obtaining prior
written consent of Landlord. Landlord may, among other conditions, require as a
condition to its consent for the installation of such equipment or machinery,
payment by Tenant as additional rent for excess consumption of electricity that
may be occasioned by the operation of said equipment or machinery. Landlord may
make periodic inspections of the Demised Premises at reasonable times to
determine that Tenant's electrically operated equipment and machinery complies
with the provisions of this Section and Section 5.4.

<PAGE>

          (b) The total average consumption of electricity, including lighting,
in excess of five (5) watts per square foot for the Demised Premises shall be
deemed excessive. Additionally, any individual piece of electrically operated
machinery or equipment having a name plate rating in excess of two (2) kilowatts
shall also be deemed as requiring excess electric current.

          (c) Landlord may require that one or more separate meters be installed
to record the consumption or use of electricity, or shall have the right to
cause a reputable independent electrical engineer to survey and determine the
quantity of electricity consumed by such excessive use. The cost of any such
survey or meters and of installation, maintenance and repair thereof shall be
paid for by Tenant. Tenant agrees to pay Landlord (or the utility company, if
direct service is provided by the utility company), promptly upon demand
therefor, for all such electric consumption and demand as shown by said meters,
or a flat monthly charge determined by the survey, as applicable, at the rates
charged for such service by the local public utility company. If Tenant's cost
of electricity based on meter readings is to be paid to Landlord, Tenant shall
pay a service charge related thereto.

     5.4 Excessive Heat Generation. Landlord shall not be liable for its failure
to maintain comfortable atmospheric conditions in all or any portion of the
Demised Premises due to heat generated by any equipment, machinery or additional
lighting installed by Tenant (with or without Landlord's consent) that exceeds
design capabilities for the building of which the Demised Premises are a part.
If Tenant desires additional cooling to offset excessive heat generated by such
equipment or machinery, Tenant shall pay for auxiliary cooling equipment, and
its operating costs including without limitation electricity, gas, oil and
water, or for excess electrical consumption by the existing cooling system, as
appropriate.

     5.5 Security. Any security measures that Landlord may undertake are for
protection of the building only and shall not be relied upon by Tenant to
protect Tenant, Tenant's property, or employees, or their property.

6.   USE AND UPKEEP OF PREMISES

     6.1 Use. Tenant shall use and occupy the Demised Premises for the purposes
specified in Section 1.9 and only in accordance with applicable zoning and other
municipal regulations and for no other purpose whatsoever.

     6.2 Illegal and Prohibited Uses. Tenant will not use or permit the Demised
Premises or any part thereof to be used for any disorderly, unlawful or extra
hazardous purpose and will not manufacture any commodity therein. Tenant will
not use or permit the Demised Premises to be used for any purposes that
interfere with the use and enjoyment by other tenants of the building nor which,
in Landlord's opinion, impair the reputation or character of the building of
which the Demised Premises form a part. Tenant shall refrain from and
discontinue such use upon receipt of written notice from Landlord or no later
than three (3) days after mailing thereof.

     6.3 Insurance Rating. Tenant will not do or permit anything to be done in
the Demised Premises or the building of which they form a part or bring or keep
anything therein which shall in any way increase the rate of fire or other
insurance in said building, or on the property kept therein, or obstruct, or
interfere with the rights of other tenants, or in any way injure or annoy them,
or those having business with them, or conflict with them, or conflict with the
fire laws or regulations, or with any insurance policy upon said building or any
part thereof, or with any statutes, rules or regulations enacted or established
by the appropriate governmental authority.

     6.4 Alterations.

          (a) Tenant will not make any alterations, installations, changes,
replacements, repairs, additions or improvements (structural or otherwise) in or
to the Demised Premises or any part thereof, without the prior written consent
of Landlord. All Tenant plans and specifications shall be submitted to Landlord
for prior approval. Landlord may, among other things, condition its consent upon
Tenant's agreement that any construction up-gradings required by any
governmental authority as the result of Tenant's work, either in the Demised
Premises or in any other part of the building, will be paid for by Tenant.
Tenant shall not install any

<PAGE>

equipment of any kind or nature whatsoever which will or may necessitate any
changes, replacements or additions to the water system, plumbing system, heating
system, air-conditioning system or the electrical system of the Demised Premises
without the prior written consent of the Landlord. Tenant shall not install or
use in the building any air conditioning unit, engine, boiler, generator,
machinery, heating unit, stove, water cooler, ventilator, radiator or any other
similar apparatus without the prior written consent of Landlord, and then only
as Landlord may direct. Tenant shall not modify or interfere with the heating,
ventilating and air-conditioning supply, return or control systems without the
prior written consent of Landlord, and then only as Landlord may direct.
Landlord may condition its consent upon Tenant's payment of all costs to make
such changes, replacement or modifications. Landlord's consent to any work by
Tenant or approval of Tenant plans or specifications shall not be deemed a
certification that such work complies with applicable building codes, laws or
regulations, nor shall it impose any liability whatsoever upon Landlord.

          (b) All of Tenant's approved work shall be done in accordance with
Landlord's Supplemental Rules and Regulations for Contractors and shall be done
by duly licensed contractors in accordance with all applicable laws, codes,
ordinances, rules and regulations, and Tenant shall obtain at its cost any
required permits, licenses or inspections for performance of its work. Tenant
must obtain an executed waiver of lien from each contractor or vendor that will
perform or furnish to Tenant work, labor, services or materials for any
alterations, installations, replacements, additions or improvements in or to the
Demised Premises, prior to the commencement of such work. Notwithstanding the
aforesaid, if any mechanic's lien shall at any time, whether before, during or
after the Lease term, be filed against any part of the building by reason to
work, labor, services or materials performed for or furnished to Tenant, Tenant
shall forthwith cause the lien to be discharged of record or bonded off to the
satisfaction of Landlord. If Tenant shall fail to cause such lien to be
discharge or bonded off within five (5) days after being notified of the filing
thereof, then, in addition to any other right to remedy of Landlord, Landlord
may discharge the lien by paying the amount claimed to be due. The amount paid
by Landlord, and all costs and expenses, including reasonable attorney's fees
incurred by Landlord in procuring the discharge of the lien, shall he due and
payable by Tenant to Landlord as additional rent on the first day of the next
following month, or if the Lease term has expired, upon demand.

          (c) All alterations, installations, including without limitation wall
to wall carpet and drapery and drapery accessories, changes, replacements,
repairs, additions, or improvements to or within the Demised Premises (whether
with or without Landlord's consent), shall at the election of Landlord remain
upon the Demised Premises and be surrendered with the Demised Premises at the
expiration of this Lease without disturbance, molestation or injury. Should
Landlord elect that alterations, installations, changes, replacements, repairs,
additions to or improvements made by or for Tenant upon the Demised Premises be
removed upon termination of this Lease or upon termination of any renewal period
hereof, Tenant hereby agrees that Landlord shall have the right to cause same to
be removed at Tenant's sole cost and expense. Tenant hereby agrees to reimburse
Landlord for the cost of such removal together with the cost of repairing any
damage resulting therefrom, and the cost of restoring the premises to its
condition at the commencement of the term of this Lease as initially improved by
Landlord. Approximately sixty (60) days prior to Tenant's scheduled vacation of
the Demised Premises, Landlord and Tenant shall meet to decide what items shall
be removed and what items shall remain. At such time Tenant shall deposit with
Landlord an amount equal to the estimated costs of removal and/or restoration of
the Demised Premises, which work shall be performed by or for Landlord at
Tenant's expense.

          (d) In the event that either Landlord or Tenant, during the term
hereby demised, shall be required by the order or decree of any court, or any
other governmental authority, or by law, code or ordinance, to repair, alter,
remove reconstruct, or improve any part of the Demised Premises or of the
building of which said premises are a part, then Tenant shall make or Tenant
shall be required to permit Landlord to perform such repairs, alterations,
removals, reconstructions, or improvements without effect whatsoever to the
obligations or covenants of Tenant herein contained, and Tenant hereby waives
all claims for damages or abatement of rent because of such repairing,
alteration, removal, reconstruction, or improvement.

     6.5 Maintenance By Landlord. Landlord shall maintain all public or common
areas located in the building, including external and structural parts of the
building that do not comprise a part of the Demised Premises and are not Leased
to others. Such maintenance shall be provided without cost to Tenant except as
such expenses may be included in calculating the additional rent pursuant to the
provisions of Sections 2.2 and 2.3.

<PAGE>

     6.6 Signs & Advertising. No sign, advertisement or notice shall be
inscribed, painted or affixed on any part of the outside of the building, or
inside of the Demised Premises where it may be visible from the public areas of
the building, except on the directories and doors of offices, and then only in
such size, color and style as Landlord shall approve. Landlord shall have the
right to prohibit any advertisement or publication of Tenant on-or off-premises
which in Landlord's opinion tend to impair the reputation or character of the
building, Landlord or its agent. Tenant shall refrain from and discontinue such
advertisement or publication upon receipt of written notice from Landlord or no
later than three (3) days after mailing thereof.

     6.7 Excessive Floor Load. Landlord shall have the right to prescribe the
weight and method of installation and position of safes, computer equipment, or
other heavy fixtures or equipment. Tenant will not install in the Demised
Premises any fixtures, equipment or machinery that will place a load upon the
floor exceeding the designed floor load capacity of the building. Landlord may
prescribe the placement and positioning of all such objects within the building
and such objects shall be placed upon platforms, plates or footings of such size
as Landlord shall prescribe if necessary. All damage done to the building by
installing or removing a safe or any other article of Tenant's office equipment,
or due to its being in the Demised Premises, shall be repaired at the expense of
Tenant.

     6.8 Moving & Deliveries.

          (a) Moving in or out of the building is prohibited on days and hours
specified in Section 1.8. Tenant shall provide Landlord with forty-eight (48)
hours advanced written notice of any move and obtain Landlord's approval
therefor in order to facilitate scheduling use of freight elevators and loading
area.

          (b) No freight, furniture or other bulky matter of any description
shall be received into the building or carried in the elevators, except as
authorized by Landlord. All moving of furniture, material and equipment shall be
under the direct control and supervision of Landlord, who shall, however, not be
responsible for any damage to or charges for moving same. Tenant shall promptly
remove from the public area adjacent to said building any of Tenant's property
delivered or deposited there.

          (c) Any and all damage or injury to the Demised Premises or the
building caused by moving the property of Tenant into or out of the Demised
Premises shall be repaired at the sole cost of Tenant. Deliveries from lobby and
freight areas requiring use of hand carts shall be restricted to freight
elevators. All hand carts used in delivery, receipt or movement of freight,
supplies, furniture, or fixtures shall be equipped with rubber tires and side
guards. Tenant shall cooperate identifying delivery contractors and movers
causing damage to the building.

     6.9 Rules and Regulations. Tenant shall, and shall insure that Tenant's
agents, employees, invitees and guests, faithfully keep, observe and perform the
Building Rules and Regulations set forth in Exhibit C, attached hereto and made
a part hereof, and such other reasonable rules and regulations as Landlord may
make, which shall not substantially interfere with the intended use of the
Demised Premises, which in Landlord's judgment are needful for the general well
being, operation and maintenance of the Demised Premises and the building of
which they are a part, together with their appurtenances, unless waived in
writing by Landlord. In addition to any other remedy provided for herein,
Landlord shall have the right to impose a fine of $200 per incident for
violations of Building Rules and Regulations. Nothing contained in this Lease
shall be construed to impose upon Landlord any duty or obligation to enforce
such rules and regulations, 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 violation of the same by any other tenant, its employees, agents,
business invitees, licensees, customers, clients family members or guests.
Further, it shall be in Landlord's reasonable judgment to determine whether
Tenant is in compliance with the Rules and Regulations.

     6.10 Tenant Maintenance & Conditions of Premises. Upon Surrender. Tenant
will keep the Demised Premises and the fixtures and equipment therein in good
order and condition, will suffer no waste or injury thereto, and will, at the
expiration or other termination of the term hereof, surrender and deliver up the
same in like good order and condition as the premises shall be at the
commencement of the term of this Lease, subject

<PAGE>

to the provisions of Section 6.4(c), ordinary wear and tear excepted.

     6.11 Tenant Equipment. Maintenance and repair of equipment such as special
light fixtures, kitchen fixtures, auxiliary heating, ventilation, or
air-conditioning equipment, private bathroom fixtures and any other type of
special equipment together with related plumbing or electrical services, or
Tenant rugs, carpeting and drapes within the Demised Premises, whether installed
by Tenant or by Landlord on behalf of Tenant, shall be the sole responsibility
of Tenant, and Landlord shall have no obligation in connection therewith.
Notwithstanding the provisions hereof, in the event that repairs required to be
made by Tenant become immediately necessary to avoid possible injury or damage
to persons or property, Landlord may, but shall not he obligated to, make
repairs to Tenant equipment at Tenant's expense. Within ten (10) days after
Landlord renders a bill for the cost of said repairs, Tenant shall reimburse
Landlord.

7.   ACCESS

     7.1 Landlord's Access. Landlord, its agent or employees, shall have the
right to enter the Demised Premises at all reasonable times (a) to make
inspections or to make such repairs and maintenance to the Demised Premises or
repairs and maintenance to other premises as Landlord may deem necessary; (b) to
exhibit the premises to prospective tenants during the last six (6) months of
the term of this Lease; and (c) for any purpose whatsoever relating to safety,
protection or preservation of the building of which the Demised Premises form a
part.

     7.2 Restricted Access. No additional locks, other devices or systems which
would restrict access to the Demised Premises shall be placed upon any doors
without the prior consent of Landlord. Landlord's consent to installation of
anti-crime warning devices or security systems shall not be unreasonably
withheld; provided Landlord shall not be required to give such consent unless
Tenant provides Landlord with a means of access to the demised premised for
emergency and routine maintenance purposes. Unless access to the Demised
Premises is provided during the hours when cleaning service is normally
rendered, Landlord shall not be responsible for providing such service to the
Demised Premises or to those portions thereof which are inaccessible. Such
inability by Landlord to provide cleaning services to inaccessible areas shall
not entitle Tenant to any adjustment in rent.

8.   LIABILITY

     8.1 Personal Property. All personal property of Tenant in the Demised
Premises or in the building of which the Demised Premises is a part shall be at
the sole risk of Tenant. Landlord shall not be liable for any damage thereto or
for the theft or misappropriation thereof, unless such damage, theft or
misappropriation is directly attributable to the negligence of Landlord, its
agents or employees. Landlord shall not be liable for any accident to or damage
to property of Tenant resulting from the use or operation of elevators or of the
heating, cooling, electrical or plumbing apparatus, unless caused by and due to
the negligence of Landlord, its agents or employees. Landlord shall not, in any
event, be liable for damages to property resulting from water, steam or other
causes. Tenant hereby expressly releases Landlord from any liability incurred or
claimed by reason of damage to Tenant's property, unless said damages are proved
to be the direct result of negligence of Landlord, its agents or employees.
Landlord shall not be liable in damages, nor shall this Lease be affected, for
conditions arising or resulting, and which affect the building of which the
Demised Premises is a part, due to construction on contiguous premises.

     8.2 Criminal Acts of Third Parties. Landlord shall not be liable in any
manner to Tenant, its agents, employees, invitees or visitors for any injury or
damage to Tenant, Tenant's agents, employees, invitees, or visitors, or their
property, caused by the criminal or intentional misconduct of third parties or
of Tenant, Tenant's employees, agents, invitees, or visitors. All claims against
Landlord for any such damage or injury are hereby expressly waived by Tenant,
and Tenant hereby agrees to hold harmless and indemnify Landlord from all such
damages and the expense of defending all claims made by Tenant's employees,
agents, invitees, or visitors arising out of such acts.

     8.3 Public Liability. Landlord assumes no liability or responsibility
whatsoever with respect to the conduct and operation of the business to be
conducted upon the Demised Premises. Landlord shall not be liable

<PAGE>

for any accident to or injury to any person or persons or property in or about
the Demised Premises which are caused by the conduct and operation of said
business or by virtue of equipment or property of Tenant in said premises.
Tenant agrees to hold Landlord harmless against all such claims, and indemnify
Landlord from all damages and the expense of defending all such claims.

     8.4 Tenant Insurance.

          (a) Tenant at its cost shall maintain as named insured, during the
term of this Lease, public liability and property damage insurance with at least
a single combined liability and property damage limit of $1,000,000.00, insuring
against all liability of Tenant and its authorized representatives arising out
of and in connection with Tenant's use or occupancy of the premises. All public
liability insurance and property damage insurance shall insure performance by
Tenant of the indemnity provisions of Section 8.1, 8.2 and 8.3. Landlord and
Landlord's Agent shall be named as additional insureds. The policy shall contain
cross-liability endorsements, and an assumed contractual liability endorsement
that refers expressly to this Lease.

          (b) Tenant at its cost shall maintain as named insured, during the
term of this Lease, fire and extended coverage insurance on the Demised Premises
and its contents, including any Leasehold improvements made by Tenant, in an
amount sufficient so that no co-insurance will be payable in case of loss.

          (c) Tenant shall increase its insurance coverage as required not more
frequently than each three (3) years, if in the opinion of the mortgagee of the
building or Landlord's insurance agent the amount of public liability and
property damage insurance coverage at that time is not adequate.

          (d) All insurance required under this Lease shall be insurance
companies authorized to do business in the jurisdiction where the building of
which the Demised Premises is a part is located. Such companies shall have a
policyholder rating of at least "A" and be assigned a financial size category of
a least "Class XIV" as rated in the most recent edition of "Best's Key Rating
Guide" for insurance companies. Each policy shall contain an endorsement
requiring 30 days' written notice from the insurance company to Landlord before
cancellation or any charge in the coverage, scope or amount of any policy. Each
policy, or a certificate showing it is in effect, together with evidence of
payment of premiums, shall he deposited with Landlord at least thirty (30) days
prior to the expiration date of any policy.

          (e) Notwithstanding the fact that any liability of Tenant to Landlord
may he covered by Tenant's insurance, Tenant's liability shall in no way be
limited by the amount of its insurance recovery.

9.   DAMAGE

     9.1 Damages Caused By Tenant. Subject to the provision of Section 9.2, all
injury to the Demised Premises and other portions of the building of which it is
a part, caused by Tenant, its agents, employees, invitees and visitors, will be
repaired by Landlord at the expense of Tenant, except as otherwise provided in
Section 6.11, or repaired by Tenant with Landlord's approval in accordance with
Section 6. Tenant shall reimburse Landlord for such repairs within ten (10) days
of receipt of invoice from Landlord of the costs. At its election, Landlord may
regard the same as additional rent, in which event the cost shall become
additional rent payable with the installment of rent next becoming due after
notice is received by Tenant from Landlord. This provision shall be construed as
an additional remedy granted to Landlord and not in limitation of any other
rights and remedies which Landlord has or may have in said circumstances.

     9.2 Fire or Casualty Damage. In the event of damage or destruction of the
Demised Premises by fire or any other casualty without the fault or neglect of
Tenant, its agents, employees, invitees or visitors, this Lease shall not be
terminated, but structural damage to the premises including demising partitions
and doors shall be promptly and fully repaired and restored as the case may be
by Landlord at its own cost and expense. Due allowance, however, shall be given
for reasonable time required for adjustment and settlement of insurance claims,
and for such other delays as may result from government restrictions, and
controls on construction, if any, and for strikes, national emergencies and
other conditions beyond the control of Landlord. Restoration by Landlord shall
not include replacement of furniture, equipment or other items that do not
become part of the building or any improvements to the Demised Premises in
excess of those provided for as

<PAGE>

building standard items as of the commencement date of this Lease. Tenant shall
be responsible for the repair and restoration of the Demised Premises and
Tenant's property beyond Landlord's obligation at no cost to Landlord, in
accordance with the provisions of Section 6, for which it shall maintain
adequate insurance pursuant to Section 8.4 herein. In the event of fire or
casualty damage to the Demised Premises caused by the fault or neglect of
Tenant, its agents, employees, invitees or visitors, Landlord shall restore
structural damages as described herein at Tenant's cost and expense. It is
agreed that in any of the aforesaid events, this Lease shall continue in full
force and effect.

     9.3 Untenantability. If the condition referred to in Section 9.2 is such so
as to make the entire premises untenantable, then the rental which Tenant is
obligated to pay hereunder shall abate as of the date of the occurrence until
the premises have been fully and completely restored by Landlord. Any unpaid or
prepaid rent for the month in which said condition occurs shall be prorated. If
the premises are partially damaged or destroyed, then during the period that
Tenant is deprived of the use of the damaged portion of said premises, Tenant
shall be required to pay rental covering only that part of the premises that it
is able to occupy, based on the portion of the total rent which the amount of
square foot area remaining that can be occupied bears to the total square foot
area of all premises covered by this Lease. In the event the premises are
substantially or totally destroyed by fire or other casualty so as to be
entirely untenantable, and it shall require more than ninety (90) days from the
date of said fire or other casualty for Landlord to complete restoration of
same, then Landlord, upon written notice to Tenant, may terminate this Lease, in
which case the rent shall be apportioned and paid to the date of said fire or
other casualty. Due allowance, however, shall be given for reasonable time
required for adjustment and settlement of insurance claims, and for such other
delays as may result from government restrictions, and controls on construction,
if any, and or strikes, national emergencies and other conditions beyond the
control of Landlord. No compensation, or claim, or diminution of rent will be
allowed or paid by Landlord, by reason of inconvenience, annoyance, or injury to
business, arising from the necessity of repairing the Demised Premises or any
portion of the building of which they are a part.

10.  CONDEMNATION

     10.1 Landlord Rights to Award. Tenant agrees that if the whole or a
substantial part of the Demised Premises shall be taken or condemned for public
or quasi-public use or purpose by any competent authority, Tenant shall have no
claim against Landlord and shall not have any claim or right to any portion of
the amount that may be awarded as damages or paid as a result of any such
condemnation. All rights of Tenant to damages therefor, if any, are hereby
assigned by Tenant to Landlord. Upon such condemnation or taking, the term of
this Lease shall cease and terminate from the date of such government taking or
condemnation. If a portion of the building or the Demised Premises is taken or
condemned, and the remainder in Landlord's opinion is not economically usable,
Landlord shall notify Tenant of the termination of this Lease effective as of
the date of such governmental taking or condemnation. Tenant shall have no claim
against Landlord for the value of any unexpired term of this Lease. If less than
a substantial part of the Demised Premises is taken or condemned by any
governmental authority for public or quasi-public use or purpose and the
remainder is usable by Tenant, the rent shall be equitably adjusted on the date
when title vests in such governmental authority and the Lease shall otherwise
continue in full force and effect. For the purposes of this Section 10, a
substantial part of the Demised Premises shall be considered to have been taken
if more than fifty percent (50%) of the Demised Premises are unusable by Tenant.

     10.2 Tenant Right to File Claim. Nothing in Section 10.1 shall preclude
Tenant from filing a separate claim against the condemning authority for the
undepreciated value of its Leasehold improvements and relocation expenses,
provided that any award to Tenant will not result in a diminution of any award
to Landlord.

11.  BANKRUPTCY

     11.1 Events of Bankruptcy. The following shall be Events of Bankruptcy
under this Lease:

          (a) Tenant's becoming insolvent, as the term is defined in Title 11 of
the United States Code, entitled Bankruptcy, 11 U.S.C. Sec. 101 et seq. (the
"Bankruptcy Code"), or under the insolvency laws of any State, District,
Commonwealth or Territory of the United States ("Insolvency Laws");

<PAGE>

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

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

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

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

     11.2 Landlord's Remedies.

          (a) Termination of Lease. Upon occurrence of an Event of Bankruptcy,
Landlord shall have the right to terminate this Lease by giving written notice
to Tenant; provided, however, that this Section 11.2(a) shall have no effect
while a notice in which Tenant is the subject debtor under the Bankruptcy Code
is pending, unless Tenant or its Trustee is unable to comply with the provisions
of Section 11.2(d) and (e) below. At all other times this Lease shall
automatically cease and terminate, and Tenant shall be immediately obligated to
quit the premises upon the giving of notice pursuant to this Section 11.2(a).
Any other notice to quit, or notice of Landlord's intention to re-enter is
hereby expressly waived. If Landlord elects to terminate this Lease, everything
contained in this Lease on the part of Landlord to be done and performed shall
cease without prejudice, subject, however, to the rights of Landlord to recover
from Tenant all rent and any other sums accrued up to the time of termination or
recovery of possession by Landlord, whichever is later, and any other monetary
damages or loss of reserved rent sustained by Landlord.

          (b) Suit for Possession. Upon termination of this Lease pursuant to
Section 11.2(a), Landlord may proceed to recover possession under and by virtue
of the provisions of the laws of any applicable jurisdiction, or by such other
proceedings, including reentry and possession, as may be applicable.

          (c) Non-Exclusive Remedies. Without regard to any action by Landlord
as authorized by Section 11.2(a) and (b) above, Landlord may at its discretion
exercise all the additional provisions set forth below in Section 12.

          (d) Assumption or Assignment by Trustee. In the event Tenant becomes
the subject debtor in a case pending under the Bankruptcy Code, Landlord's right
to terminate this Lease pursuant to Section 11.2(a) shall be subject to the
rights of the Trustee in Bankruptcy to assume or assign this Lease. The Trustee
shall not have the right to assume or assign this Lease unless the Trustee (i)
promptly cures all defaults under this Lease, (ii) promptly compensates Landlord
for monetary damages, incurred as a result of such default, and (iii) provides
adequate assurance of future performance on the part of Tenant as debtor in
possession or on the part of the assignee Tenant.

          (e) Adequate Assurance of Future Performance. Landlord and Tenant
hereby agree in advance that adequate assurance of future performance, as used
in Section 11.2(d) above, shall mean that all of the following minimum criteria
must be met: (i) Tenant's gross receipts in the ordinary course of business
during the thirty-day period immediately preceding the initiation of the case
under the Bankruptcy Code must be at least two times greater than the next
payment of rent due under this Lease; (ii) Both the average and median of
Tenant's gross receipts in the ordinary course of business during the six-month
period immediately preceding the initiation of the case under the Bankruptcy
Code must be at least two times greater than the next payment of rent due under
this Lease; (iii) Tenant must pay its estimated pro rata share of cost of all
services provided by Landlord (whether directly or through agents or contractors
and whether or not previously included as part of the base rent), in advance of
the performance or provision of such services; (iv) The Trustee must agree that
Tenant's business shall be conducted in a first class manner, and that no
liquidating sales, auctions, or other non-first class business operations shall
be conducted on the premises; (v) The

<PAGE>

Trustee must agree that the use of the premises as stated in this Lease will
remain unchanged and that no prohibited use shall be permitted; and (vi) The
Trustee must agree that the assumption or assignment of this Lease will not
violate or affect the rights of other tenants in the building.

          (f) Failure to Provide Adequate Assurance. In the event Tenant is
unable to (i) cure its defaults, (ii) reimburse the Landlord for its monetary
damages, (iii) pay the rent due under this Lease, and all other payments
required of Tenant under this Lease on time (or within five (5) days), or (iv)
meet the criteria and obligations imposed by Section 11.2(e) above, Tenant
agrees in advance that it has not met its burden to provide adequate assurance
of future performance, and this Lease may be terminated by Landlord in
accordance with Section 11.2(a) above.

12.  DEFAULTS & REMEDIES

     12.1 Default. It is agreed that Tenant shall be in default if: Tenant shall
fail to pay the rent, or any installments thereof as aforesaid, at the time
shall become due and payable and/or any additional rent as herein provided
although no demand shall have been made for the same; or Tenant shall violate or
fail or neglect to keep and perform any of the covenants, conditions and
agreements, or rules and regulations herein contained on the part of Tenant to
be kept and performed.

     12.2 Remedies. In each and every such event set forth in Section 12.1
above, from thenceforth and at all times thereafter, at the option of Landlord,
Tenant's right of possession shall thereupon cease and terminate, and Landlord
shall be entitled to the possession of the Demised Premises and to re-enter the
same without demand of rent or demand of possession of said premises and may
forthwith proceed to recover possession of the Demised Premises by process of
law, any notice to quit being hereby expressly waived by Tenant. In the event of
such re-entry by process of law or otherwise, Tenant nevertheless agrees to
remain answerable for any and all damage, deficiency or loss of rent which
Landlord may sustain by such re-entry, including reasonable attorney's fees and
court costs. If, under the provisions hereof, seven (7) days summons or other
applicable summary process shall be served, and a compromise or settlement
therefor shall be made, such action shall not be constituted as a waiver of any
breach of any covenant, condition or agreement herein contained. No waiver of
any breach of any covenant, condition or agreement, herein contained, on one or
more occasions shall operate as a waiver of the covenant, condition or agreement
itself, or of any subsequent breach thereof. No provision of this Lease shall he
deemed to have been waived by Landlord unless such waiver shall be in writing
signed by Landlord.

     12.3 Landlord's Right to Relet. Should this Lease be terminated before the
expiration of the term of this Lease by reason of Tenant's default as provided
in Section 11 or 12, or if Tenant shall abandon or vacate the premises before
the expiration or termination of the term of this Lease, the Demised Premises
may be relet by Landlord for such rent and upon such terms as are reasonable
under the circumstances. If the full rent reserved under this Lease (and any of
the costs, expenses or damages indicated below) shall not be realized by
Landlord, Tenant shall be liable for all damages sustained by Landlord,
including, without limitation, deficiency in rent, reasonable attorney's fees,
other collection costs, brokerage fees, and expenses of placing the premises in
first-class rentable condition. Landlord, in putting the premises in good order
or preparing the same for rerental may, at Landlord's option, make such
alterations, repairs, or replacements in the premises, and the making of such
alterations, repairs, or replacements in the premises as Landlord, in Landlord's
sole judgment, considers advisable and necessary for the purpose of reletting
the premises, and the making of such alternations, repairs, or replacements
shall not operate or be construed to release Tenant from liability hereunder as
aforesaid. Landlord shall in no event be liable in any way whatsoever for
failure to relet the premises, or in the event that the premises are relet, for
failure to collect the rent thereof under such reletting. In no event shall
Tenant be entitled to receive any excess, if any, of such net rent collected
over the sums payable by Tenant to Landlord hereunder.

     12.4 Recovery of Damages. Any damage or loss of rent sustained by Landlord
may be recovered by Landlord, at Landlord's option, in separate actions, from
time to time, as said damage shall have been ascertained or, at Landlord's
option, may be deferred until the expiration of the term of

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this Lease (in which event Tenant hereby agrees that the cause of action shall
not be deemed to have accrued until the date of expiration of said term). The
provisions contained in this paragraph shall be in addition to and shall not
prevent the enforcement of any claim Landlord may have against Tenant for
anticipatory breach of the unexpired term of this Lease. All rights and remedies
of Landlord under this Lease shall be cumulative and shall not be exclusive of
any rights and remedies provided to Landlord under applicable law. In the event
Tenant becomes the subject debtor in a case under the Bankruptcy Code, the
provisions of this Section 12.4 may be limited by the limitations of damage
provisions of the Bankruptcy Code.

     12.5 Waiver. If under the provisions hereof Landlord shall institute
proceedings and a compromise or settlement thereof shall be made, the same shall
not constitute a waiver of any covenant, rule or regulation herein contained nor
of any of Landlord's rights hereunder. No waiver by Landlord of any breach of
any covenant, condition, agreement, rule or regulation herein contained shall
operate as a waiver of such covenant, condition, agreement, rule or regulation
itself, or of any subsequent breach thereof.

     12.6 Anticipatory Repudiation. If, prior to the commencement of the term of
this Lease, Tenant notifies Landlord of or otherwise unequivocally demonstrates
as intention to repudiate this Lease, Landlord may, at its option, consider such
anticipatory repudiation a breach of this Lease. In addition to any other
remedies available to it hereunder or at law or in equity, Landlord may retain
all rent paid upon execution of the Lease and the security deposit, if any,
shall be applied to Landlord's damages: reletting, loss of rent, etc. It is
agreed between the parties that for the purpose of calculating Landlord's
damages, in a building which has other available space at the time of Tenant's
breach, the premises covered by this Lease shall be deemed the last space
rented, even though the premises may be rerented prior to such other vacant
space. Tenant shall pay in full for all tenant improvements constructed or
installed within the Demised Premises to the date of the breach, and for
materials ordered at its request for the Demised Premises.

     12.7 Tenant Abandonment of Premises.

          (a) Abandonment. If the Demised Premises shall be deserted or vacated
by Tenant for thirty (30) consecutive days or more without notice to Landlord,
and Tenant shall have failed to make the current rental payment, the premises
may be deemed abandoned. Landlord may consider Tenant in default under this
Lease and may pursue all remedies available to it under this Lease or at law.

          (b) Landlord Right to Enter and to Relet. If Tenant vacates or
abandons the premises as defined above, Landlord may, at its option, enter into
the premises without being liable for any prosecution therefor or for damages by
reason thereof. In addition to any other remedy, Landlord, as agent of Tenant,
may relet the whole or any part of the premises for the whole or any part of the
then unexpired Lease term. For the purposes of such reletting, Landlord may make
any alterations or modifications of the premises considered desirable in its
sole judgment.

          (c) Rights to Dispose of Tenant Property. If Tenant vacates or
abandons the premises as defined above, any property that Tenant leaves on the
premises shall be deemed to have been abandoned and may either be retained by
Landlord as the property of Landlord or may be disposed of at public or private
sale in accordance with applicable law as Landlord sees fit. The proceeds of any
public or private sale of Tenant's property, or the then current fair market
value of any property retained by Landlord, shall be applied by Landlord against
(1) the expenses of Landlord for removal, storage or sale of the property; (ii)
the arrears of rent or future rent payable under this Lease; and (iii) any other
damages to which Landlord may be entitled hereunder.

          (d) Transfer of Tenant Property to Creditors. If Tenant vacates or
abandons the premises, as defined above, Landlord may, upon presentation of
evidence of a claim valid upon its face of ownership or of a security interest
in any of Tenant's property abandoned in the premises, turn over such property
to the claimant with no liability to Tenant.

13.  SUBORDINATION

<PAGE>

     13.1 Subordination. This Lease is subject and subordinate to all ground or
underlying Leases and to all mortgages and/or deeds of trust and/or other
security interests which may now or hereafter affect the real property of which
the Demised Premises form a part, and to all renewals, modifications,
consolidations, replacements and extensions thereof. This clause shall be
self-operative and no further instrument of subordination shall be required to
effect this subordination. Notwithstanding the foregoing, in confirmation of
such subordination, Tenant shall at Landlord's request execute and deliver to
Landlord within ten (10) business days after Landlord's request, any requisite
or appropriate certificate, subordination agreement or other document that may
be reasonably requested by Landlord or any other party requiring such
certificate, subordination agreement or document. If Tenant fails to execute
such certificate, subordination agreement or other document within said ten (10)
day period, Tenant by such failure irrevocably constitutes and appoints Landlord
as its special attorney-in-fact to execute such certificate, subordination
agreement or other document on Tenant's behalf. Notwithstanding the foregoing
subordination, Tenant agrees that any landlord under any ground or underlying
Lease, and any mortgagee or trustee under any security agreement to which this
Lease is now, or may hereafter, become subject or subordinate, may elect to
continue this Lease and Tenant agrees that in such event neither the
cancellation nor termination of any ground or underlying Lease, nor the
foreclosure under any mortgage or deed of trust, nor the sale at foreclosure,
nor the transfer by a deed in lieu of foreclosure, shall, by operation of law or
otherwise, result in cancellation or termination of this Lease or the
obligations of Tenant hereunder and this Lease shall continue as a direct Lease
between Tenant and such landlord, mortgagee, purchaser or trustee.

     13.2 Estoppel Certificates. Tenant shall execute and return within ten (10)
business days any certificate that Landlord may request from time to time,
stating that this Lease is unmodified and in full force and effect, or in full
force and effect as modified, and stating the modification. The certificate also
shall state (a) the amount of base monthly rent and the dates to which the rent
has been paid in advance; (b) the amount of any security deposit or prepaid
rent; (c) that there is no present default on the part of Landlord, or attach a
memorandum stating any such instance of default; (d) that Tenant has no right to
setoff and no defense or counterclaim against enforcement of its obligations
under this Lease; (e) that Tenant has no other notice of any sale, transfer or
assignment of this Lease or of the rentals; (f) that all work required of
Landlord has been completed and that the work is accepted as satisfactory; (g)
that Tenant is in full and complete possession of the Demised Premises; (h) the
date on which rent commenced and the date to which it is paid; (i) that Tenant
has not advanced any amounts to or on behalf of Landlord which have not been
reimbursed; (j) that Tenant understands that this Lease has been collaterally
assigned to Landlord's mortgagee as security for a loan to Landlord; (k) that
rent may not be prepaid without the prior written approval of Landlord's
mortgagee; and (1) such other items as Landlord may reasonably request. Failure
to deliver the certificate within the ten (10) business days shall be conclusive
upon Tenant for the benefit of Landlord and any successor to Landlord that this
Lease is in full force and effect and has not been modified except as may be
represented by the party requesting the certificate. If Tenant fails to deliver
the certificate within the ten (10) business days, Tenant by such failure
irrevocably constitutes and appoints Landlord as its special attorney-in-fact to
execute and deliver the certificate to any third party.

     13.3 Attornment. Tenant covenants and agrees that, in the event of any
foreclosure under any mortgage or deed of trust, or any renewal, modification,
consolidation, replacement or extension thereof, or in the event of any
acceptance of any deed in lieu of foreclosure, which may now or hereafter affect
the real property of which the Demised Premises are a part, Tenant shall attorn
to the party secured by such mortgage or deed of trust, or any renewal,
modification, consolidation, replacement or extension thereof, and to any
purchaser at any foreclosure sale or party taking a deed in lieu of foreclosure.
Tenant covenants and agrees to attorn to any successor to Landlord's interest in
any ground or underlying Lease. In any case, such landlord or successor under
such ground or underlying Lease or such secured party or purchaser at
foreclosure sale or party taking a deed in lieu of foreclosure shall not be
bound by any prepayment on the part of Tenant of any rent for more than one
month in advance, so that rent shall be payable under this Lease in accordance
with its terms, from the date of the termination or transfer of the ground or
underlying Lease or the foreclosure under such mortgage or deed of trust, or the
date of foreclosure sale or transfer by deed in lieu of foreclosure, as if such
prepayment had not been made. Further, such landlord or successor in interest
shall not be liable for damages for any act or omission of Landlord or any prior
landlord or be subject to any offsets or defenses

<PAGE>

which Tenant may have against Landlord or any prior landlord. Tenant shall, upon
request of such landlord or successor landlord, execute and deliver an
instrument or instruments confirming Tenant's attornment.

     13.4 Mortgagee Rights.

          (a) Tenant shall, at its own expense, comply with all reasonable
notices of Landlord's mortgagee or other financial institution providing funds
which are secured by a mortgage or deed of trust placed on the whole or any part
of the real property of which the Demised Premises are a part, respecting all
matters of occupancy, use, condition or maintenance of the Demised Premises,
provided the same shall not unreasonably interfere with the conduct of Tenant's
business nor materially limit or affect the rights of the parties under this
Lease. Notwithstanding acceptance and execution of this Lease by the parties
hereto, the terms hereof shall be deemed automatically modified, if so required,
for the purpose of complying with or fulfilling the reasonable requirements of
any mortgagee or trustee named or secured by a mortgage or deed of trust that
may now or hereafter be placed upon or secured by the real property of which the
Demised Premises are a part or any part thereof, or any other financial
institution providing funds to finance or refinance the real property of which
the Demised Premises are a part, provided, however, that such modifications(s)
shall not be in material derogation or diminution of any of the rights of the
parties hereunder, nor materially increase any of the obligations or liabilities
of the parties hereunder.

          (b) Tenant agrees to give Landlord's mortgagee and any trustee named
or secured by a mortgage or deed of trust a copy of any notice of default served
upon Landlord by Tenant, provided that prior to such notice Tenant has been
notified in writing (by way of Notice of Assignment of Rents and Leases, or
otherwise) of addresses of such mortgagees and trustees. Notice shall be
provided to the mortgagees and trustees by registered mail. Tenant further
agrees that if Landlord shall have failed to cure such default within the cure
period provided in this Lease, if any, then the mortgagees and/or trustees shall
have an additional thirty (30) days within which to cure such default, or if
such default cannot be cured within that time, then such additional time as may
be necessary if within such thirty (30) days any mortgagee and/or trustee has
commenced and is diligently pursuing the remedies necessary to cure such default
(including but not limited to commencement of foreclosure proceedings if
necessary to effect such cure), in which event this Lease shall not be
terminated while such remedies are being diligently pursued.".

14.  TENANT HOLDOVER

     14.1 With Landlord Consent. If Tenant continues, with the knowledge and
written consent of Landlord obtained at least thirty (30) days prior to the
expiration of the term of this Lease, to remain in the premises after the
expiration of the term of this Lease, then and in that event, Tenant shall, by
virtue of this holdover agreement, become a tenant by the month at the rent
stipulated by Landlord in said holdover agreement, commencing said monthly
tenancy with the first day next after the end of the term above demised. Tenant
shall give to Landlord at least thirty (30) days' written notice of any
intention to quit said premises. Tenant shall be entitled to thirty (30) days'
written notice to quit said premises, except in the event of nonpayment of rent
in advance or of the breach of any other covenant by Tenant, in which event
Tenant shall not be entitled to any notice to quit, the usual thirty (30) days'
notice to quit being hereby expressly waived.

     14.2 Without Landlord Consent. In the event that Tenant, without the
consent of Landlord, shall hold over the expiration of the term hereby created,
then Tenant hereby waives all notice to quit and agrees to pay to Landlord for
the period that Tenant is in possession after the expiration of this Lease, a
monthly rent which is three times the total rent (base monthly rent, as
stipulated in Section 1.3, plus additional rent, as stipulated in Section 1.5)
applicable to the last month of this Lease. Tenant expressly agrees to hold
Landlord harmless from all loss and damages, direct and consequential, which
Landlord may suffer in defense of claims by other parties against Landlord
arising out of the holding over by Tenant, including without limitation
attorneys' fees which may be incurred by Landlord in defense of such claims.
Acceptance of rent by Landlord subsequent to the expiration of the term of this

<PAGE>

Lease shall not constitute consent to any holding over. Landlord shall have the
right to apply all payments received after the expiration date of this Lease or
any renewal thereof toward payment for use and occupancy of the premises
subsequent to the expiration of the term and toward any other sums owed by
Tenant to Landlord. Landlord, at its option, may forthwith re-enter and take
possession of said premises without process, or by any legal process in force.
Notwithstanding the foregoing, Tenant's holdover without Landlord consent due to
acts of God, riot, or war shall be at the total rent applicable to the last
month of the term for the duration of the condition (but not to exceed ten
days), but such continued occupancy shall not create any renewal of the term of
this Lease or a tenancy from year-to-year, and Tenant shall be liable for any
loss and damages suffered by Landlord as described above.

15.  SECURITY DEPOSIT

     15.1 Tenant shall deposit with Landlord simultaneously with the execution
of this Lease, the amount stipulated in Section 1.6 as a security deposit.
Provided Tenant is not in default in the payment of rent or any other charges
due Landlord, and further provided the Demised Premises are left in good
condition, reasonable wear and tear excepted, as described in Section 6.10, said
deposit (which shall not bear interest to Tenant) shall be returned to Tenant
within thirty (30) days after the termination of this Lease. If Tenant is in
default or if the premises are not left in good condition, then the security
deposit shall be applied to the extent available on account of sums due Landlord
or the cost of repairing damages to the Demised Premises. In the event of the
sale or transfer of Landlord's interest in the building, Landlord shall have the
right to transfer the security deposit to such purchaser or transferee, in which
event Tenant shall look only to the new Landlord for the return of the security
deposit and Landlord shall thereupon be released from all liability to Tenant
for the return of such security deposit.

16.  QUIET ENJOYMENT

     16.1 So long as Tenant shall observe and perform the covenants and
agreements binding on it hereunder, Tenant shall at all times during the term
herein granted, peacefully and quietly have and enjoy possession of the premises
without any encumbrance or hindrance by, from or through Landlord, except as
provided for elsewhere under this Lease. Nothing in this Section shall prevent
Landlord from performing alterations or repairs on other portions of the
building not Leased to Tenant, nor shall performance of such alterations or
repairs be construed as a breach of this covenant by Landlord.

17.  SUCCESSORS

     17.1 All rights, remedies and liabilities herein given to or imposed upon
either of the parties hereto, shall extend to their respective heirs, executors,
administrators, successors, and assigns. This provision shall not be deemed to
grant Tenant any right to assign this Lease or to sublet the premises.

18.  WAIVER OF JURY TRIAL

     18.1 Landlord and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other one or in respect of any matter whatsoever 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 Demised Premises, and/or any claim of "injury
or damage."

19.  LIMITATION OF LIABILITY

     19.1 Notwithstanding anything to the contrary contained in this Lease, if
any provision of this Lease expressly or impliedly obligates Landlord not to
unreasonably withhold its consent or approval, an action for declaratory
judgment or specific performance will be Tenant's sole right and remedy in any
dispute as to whether Landlord has breached such obligation.

20.  PRONOUNS & DEFINITIONS

     20.1 Feminine or neuter pronouns shall be substituted for those of the
masculine form, and the plural

<PAGE>

shall be substituted for the singular number, in any place or places herein in
which the context may require such substitution or substitutions. Landlord and
Tenant herein for convenience have been referred to in the neuter form.

     20.2 Wherever the word "premises" is used in this Lease, it shall refer to
the Demised Premises described in Section 1.1, unless the context clearly
requires otherwise.

21.  NOTICES

     21.1 Addresses for Notices. All notices required or desired to be given
hereunder by either party to the other shall be personally delivered or given by
certified or registered mail and addressed as specified in Section 1.10. Either
party may, by like written notice, designate a new address to which such notices
shall be directed.

     21.2 Effective Date of Notice. Notice shall be deemed to be effective when
personally delivered or received or rejected unless otherwise stipulated herein.

22.  EXHIBITS; SPECIAL PROVISIONS

     22.1 Incorporation in Lease. It is agreed and understood that any Exhibits
and Special Provisions referred to in Sections 1.11 and 1.12, respectively, and
attached hereto, form an integral part of this Lease and are hereby incorporated
by reference.

     22.2 Conflicts. If there is a conflict between a Special Provision hereto
and the Specific Provisions or General Provisions of this Lease, the Special
Provision shall govern.

23.  CAPTIONS

     23.1 All Section and paragraph captions herein are for the convenience of
the parties only, and neither limit nor amplify the provisions of this Lease.

24.  ENTIRE AGREEMENT; MODIFICATION

     24.1 This Lease, all Exhibits hereto, and Special Provisions incorporated
herein by reference contain all the agreements and conditions made between the
parties and may not be modified orally or in any other manner than by an
agreement in writing, signed by the parties hereto.

25.  SEVERABILITY

     25.1 The unenforceability, invalidity, or illegality of any provision
herein shall not render any other provision herein unenforceable, invalid, or
illegal.

26.  RENT

     26.1 On the first day of the second Lease year and of each subsequent Lease
year, the Base Annual Rent shall be increased by Two and One Half Percent
(21/2%) of the Base Annual Rent in effect during the previous Lease year. The
escalated Base Annual Rent so determined shall be the "Base Annual Rent" for all
purposes of this Lease, including the calculation of the increase in Base Annual
Rent for the subsequent Lease year. The increase in Base Annual Rent shall be
calculated without regard to any waiver of rent or rent credit provided to
Tenant.

     26.2 In Section 2.2, delete the second sentence entirely.

     26.3 In Subsection 2.2(a), in the fourth line, after 'part' insert a period
and delete the rest of the sentence.

<PAGE>

     26.4 In Subsection 2.2(b)(i), in the sixth line, delete 'or depreciation
or' and replace with "using"; and in the eighth line, after 'taxes' insert a
period and delete the rest of the sentence.

     26.5 In Subsection 2.2(b)(ii), in the fourth line, after 'compensation'
insert "of any type (i.e., bonuses, retreats, company cars, etc.)"; and in the
fifth line, after 'taxes;' insert "legal fees, except those which reduce
Operating Expenses and Real Estate Taxes; depreciation or amortization or other
non-cash charges except as provided in Subsection 2.2(b)(i); tenant improvement
work for any tenant including Tenant; any fees and costs associated with any
mortgage; rental on ground leases or other underlying leases; wages, bonuses and
other compensation of off-site employees; any costs or expenses in excess of Ten
Thousand and 00/100 Dollars ($10,000.00) annually incurred in connection with
the removal, enclosure, encapsulation or other handling of asbestos or other
hazardous or toxic materials or substances; cost of any item for which Landlord
is paid or reimbursed by insurance; increased insurance or Real Estate Taxes
assessed specifically to any tenant of the Building; charges for electricity,
water, other utilities and applicable taxes for which Landlord is reimbursed
from any tenant; cost of any HVAC, janitorial or other services provided to
tenants on an extra-cost basis after regular business hours and not available to
Tenant; cost of installing, operating and maintaining any specialty service,
such as an observatory, broadcasting facilities, luncheon club, athletic or
recreation club; any cost representing an amount paid to a person, firm,
corporation or other entity related to Landlord which is in excess of the fair
market value; any cost of painting or decorating of any interior parts of the
Building other than common areas; Landlord's general overhead attributable to
the activities of Landlord's officers and executives; accounting fees, and
expenditures incurred in connection with negotiations, disputes and claims of
other tenants or occupants of the Building or with other third parties except as
otherwise provided in the Lease; cost of acquiring sculptures, paintings and
other objects of art;".

     26.6 Subsection 2.2(c) is deleted entirely.

     26.7 In subsection 2.3(a), the last sentence of the paragraph is deleted
entirely.

     26.8 In Subsection 2.3(c), in the first line, after 'practicable' insert ",
but within six (6) months thereafter,"; in the third line, insert a period after
'Year' and delete the rest of the sentence; and in the seventh and eighth lines,
delete 'and the actual increase attributable to the increase in the Consumer
Price Index'.

     26.9 In Subsection 2.3(d), in the first line, change 'ten (10)' to "ninety
(90)"; in the fourth and fifth lines, change 'thirty (30)' to "sixty (60)"; and
in the last sentence after 'Landlord' delete the rest of the sentence and
replace with "with the next installment of rent, or if Tenant has vacated the
demised premises, within thirty (30) days.".

     26.10 In Subsection 2.3(e), delete the third sentence entirely; and in the
last line, delete 'accountant's' and replace with "and Tenant's accounting".

     26.11 In Section 2.9, in the third line, after 'rent' insert a period and
delete the rest of the sentence.

     26.12 Notwithstanding anything in this Lease to the contrary, including
Sections 1.4 and 2.2, Operating Expenses and Real Estate Taxes for the Base Year
shall be "grossed-up" on the basis of a building which is Ninety-Five Percent
(95%) occupied and fully assessed.

     26.13 The definition of Tenant's pro rata share in Section 2.6 shall apply
only to that pro rata share stipulated in Subsection 1.5(b). Tenant's pro rata
share stipulated in Subsection 1.5(a) represents the ratio that the area of the
demised premises bears to the total area of office and retail space contained in
the building.

     26.14 Provided Tenant is not then in default of any of the terms or
conditions of this Lease Landlord agrees that the Additional Rent stipulated in
Subsection 1.5(b) based upon increases in Operating

<PAGE>

Expenses, but expressly excluding any increases in Real Estate Taxes, utilities
and insurance which are not subject to any limitation, that Tenant is obligated
to pay in the Second (2nd) Lease year shall be calculated on an Operating
Expense amount which is not more than One Hundred Seven Percent (107%) of the
Base Year's Operating Expenses (exclusive of Real Estate Taxes, utilities and
insurance); and in subsequent Lease Years, the maximum Operating Expense amount
shall be One Hundred Seven Percent (107%) of the previous year's cap amount.
Tenant shall pay its pro rata share of increases in Real Estate Taxes, utilities
and insurance without regard to the limit set on increases in other Operating
Expenses.

27.  ACCEPTANCE OF SPACE

     27.1 Tenant accepts the demised premises in its existing "as is" condition
and shall be obligated for the payment of rent on the Lease Commencement Date,
regardless of any time required to construct, 'alter or redecorate the demised
premises to Tenant's requirements. Landlord warrants that the perimeter HVAC
convectors in the demised premises are operational. Landlord and Tenant shall
conduct a walk-through inspection of the demised premises prior to occupancy and
Landlord shall complete any punch-list items, excluding sprinklering work, as
agreed by Landlord and Tenant within thirty (30) days of Tenant's occupancy.

28.  LANDLORD'S CONTRIBUTION

     28.1 Provided Tenant is not then in monetary default of any of the terms or
conditions of this Lease beyond any applicable cure period, Landlord agrees to
contribute the sum of up to One Hundred Seventy-Three Thousand Three Hundred Ten
and 00/100 Dollars ($173,310.00) toward the cost of Tenant's remodeling, which
amount Tenant shall receive in the form of a credit toward remodeling expenses
owed by Tenant to Landlord's contractors. Provided Tenant is not then in default
of any of the terms or conditions of this Lease, at Tenant's option any unused
portion of the aforesaid Landlord's contribution of One Hundred Seventy-Three
Thousand Three Hundred Ten and 00/100 Dollars ($173,310.00) may be applied by
Tenant toward moving expenses and related costs or rent due hereunder,
apportioned equally and applied each month over the Lease term.

     28.2 In addition to the foregoing, Landlord shall pay for all mechanical,
electrical and plumbing drawings required for the remodeling of the demised
premises.

29.  GENERAL CONTRACTORS

     29.1 Landlord and Tenant shall agree upon a list of acceptable general
contractors who will bid for Tenant's remodeling. Tenant shall have the right to
review and verify all bids. All costs incurred pursuant to Tenant's construction
documents, construction contracts and awards, and for bonds, cleaning and
permits, etc., and all costs of Tenant's General Contractor (including overhead
and profit), and all subcontractor costs may be reimbursed from Landlord's
contribution, provided that in no event shall the total costs reimbursed,
together with the costs of Landlord's work, if any, exceed One Hundred
Seventy-Three Thousand Three Hundred Ten and 00/100 Dollars ($173,310.00).

30.  SECONDARY RIGHT OF FIRST OFFERING

     35.1 If, during the term of this Lease, but not during the last twelve (12)
months of the Lease term, the existing tenant(s) occupying any other space on
any other space in the building vacate(s) such space and lease therefor
terminates or expires, or if such tenant does not enter into a new lease
agreement or exercise any extension or renewal rights under its/their existing
lease(s), and no other tenant(s) in the building who has previously been granted
prior right of first offering on such block of space does not exercise such
right and such block of space thereby becomes available, then at such time that
Landlord is notified by the existing tenant occupying such block of space that
such block of space will become available. Landlord shall first offer the entire
block of space to Tenant in writing at the then fair market value rental rate
and upon such other terms and conditions as are acceptable to Landlord. Tenant
shall have ten (10) days in which to accept in writing Landlord's offer for the
entire block of space. If Tenant fails to accept Landlord's offer within the
time specific Landlord shall have no further obligation to Tenant with respect
to any of such space. In the

<PAGE>

event Tenant accepts Landlord's offer for such space within the time specified,
Tenant agrees to accept such space in its "as is" condition at the time such
space becomes available and shall be obligated for the payment rent from the
date following the day the space becomes available regardless of any time
required by Tenant to construct, alter or redecorate the space to Tenant's
requirements. Landlord makes no representation that carpeting or special
improvements that may have been in the space prior to when the present occupant
vacates the space will remain for Tenant's use. This Secondary Right of First
Offering shall not apply to any block of space which is offered for sublet or
assignment by the existing tenant thereof, nor shall it apply to any block of
space released by the existing tenant thereof by renewal, extension or
renegotiation. This Secondary Right of First Offering contingent upon Tenant not
being in default of any of the terms or conditions of this Lease at the time of
Landlord's offer, and further contingent upon Tenant being in substantive (51%
or more) occupancy of the demised premises at the time Tenant exercises its
Secondary Right of First Offering. Notwithstanding the foregoing, Landlord shall
have no liability whatsoever for failing to notify or advise Tenant of the
availability of any space pursuant this provision. Furthermore, Landlord, hall
have no obligation to offer any such space to Tenant in the event Landlord
itself intends to occupy any such space becoming available.

36.  SUBLETTING

     36.1 Notwithstanding the provisions of Section 4.3 to the contrary, in the
event Landlord does not exercise its right to terminate this Lease, provided
Tenant is not then in default of any of the terms or conditions of this Lease,
Tenant may sublet all or a portion of the demised premises after first obtaining
the written consent of the Landlord, provided that Fifty percent (50%) of the
excess of any rent accruing to Tenant as a result of such sublease over the rent
then being paid by Tenant for the sublet area shall be paid by Tenant to the
Landlord as additional monthly rent.

37.  TENANT'S CANCELLATION OPTION

     37.1 Provided Tenant is not then in default of any of the terms or
conditions of this Lease, Tenant shall have the right, upon written notice to
Landlord by December 1, 1998, time being of the essence, to cancel this Lease
effective November 30, 1999, in which event Tenant shall pay to Landlord any
charges which may be due and payable under this Lease, and the cancellation is
further subject to the provisions of Section 2.5.

38.  LANDLORD'S CANCELLATION OPTION

     38.1 Landlord shall have the right, upon twenty-one (21) months prior
written notice to Tenant, time being of the essence, to cancel this Lease on May
31, 1999, or at the end of any month thereafter, in which event Landlord shall
abate the base monthly rent due hereunder for the last three (3) months of
Tenants occupancy, and the cancellation is further subject to the provisions of
Section 2.5.

39.  TENANT'S ACCESS

     39.1 Tenant shall have access to the Building (including the parking
structure) twenty-four (24) hours per day, seven (7) days per week. At least one
elevator will be available at all times to allow Tenant to reach the demised
premises from the Building lobby.

40.  STANDARD OPERATING HOURS

     40.1 As specified in Section 1.3, the standard operating hours for the
Building, holidays excepted, are Monday through Friday, 8:M a.m. to 8:00 p.m.,
and Saturdays 8:00 a.m. to 1:00 p.m. Tenant shall be responsible for the costs
of providing standard building weekday operations for the two (2) hour period
per day from 6:00 p.m. to 8:00 p.m., which shall be limited to the additional
utility charges therefor (estimated to be $10.50 per hour, per floor, as of the
date of this Lease).

41.  OVERTIME SERVICE

     41.1 In Section 5.2, in the second line, change '72' to

<PAGE>

"24".

     41.2 Notwithstanding Section 5.2, the cost of overtime HVAC services as of
the date of this Lease is as follows:

     $43.02 per hour for one (1) floor/Monday - Saturday
     $56.35 per hour for one (1) floor/Sunday' & holidays

     Any efficiencies due to multiple floor operation will be passed through to
Tenant. These costs will not include mark-up for Landlord profit, but are
subject to change.

42.  RECOVERY OF DAMAGES

     42.1 In Section 12.4, in the third and fourth lines, delete 'at the time of
the reletting, or'; and in the fourth line, delete 'by successive reletting,'.

43.  SUBORDINATION AND NON-DISTURBANCE

     43.1 Sections 13.1, 13.2, and 13.3 of this Lease are hereby deleted in
their entirety and the following are substituted in lieu thereof:

     "13.1 Subordination. This Lease is subject and subordinate to all ground or
underlying leases and to all' mortgages and/or deeds of trust and/or other
security interests which may now or hereafter affect the real property of which
the demised premises form a part, and to all renewals,. modifications,
consolidations, replacements and extensions thereof. This clause shall be
self-operative and no further instrument of subordination shall be required to
effect this subordination. Notwithstanding the foregoing, in confirmation of
such subordination, Tenant shall at Landlord's request execute and deliver to
Landlord within ten (10) business days after Landlord's request, any requisite
or appropriate certificate, subordination agreement or other document that may
be reasonably requested by Landlord or any other party requiring such
certificate, subordination agreement or document. If Tenant fails to execute
such certificate, subordination agreement or other document within said ten (10)
day period, Tenant by such failure irrevocably constitutes and appoints Landlord
as its special attorney-in-fact to execute such certificate, subordination
agreement or other document on Tenant's behalf. Notwithstanding the foregoing
subordination, Tenant agrees that any landlord under any ground or underlying
lease, and any mortgagee or trustee under any security agreement to which this
Lease is now, or may hereafter, become subject or subordinate, may elect to
continue this Lease and Tenant agrees that in such event neither the
cancellation nor termination of any ground or underlying lease, nor the
foreclosure under any mortgage or deed of trust, nor the sale at foreclosure,
nor the transfer by a deed in lieu of foreclosure, shall, by operation of law or
otherwise, result in cancellation or termination of this Lease or the
obligations of Tenant hereunder and this Lease shall continue as a direct lease
between Tenant and such landlord, mortgagee, purchaser or trustee.

     13.2 Estoppel Certificates. Tenant shall execute and return within ten (10)
business days any certificate that Landlord may request from time to time,
stating that this Lease is unmodified and in full force and effect, or in full
force and effect as modified, and stating the modification. The certificate also
shall state (a) the amount of base monthly rent and the dates to which the rent
has been paid in advance; (b) the amount of any security deposit or prepaid
rent; (c) that there is no present default on the part of Landlord, or attach a
memorandum stating Any such instance of default; (d) that Tenant has no right to
setoff and no defense or counterclaim against enforcement of its obligations
under this Lease; (e) that Tenant has no other notice of any sale, transfer or
assignment of this Lease or of the rentals; (f) that all work required of
Landlord has been completed and that the work is accepted as satisfactory; (g)
that Tenant is in full and complete possession of the demised premises; (h) the
date on which rent commenced and the date to which it is paid; (i) that Tenant
has not advanced any amounts to or on behalf of Landlord which have not been
reimbursed; (j) that Tenant

<PAGE>

understands that this Lease has been collaterally assigned to Landlord's
mortgagee as security for a loan to Landlord; (k) that rent may not be prepaid
without the prior written approval of Landlord's mortgagee; and (1) such other
items as Landlord may reasonably request. Failure to deliver the certificate
within the ten (10) business days shall be conclusive upon Tenant for the
benefit of Landlord and any successor to Landlord that this Lease is in full
force and effect and has not been modified except as may be represented by the
party requesting the certificate. If Tenant fails to deliver the certificate
within the ten (10) business days, Tenant by such failure irrevocably
constitutes and appoints Landlord as its special attorney-in-fact to execute and
deliver the certificate to any third party.

     13.3 Attornment. Tenant covenants and agrees that, in the event of any
foreclosure under any mortgage or deed of trust, or tiny renewal, modification,
consolidation, replacement or extension thereof, or in the event of any
acceptance of any deed in lieu of foreclosure, which may now or hereafter affect
the real property of which the demised premises are a part, Tenant shall attorn
to the party secured by such mortgage or deed of trust, or any renewal,
modification, consolidation, replacement or extension thereof, and to any
purchaser at any foreclosure sale or party taking a deed in lieu of foreclosure.
Tenant covenants and agrees to attorn to any successor to Landlord's interest in
any ground or underlying lease. In any case, such landlord or successor under
such ground or underlying lease or such secured party or purchaser at
foreclosure sale or party taking a r 'ed in lieu of foreclosure shall not be
bound by any prepayment on the part of Tenant of .y rent for more than one month
in advance, so that rent shall be payable under this Lease in accordance with
its terms, from the date of the termination or transfer of the ;round or
underlying lease or the foreclosure under such mortgage or deed of trust, or tae
date of foreclosure sale or transfer by deed in lieu of foreclosure, as if such
prepayment had not been made. Further, such landlord or successor in interest
shall not be liable ft -- damages for any act or omission of Landlord or any
prior landlord or be subject to any offsets or defenses which Tenant may have
against Landlord any prior landlord. Tenant hall, upon request of such landlord
or successor landlord, execute and deliver an instrument or instruments
confirming Tenant's attornment.

     13.4 Mortgagee Rights.

          (a) Tenant shall, at its own expense, comply with all reasonable
notices of Landlord's mortgagee or other financial institution providing funds
which are secured by a mortgage or deed of trust placed on the whole or any part
of the real property of which the demised premises are a part, respecting all
matters of occupancy, use, condition or maintenance of the demised premises,
provided the same shall not unreasonably interfere with the conduct of Tenant's
business nor materially limit or affect the rights of the parties under this
Lease. Notwithstanding acceptance and execution of this Lease by the parties
hereto, the terms hereof shall be deemed automatically modified, if so required,
for the purpose of complying with or fulfilling the reasonable requirements of
any mortgagee or trustee named or secured by a mortgage or deed .f trust that
may now or hereafter be placed upon or secured by the real property of which the
demised premises are a part or any part thereof, or any other financial
institution providing funds to finance or refinance the real property of which
the demised premises are a part, provided, however, that such modifications(s)
shall not be in material derogation o diminution of any of the rights of the
parties hereunder, nor materially increase any of the obligations or liabilities
of the parties hereunder.

          (b) Tenant agrees to give Landlord's mortgagee and any trustee named
or secured by a mortgage or deed of trust a copy of any notice of default served
upon Landlord by Tenant, provided that prior to such notice Tenant has been
notified in writing (by way of Notice of Assignment of Rents and Leases, or o
otherwise) of addresses of such mortgagees and trustees. Notice shall be
provided to the mortgagees and trustees by registered mail. Tenant further
agrees that if Landlord shall have failed to cure such default within the cure
period provided in this Lease, if any, then the mortgagees and/or trustees shall
have an additional thirty (30) days within which to cure such default, or if
such default cannot be cured within that time, then such additional time as may
be necessary if within such thirty (30) days any mortgagee and/or trustee

<PAGE>

has commenced and is diligently pursuing the remedies necessary to cure such
default (including but not limited to commencement of foreclosure proceedings if
necessary to effect such cure), in which event this Lease shall not be
terminated while such remedies are being diligently pursued.".

     43.2 Notwithstanding anything to the contrary in Section 13, Landlord
agrees to use reasonable efforts to obtain a nondisturbance agreement from
existing mortgagees granting unto Tenant the right to continue peacefully in
possession of the demised premises in the event of foreclosure under any
existing deed o.' trust, any transfer by deed in lieu of foreclosure or
termination of any existing ground lease, as long as Tenant is not in default
under this Lease. Such agreement shall be contingent upon Tenant's agreement to
attorn to and recognize any purchaser at any foreclosure sale, any party taking
the property by deed in lieu of foreclosure and any subsequent ground lessor,
and their successors or assigns, as the successor-in-interest to Landlord in the
event of foreclosure, any transfer by deed in lieu of foreclosure or termination
of such ground lease.

44.  COMPLIANCE WITH ENVIRONMENTAL CONDITIONS

     44.1 To the best of Landlord's knowledge, the building complies with all
applicable federal and state laws, ordinances, and regulations regarding
environmental issues.

45.  AMERICANS WITH DISABILITIES ACT (ADA)

     45.1 On a case-by-case basis, Landlord, at its expense, will comply with
all final orders of any federal government agency to conform the common areas of
the building with the requirements of the Americans with Disabilities Act (ADA);
provided, however, that Tenant shall be solely responsible for conformance, of
the demised premises with the ADA.

46.  TENANT'S HOLDOVER

     46.1 In Section 14.1, in the fourth line, delete 'rent....agreement' and
substitute "then current escalated rent (Base Annual Rent plus Additional
Rent)".

     46.2 In Section 14.2, in the third line, change 'three' to "one and
one-half".

30.  PARKING

     30.1 Landlord agrees to arrange for Tenant to park in the surface parking
area of the Building described in Section 1.1 up to forty (40) automobiles of
Tenant or Tenant's employees or subtenants; parking for five (5) of said forty
(40) automobiles shall be reserved spaces in the building garage at the current
monthly rate for unreserved parking, pursuant to separate monthly contracts with
permits therefor; provided that, in the event that at any time Tenant
voluntarily relinquishes its right to all or some of the parking permits to
which Tenant is entitled hereunder, Landlord shall not thereafter be obligated
to provide or cause to be provided the parking permits so relinquished.
Landlord, at Landlord's expense, shall label such reserved parking spaces, and
such spaces shall be in locations to be mutually agreed by Landlord and Tenant.
Said monthly contracts shall be subject and subordinate to such terms and
regulations as Landlord may make from time to time, and shall not be assignable
except in connection with a permitted assignment or sublet of the Demised
Premises. Said monthly contract(s) shall be based upon the prevailing monthly
rental rates established from time to time by Landlord, and such other terms and
conditions as Landlord shall determine. Landlord and Tenant acknowledge and
agree that the prevailing monthly contract charge per permit as of the date of
this Lease is Forty-Seven and 50/100 Dollars ($47.50). The Landlord shall not be
liable for any loss, injury or damage caused to persons using the parking area
or to automobiles or their contents or any other property thereon, however
caused, and the Tenant agrees that such vehicles, contents and property shall be
in the parking area at the sole risk of the Tenant and agrees to indemnify the
Landlord against all claims, damages, or expenses due to or arising out of the
foregoing. Further, Landlord shall have

<PAGE>

the right to designate certain parking spaces and parking areas on the land or
on adjacent land for the exclusive use of the Landlord (or its agents or
manager) or one or more tenants in the Building or any adjoining or adjacent
building or buildings now existing or hereafter constructed, to install gates,
traffic regulating devices, security systems, and directional signage, and to
make and adopt reasonable rules and regulations. Landlord shall provide Tenant
with the same parking ratio (one (1) auto for every 289 square feet) for any
additional office space leased by Tenant, and Tenant shall pay the prevailing
monthly contract charge per permit.

31.  REASONABLENESS OF LANDLORD AND TENANT

     31.1 Notwithstanding anything to the contrary, whenever Landlord's or
Tenant's consent or approval is required hereunder, it shall not be unreasonably
withheld, conditioned or delayed.

32.  CONSTRUCTION OF PREMISES AND OCCUPANCY

     32.1 In Section 3.1, delete the fifth sentence entirely; and in the
thirteenth line, after 'date' insert a period and delete the rest of the
paragraph.

     32.2 In Section 3.3, the end of the paragraph, insert "Landlord agrees to
cooperate reasonably with Tenant to obtain any applicable permits."

33.  ACCESS TO PREMISES

     33.1 Only if Landlord's general contractor performs all remodeling of the
demised premises, Landlord agrees to give Tenant prior notice of the date that
Landlord anticipates the remodeling of the demised premises will be
substantially complete. If Landlord's contractor does not perform all of
Tenant's remodeling, Landlord will cooperate with Tenant's contractor so as not
to interfere with Tenant's contractor's ability to timely complete the same.
Notwithstanding any provisions to the contrary in Section 3.2, provided such
work by Tenant or Tenant's contractors does not interfere with Landlord's
construction work, Tenant shall have the right to enter the demised premises
fifteen (15) days prior to the Lease Commencement Date to make Tenant
installations, without liability for rent during such period, but subject to all
other terms, covenants, conditions and provisions of this Lease.

34.  SUBLETTING AND ASSIGNMENT 34.1 In Section

     34.1, delete the fifth sentence entirely.

     34.2 In Section 4.2, in the third line, change 'ninety (90)' to "thirty
(30)"; in the fifth line, delete 'an assignment....or' and change 'fifty percent
(50%)' to "eighty percent (80%)"; and delete the last sentence entirely.

     34.3 Notwithstanding the requirement to the contrary in Section 4.1,
provided Tenant is not then in monetary default of any of the terms or
conditions of this Lease, Tenant shall not be required to obtain Landlord's
consent to sublet all or any part of the demised premises to any parent,
subsidiary or affiliated company, but Tenant shall furnish Landlord with written
notice and a fully-executed copy of any such sublease agreement, together with a
floor plan of the sublet area. Any such subletting shall be subject to the
remaining provisions of Sections 4.1 and 4.4.

     34.4 Notwithstanding the provisions of Section 4.3 to the contrary, in the
event Landlord does not exercise its right to terminate this Lease, provided
Tenant is not then in default of any of the terms or conditions of this Lease,
Tenant may sublet all or a portion of the demised premises after first obtaining
the written consent of the Landlord, provided that Fifty Percent (50%) of the
excess of any rent accruing to Tenant as a result of such sublease over the rent
then being paid by Tenant for the sublet area shall be paid by Tenant to the
Landlord as additional monthly rent.

35.  SERVICES AND UTILITIES

<PAGE>

     35.1 In Section 5.1, in the last line, after 'Lease' insert "unless the
demised premises are untenantable for five (5) consecutive business days due to
Landlord's negligence then Tenant may abate paying rent until such service is
restored".

     35.2 In Section 5.2, in the second line, change '72' to "24".

     35.3 In Subsection 5.3(c), in the last line, before 'service' insert
"reasonable".

     35.4 In accordance with Section 5.1, the following are legal holidays for
the Building: New Year's Day, Martin Luther King, Jr., Day, Inauguration Day,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Columbus Day,
Veterans' Day, Thanksgiving Day and Christmas Day.

     35.5 Notwithstanding Section 5.2, the cost of overtime HVAC services as of
the date of this Lease is as follows:

     $48.06 per hour for one (1) floor/Monday - Saturday

     $61.39 per hour for one (1) floor/Sundays & holidays

36.  USE AND UPKEEP OF PREMISES

     36.1 In Section 6.2, in the fourth line, after 'Landlord's' insert
"reasonable; and in the last sentence, insert a period after 'Landlord' and
delete the rest of the sentence.

     36.2 In Subsection 6.4(a), at the beginning of the paragraph, insert
"Except for cosmetic changes and decorations,"; and in the eleventh line, delete
'water cooler,'.

     36.3 In Subsection 6.4(b), in the sixth line, after 'Premises' insert a
period and delete the rest of the sentence; and in the eleventh line, change
'five (5)' to "ten (10)".

     36.4 In Subsection 6.4(c), in both the third and sixth lines, after
'Premises' insert "after the Lease Commencement Date"; in the eighth line, after
'expense' insert "provided Landlord so advised Tenant when Tenant requested
Landlord's consent thereto"; and delete the last two sentences entirely.

     36.5 In Section 6.6, in the fifth line, after 'Landlord's' insert
"reasonable"; and in the seventh line, after 'Landlord' insert a period and
delete the rest of the sentence.

     36.6 In Subsection 6.8(b), in the second line, after 'except' insert "in
the freight elevators".

     36.7 In Section 6.9, in the fifth line, after 'Landlord's' insert
"reasonable"; delete the second sentence entirely; and at the end of the
paragraph, insert "Notwithstanding the foregoing, Landlord shall use
commercially reasonable efforts to equitably enforce all Rules and
Regulations.".

37.  ACCESS

     37.1 In Section 7.1, in the second line, after 'times' insert "with
reasonable notice (except in emergencies)".

     37.2 In accordance with Section 7.2, Tenant may install additional locks or
security equipment in the demised premises, as required for compliance with
Tenant's security regulations. In such event, Landlord will not be required to
provide janitorial services to such locked or secured areas unless accompanied
by a representative of Tenant at times when janitorial services are normally
provided.

<PAGE>

     37.3 Provided Tenant is not then in default of any of the terms or
conditions of this Lease, Landlord's access to the demised premises shall be
subject to Tenant's security regulations and made upon reasonable notice, except
if such access is required for emergency purposes, repairs, maintenance or
inspections.

38.  LIABILITY

     38.1 Tenant hereby waives any right it may have against Landlord or
Landlord's Agent on account of any loss or damage occasioned to Tenant, its
property, the Demised Premises or its contents arising from any risk generally
covered by fire and extended coverage insurance, whether or not such a policy
shall be in force. Landlord hereby waives any rights it may have against Tenant
on account of any loss or damage occasioned to Landlord, its property, or to the
Building of which the Demised Premises are a part arising from any risk
generally covered by fire and extended coverage insurance, whether or not such a
policy shall be in force.

     38.2 In Section 8.1, in the third line, after 'thereof' insert "except for
losses due to Landlord's, or its agents' or employees' negligence and arising
from risks outside those specified in the mutual waiver of subrogation provided
in Section 38.1" and delete the remainder of the paragraph.

     38.3 In Section 8.2, in the fifth line, after the first 'Tenant,' change
the comma to period and delete the rest of the sentence.

     38.4 In Subsection 8.4(a), in the fourth and fifth lines, delete 'and
property damage insurance' and '8.1, 8.2 and'; and in the last sentence, delete
'cross liability endorsements, and' and insert a period after 'endorsement' and
delete the rest of the sentence.

     38.5 In Subsection 8.4(b), after 'Premises' insert an apostrophe and delete
'and

39.  LANDLORD'S INSURANCE

     39.1 At all times during the term of this Lease and during such other time
that Tenant occupies the Premises or any part thereof, Landlord shall at its
cost and expense, but nevertheless to be included in Operating Expenses, obtain
and maintain (or cause to be obtained and maintained) insurance policies
providing at least the following coverages:

          (a) Comprehensive general liability insurance (including automobile
liability) on a per occurrence basis with a combined single limit of One Million
Dollars ($1,000,000.00) per occurrence and endorsed to insure the contractual
liability assumed by Landlord and covering Landlord as insured.

          (b) All risk property damage insurance (including theft) covering
Landlord's real and personal property in the Building in a minimum amount that
is commercially reasonable for first-class office buildings in the Washington,
D.C. metropolitan area.

40.  DAMAGE

     40.1 In Section 9.1, in the fifth line, change 'ten (10)' to "thirty (30)".

     40.2 In Section 9.2, in the second line, delete 'without the
fault...visitors,'; in the ninth and tenth lines, delete 'for as building
standard items'; and delete the penultimate sentence entirely.

     403 In Section 9.3, in the eleventh line, after 'Landlord' insert "or
Tenant" and delete 'Tenant' and replace with "the other".

41.  CONDEMNATION

<PAGE>

     41.1 In Section 10.1, delete the second sentence entirely; and in the last
line, change 'fifty percent (50%)' to "thirty percent (30%)".

42.  HAZARDOUS MATERIALS

     42.1 Landlord represents and warrants that, to the best of its knowledge,
the demised premises, as of the date hereof and as of the Lease Commencement
Date, (i) are and will be in compliance with all applicable governmental and
regulatory laws, ordinances or rules concerning environmental protection or
hazardous materials or hazardous substances, and (ii) do not contain any
asbestos-containing materials which in their present condition would pose a
significant health hazard, and (iii) do not contain any other hazardous
materials or hazardous substances except those that may be used routinely in
building operations (e.g. drain cleaners and biocides), which Landlord
represents and warrants are used in compliance with all applicable laws.

     42.2 In the event of a release of hazardous materials in the Building,
Landlord will use its best efforts to abate the hazard within a reasonable time.

43.  BANKRUPTCY

     43.1 In Subsection 11.1(d), in the second line, change 'thirty (30)' to
"ninety (90)".

44.  DEFAULTS AND REMEDIES

     44.1 In Section 12.3, in the second and third lines, delete 'or vacate' and
replace with ", as defined in Subsection 12.7(a) below,"; and in the eleventh
line, change 'sole' to "reasonable".

     44.2 In Section 12.6, delete the third sentence entirely.

     44.3 In Subsections 12.7(b), 12.7(c) and 12.7(d), in each of the first
lines, delete 'vacates or'.

45.  TENANT'S HOLDOVER

     45.1 In Section 14.2, in the fourth line, delete 'three' and substitute
'one and one-half'.

46.  SECURITY DEPOSIT

     46.1 Notwithstanding anything to the contrary in Section 15 of the Lease,
the amount stipulated in Section 1.6 of this Lease as a security deposit shall
be in the form of an irrevocable and unconditional Letter of Credit from Signet
Bank. If the Letter of Credit expires prior to the expiration of the Lease term,
Tenant shall replace the Letter of Credit at least thirty (30) days prior to its
expiration. If Tenant shall not, at least thirty (30) days prior to its
expiration, have delivered a replacement Letter of Credit having a later
expiration date, Landlord may convert any Letter of Credit into a cash deposit
in the full amount thereof. Provided Tenant is not then in default in the
payment of rent or any other charges due Landlord, and further provided the
demised premises are left in good condition, ordinary wear and tear excepted, as
described in Section 6.10, said Letter of Credit shall be cancelled within
thirty (30) days after the termination of this Lease. If Tenant is then in
default or if the premises are not left in good condition, then the Letter of
Credit shall be converted into a cash deposit and applied to sums due Landlord
or the cost of repairing damages to the demised premises.

     46.2 In Section 15.1, in the eighth line, delete 'have the right to'.

47.  LIMITATION OF LIABILITY

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     47.1 Section 19.1 is hereby deleted entirely.

48.  NOTICES

     48.1 In Section 21.1, in the second line, after 'addressed' insert ", in
all cases return receipt requested as evidence of delivery,".

     48.2 In Section 21.2, in the second line, after 'rejected' insert a period
and delete the rest of the sentence.

49.  RENEWAL OPTION

     49.1 Provided that Tenant is in compliance with all of the terms and
conditions of this Lease, and further provided that Tenant gives written notice
to Landlord on or before August 1, 2000, time being of the essence, Tenant shall
have the right to extend the term of this Lease for a further term of five (5)
years, from June 1, 2001, to May 31, 2006. Such extension shall be under the
terms, covenants and conditions, including Ninety-Five Percent (95%) of the then
fair market value base annual rent, which shall be subject to mutual agreement
between the parties. The existing formula for additional rent shall continue to
be used. This provision shall be contingent upon Tenant occupying a substantial
portion (51% or more) of the demised premises upon the commencement date of the
extended term.

     49.2 If Landlord and Tenant fail to agree upon such new terms, covenants
and conditions, including Ninety-Five Percent (95%) of the then fair market
value base annual rent, and a formula for additional rent for the extended term,
by October 1, 2000, each shall appoint, at its own expense, a member of the
Washington D.C. Association of Realtors' who is knowledgeable in office rentals.
These appointees shall appoint a third person with the same qualifications. The
cost of the third appointee shall be borne equally by Landlord and Tenant. Each
appointee shall determine the then fair market value rental rate for the space.
Ninety-Five Percent (95%) of the average of the three figures arrived at by the
appointees for the then fair market value rental rate shall be used as the base
annual rent. The existing Lease shall be used.

     49.3 For the purposes of determining rental for the Renewal Option in
Sections 48.1 and 48.2, "fair market value" shall be defined as the rent
obtained in signed renewal leases within twelve (12) months prior to beginning
of the renewal period, for space of a size close to that of the demised premises
with comparable finish and quality, in buildings of comparable size, quality,
age, and location in the Rock Spring Park office complex. Fair market value rent
shall reflect any Landlord concessions such as rental abatement, annual
escalators or cash contributions as well as brokerage commissions.

50.  RIGHT OF FIRST OFFERING

     50.1 If, during the term of this Lease, but not during the last twelve (12)
months of the lease term, the existing tenant(s) occupying space on the fourth
(4th) floor of the building vacate(s) such space and the lease therefor
terminates or expires, or if such tenant do(es) not enter into a new lease
agreement or exercise any extension or renewal rights under its/their existing
lease(s), and no other tenant(s) in the building shall have previously been
granted an option or prior right of first offering on such block of space, and
such block of space thereby becomes available, then at such time that Landlord
is notified by the existing tenant occupying such block of space that such block
of space will become available, Landlord shall first offer such space to Tenant
in writing at the then fair market rental rate and upon such other terms and
conditions as are acceptable to Landlord; expressly provided, however, that if
Tenant leases, and rent commences for, such space by April 30, 1996, then the
financial terms therefor shall be the same as specified for the original demised
premises, but pro rated for the area of the additional leased space and
concessions shall be adjusted for the remaining term of this Lease; and further
provided that if Tenant leases, and rent commences for, such space between May
1, 1996, and October 31, 1996, then the rents therefor shall be One Hundred Five
Percent (105%) of the rents specified for the original demised premises, but pro
rated for the

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area of the additional leased space and concessions shall be adjusted for the
remaining term of this Lease. Tenant shall have ten (10) days in which to accept
in writing Landlord's offer for such space, or any part thereof as mutually
agreed by Landlord and Tenant. If Tenant fails to accept Landlord's offer within
the time specified, Landlord shall have no further obligation to Tenant with
respect to any of such space then being offered. In the event Tenant accepts
Landlord's offer for such space within the time specified, Tenant agrees to
accept the space in its "as is" condition at the time such space become
available and shall be obligated for the payment of rent sixty (60) days from
the date following the day such space becomes available regardless of any
additional time required by Tenant to construct, alter or redecorate the space
to Tenant's requirements. Landlord makes no representation that carpeting or
special improvements that may have been in the space prior to when the present
occupant vacates the space, will remain for Tenant's use. This Right of First
Offering shall not apply to any block of space which is offered for sublet or
assignment by the existing tenant thereof, nor shall it apply to any block of
space re-leased by the existing tenant thereof by renewal, extension or
renegotiation. This right of first offering is contingent upon Tenant not being
in monetary default beyond any applicable cure period of any of the terms or
conditions of this Lease at the time of Landlord's offer, and further contingent
upon Tenant being in substantial (51% or more) occupancy of the demised premises
at the time Tenant exercises its Right of First Offering. Notwithstanding the
foregoing, Landlord shall have no liability whatsoever for failing to notify or
advise Tenant of the availability of any space pursuant to this provision and
Tenant hereby waives all legal and equitable rights with respect hereto.

     50.2 Provided Tenant has previously leased the remainder of all space on
the fourth (4th) floor, then if, during the term of this Lease, but not during
the last twelve (12) months of the lease term, the existing tenant(s) occupying
contiguous space on the fifth (5th) floor of the building vacate(s) such space
and the lease therefor terminates or expires, or if such tenant do(es) not enter
into a new lease agreement or exercise any extension or renewal rights under
its/their existing lease(s), and no other tenant(s) in the building shall have
previously been granted an option or prior right of first offering on such block
of contiguous space, and such block of contiguous space thereby becomes
available, then at such time that Landlord is notified by the existing tenant
occupying such block of contiguous space that such block of space will become
available, Landlord shall first offer such space to Tenant in writing at the
then fair market rental rate and upon such other terms and conditions as are
acceptable to Landlord; expressly provided, however, that if Tenant leases, and
rent commences for, such space by April 30, 1996, then the financial terms
therefor shall be the same as specified for the original demised premises, but
pro rated for the area of the additional leased space and concessions shall be
adjusted for the remaining term of this Lease; and further provided that if
Tenant leases, and rent commences for, such space between May 1, 1996, and
October 31, 1996, then the rents therefor shall be One Hundred Five Percent
(105%) of the rents specified for the original demised premises, but pro rated
for the area of the additional leased space and concessions shall be adjusted
for the remaining term of this Lease. Tenant shall have ten (10) days in which
to accept in writing Landlord's offer for such space, or any part thereof as
mutually agreed by Landlord and Tenant. If Tenant fails to accept Landlord's
offer within the time specified, Landlord shall have no further obligation to
Tenant with respect to any of such space then being offered. In the event Tenant
accepts Landlord's offer for such space within the time specified, Tenant agrees
to accept the space in its "as is" condition at the time such space become
available and shall be obligated for the payment of rent sixty (60) days from
the date following the day such space becomes available regardless of any
additional time required by Tenant to construct, alter or redecorate the space
to Tenant's requirements. Landlord makes no representation that carpeting or
special improvements that may have been in the space prior to when the present
occupant vacates the space, will remain for Tenant's use. This Right of First
Offering shall not apply to any block of space which is offered for sublet or
assignment by the existing tenant thereof, nor shall it apply to any block of
space re-leased by the existing tenant thereof by renewal, extension or
renegotiation. This right of first offering is contingent upon Tenant not being
in monetary default, beyond any applicable cure period, of any of the terms or
conditions of this Lease at the time of Landlord's offer, and further contingent
upon Tenant being in substantial (51% or more) occupancy of the demised premises
at the time Tenant exercises its Right of First Offering. Notwithstanding the
foregoing, Landlord shall have no liability whatsoever for failing to notify or
advise Tenant of the availability of any space pursuant to this provision and
Tenant hereby waives all legal and equitable rights with respect hereto.

51.  NONDISTURBANCE

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     51.1 Notwithstanding anything to the contrary in Section 13, Landlord
agrees to use reasonable efforts to obtain a nondisturbance agreement from
existing mortgagees granting unto Tenant the right to continue peacefully in
possession of the demised premises in the event of foreclosure under any
existing deed of trust, transfer by deed in lieu of foreclosure, sale at
foreclosure or termination of any existing ground lease, as long as Tenant is
not in default under this Lease. Such agreement shall be contingent upon
Tenant's agreement to attorn to and recognize any purchaser at any foreclosure
sale, transferee by deed in lieu of foreclosure and any subsequent ground
lessor, and their successors or assigns, as the successor-in-interest to
Landlord in the event of foreclosure, transfer by deed in lieu of foreclosure,
sale at foreclosure or termination of such ground lease.

52.  SPRINKLERS

     52.1 Landlord, at Landlord's sole expense, shall install piping for a
sprinkler system in the demised premises when remodeling thereof is being done.
Landlord agrees to give Tenant reasonable prior notice of the commencement of
such work, and Tenant agrees to cooperate with Landlord and to do that which is
reasonably necessary to facilitate the installation of such system in the
demised premises.

53.  AMERICANS WITH DISABILITIES ACT (ADA)

     53.1 On a case-by-case basis, Landlord, at its expense, will comply with
all final orders of any federal government agency to conform the common areas of
the building with the requirements of the Americans with Disabilities Act (ADA);
provided, however, that Tenant shall be solely responsible for conformance of
the demised premises with the ADA.

54.  EXTERIOR SIGNAGE

     54.1 Provided Tenant is not in default of any of the terms or conditions of
this Lease and provided Tenant occupies at lease 35,000 square feet in the
Building pursuant to this Lease, Tenant shall have the right, at Tenant's
expense, to maintain one (1) sign with its name on the exterior of the Building,
subject to governmental and Landlord's approval of the exact location, size,
style, material and method of application. The cost of installing, operating,
maintaining and insuring the sign (and insuring against damage and injury caused
thereby) shall be paid solely by Tenant. In the event Tenant subsequently
occupies less than 35,000 square feet in the Building pursuant to this Lease,
Landlord, at its option, will have the right to have such exterior signage
removed at Tenant's expense.

55.  EXECUTION OF DOCUMENT

     55.1 In the event Tenant does not execute and return this document by the
close of business on September 29, 1995, then Landlord may market the subject
space to others without further notice to Tenant.