MULTITENANT OFFICE DEED OF LEASE AGREEMENT

MULTITENANT
OFFICE DEED OF
LEASE AGREEMENT

OPUS EAST, L.L.C., as Landlord,

and

SM&A CORPORATION, as Tenant.

METRO PLACE II

MERRIFIELD, VIRGINIA

TABLE OF CONTENTS
-----------------

Basic Terms

ARTICLE 1. LEASE OF PREMISES AND LEASE TERM....................................1

1.1. Premises..............................................................1
1.1.1. Letting........................................................1
1.1.2. Initial Premises, Expansion Premises and Other Premises........1
1.1.3. Measurement....................................................1
1.1.4. Parking........................................................2
1.2. Term, Delivery and Commencement.......................................2
1.2.1. Term...........................................................2
1.2.1.1. Initial Term..............................................3
1.2.1.2. Option to Renew...........................................3
1.2.1.3. Exercise of Option to Renew...............................3
1.2.2. Tender of Possession...........................................3
1.2.3. Commencement Date Memorandum...................................3
1.2.4. Early Occupancy - Fit-Up-Work..................................4
1.2.5. First Expansion Space..........................................4
1.2.6. Second Expansion Space.........................................5
1.2.7. First Notice Space.............................................6
1.2.8. Other Expansion Premises and First Offer Space Matters.........6
1.3. Effectof Occupancy....................................................7
1.4. Security Deposit......................................................7

ARTICLE 2. RENTAL AND OTHER PAYMENTS...........................................8

2.1. Basic Rent............................................................8
2.1.1. Staged Delivered Floors........................................8
2.1.1. Initial Premises - Initial Term................................8
2.1.2. Expansion Premises and First Notice Space - Initial Term.......9
2.1.3. Second Expansion Space, First Offer Space, and Entire
Premises Renewal Term(s)..............................................9
2.1.3.1. Landlord's and Tenant's Proposal..........................9
2.1.3.2. Arbitration..............................................10
2.1.4. Payment - Basic Rent - Parking Rent - T/I Rent................10
2.2. Additional Rent......................................................11
2.3. Delinquent Rental Payments...........................................11
2.4. Independent Obligations..............................................11

ARTICLE 3. PROPERTY TAXES AND OPERATING EXPENSES..............................11
3.1 Payment of Excess Expenses...........................................11
3.2. Estimation of Tenant's Share of Excess Expenses......................12
3.3. payment of Estimated Tenant's Share of Excess Expenses...............12
3.4. Re-Estimation of Excess Expenses.....................................12
3.5. Confirmation of Tenant's Share of Excess Expenses....................13

3.6. Tenant Inspection and Audit Rights...................................13
3.7. Intentionally Deleted................................................14
3.8. Personal Property Taxes..............................................14
3.9. Landlord's Right to Contest Property Taxes...........................14
3.10. Adjustment for Variable Operating Expenses..........................14

ARTICLE 4. USE................................................................15
4.1 Permitted Use........................................................15
4.2. Acceptance of Premises...............................................15
4.3. Increased Insurance..................................................15
4.4. Laws/Building Rules..................................................16
4.5. Common Area..........................................................16
4.6. Signs................................................................16

ARTICLE 5. HAZARDOUS MATERIALS................................................17
5.1. Compliance with Hazardous Materials Laws.............................18
5.2. Notice of Actions....................................................18
5.3. Disclosure and Warning Obligations...................................18
5.4. Indemnification......................................................19

ARTICLE 6. SERVICES...........................................................19
6.1. Landlord's Obligations...............................................19
6.1.1. Janitorial Service............................................19
6.1.2. Electrical Energy.............................................20
6.1.3. Heating, Ventilation and Air Conditioning.....................20
6.1.4. Water.........................................................20
6.1.5. Passenger Elevator Service....................................20
6.1.6. Common Area...................................................20
6.1.7. Re-Paint and Carpet Cleaning..................................21
6.1.8. Roof Antennae.................................................21
6.1.9. Security......................................................21
6.1.10. Exercise Facility............................................21
6.1.11. Failure to Provide Certain Services - Abatement..............22
6.2. Tenant's Obligations.................................................22
6.3. Other Provisions Relating to Services................................22
6.4. Tenant Devices.......................................................23

ARTICLE 7. MAINTENANCE AND REPAIR.............................................23
7.1. Landlord's Obligations...............................................23
7.2. Tenant's Obligations.................................................23
7.2.1. Maintenance of Premises.......................................23
7.2.2. Alterations Required by Laws..................................24

ARTICLE 8. CHANGES AND ALTERATIONS............................................24
8.1. Landlord Approval....................................................24
8.2. Tenant's Responsibility for Cost and Insurance.......................25
8.3. Construction Obligations and Ownership...............................25

8.4. Liens................................................................26
8.5. Indemnification......................................................26

ARTICLE 9. RIGHTS RESERVED BY LANDLORD........................................26
9.1. Landlord's Entry.....................................................26
9.2. Control of Property..................................................27
9.3. Lock Box.............................................................28

ARTICLE 10. INSURANCE.........................................................28
10.1. Tenant's Insurance Obligations......................................28
10.1.1. Liability Insurance..........................................28
10.1.2. Property Insurance...........................................29
10.1.3. Other Insurance..............................................29
10.1.4. Miscellaneous Insurance Provisions...........................29
10.1.5. Tenant's Waiver and Release of Claims and Subrogation........29
10.1.6. No Limitation................................................30
10.2. Landlord's Insurance Obligations....................................30
10.2.1. Property Insurance...........................................30
10.2.2. Liability Insurance..........................................30
10.2.3. Landlord's Waiver and Release of Claims and Subrogation......30
10.3. Tenant's Indemnification of Landlord................................31
10.4. Intentionally Deleted...............................................31
10.5. Tenant's Failure to Insure..........................................31

ARTICLE 11. DAMAGE OR DESTRUCTION.............................................31
11.1. Tenantable Within 200 Days..........................................31
11.2. Not Tenantable Within 200 Days......................................31
11.3. Building Substantially Damaged......................................32
11.4. Intentionally Deleted...............................................32
11.5. Landlord's Repair Obligations.......................................32
11.6. Rent Apportionment..................................................33
11.7. Exclusive Casualty Remedy...........................................33

ARTICLE 12. EMINENT DOMAIN....................................................33
12.1. Termination of Lease................................................33
12.2. Landlord's Repair Obligations.......................................33
12.3. Tenant's Participation..............................................34
12.4. Exclusive Taking Remedy.............................................34

ARTICLE 13. TRANSFERS.........................................................34
13.1. Restriction on Transfers............................................34
13.1.1. General Prohibition..........................................34
13.1.2. Transfers to Affiliates......................................35
13.1.3. Costs........................................................35

ARTICLE 14. DEFAULTS; REMEDIES................................................36
14.1. Events of Default...................................................36

iii

14.1.1. Failure to Pay Rent..........................................36
14.1.2. Failure to Perform...........................................36
14.1.3. Misrepresentation............................................36
14.1.4. Other Defaults...............................................36
14.1.5. Notice Requirements..........................................37
14.2. Remedies............................................................37
14.2.1. Termination of Tenant's Possession/Re-entry and
Reletting Right..............................................37
14.2.2. Termination of Lease.........................................38
14.2.3. Present Worth of Rent........................................38
14.3. Costs...............................................................38
14.4. No Waiver...........................................................39
14.5. Waiver and Release by Tenant........................................39
14.6. Landlord's Default..................................................39
14.7. Landlord's Waiver of Consequential Damages..........................40

ARTICLE 15. CREDITORS; ESTOPPEL CERTIFICATES..................................40
15.1. Subordination.......................................................40
15.2. Attornment..........................................................40
15.3. Mortgagee Protection Clause.........................................40
15.4. Estoppel Certificates...............................................41
15.4.1. Contents.....................................................41
15.4.2. Failure to Delivery..........................................41

ARTICLE 16. TERMINATION OF LEASE..............................................41
16.1. Surrender of Premises...............................................41
16.2. Holding Over........................................................42

ARTICLE 17. ADDITIONAL PROVISIONS.............................................42
17.1. Landlord's Improvements.............................................42
17.2. Initial Improvements................................................43
17.2.1. Initial Improvement Plans....................................43
17.2.2. Initial Improvements Construction............................44
17.2.3. Initial Allowance............................................44
17.2.4. Construction Costs...........................................45
17.2.5. Bidding......................................................46
17.2.6. Allowance Expenses Incurred by Tenant........................46
17.2.7. Change Orders................................................47
17.2.8. Punch List...................................................47
17.3. Failure to Complete Initial Premises................................47
17.4. Expansion Premises..................................................48
17.5. Construction Warranty...............................................49

ARTICLE 18. MISCELLANEOUS PROVISIONS..........................................49
18.1. Notices.............................................................49
18.2. Transfer of Landlord's Interest.....................................49
18.3. Successors..........................................................50
18.4. Captions and Interpretation.........................................50

18.5. Relationship of Parties............................................50
18.6. Entire Agreement: Amendment........................................50
18.7. Severability.......................................................50
18.8. Landlord's Limited Liability.......................................51
18.9. Survival...........................................................51
18.10. Attorneys' Fees....................................................51
18.11. Brokers............................................................51
18.12. Governing Law......................................................51
18.13. Time is of the Essence.............................................51
18.14. Joint and Several Liability........................................52
18.15. Tenant's and Landlord's Waiver.....................................52
18.16. Tenant Organization Documents; Authority...........................52
18.17. Provisions are Covenants and Conditions............................52
18.18. Force Majeure......................................................52
18.19. Management.........................................................52
18.20. Financial Statements...............................................53
18.21. Quiet Enjoyment....................................................53
18.22. No Recording.......................................................53
18.23. Intentionally Deleted..............................................53
18.24. Construction of Lease and Terms....................................54

Exhibit A. Definitions
Exhibit B. Legal Description of Land
Exhibit C. Floor Plan
Exhibit D. Commencement Date Memorandum
Exhibit E. Building Rules
Exhibit F. Landlord's Improvements
Exhibit G. Schedule of Fit-Up Work
Exhibit H. Parking Plan
Exhibit I. Initial Improvement Bidder List
Exhibit L. Subordination, Non-Disturbance and Attornment Agreement

OFFICE DEED OF LEASE AGREEMENT
------------------------------

This Office Deed of Lease Agreement is made and entered into as of the
Effective Date by and between OPUS EAST, L.L.C., a Delaware limited liability
company, as Landlord, and SM&A CORPORATION, a California corporation. as Tenant.

DEFINITIONS
-----------

Capitalized terms used in this Lease have the meanings ascribed to them
on the attached EXHIBIT "A."

BASIC TERMS
-----------

The following Basic Terms are applied under and governed by the
particular Section(s) in this Lease pertaining to the following information:

1. INITIAL PREMISES: Initial Premises: Suites 700, 800, 900 and
1000. consisting of approximately 96,274 RSF
(See Section 1.1.3) and located on the 7th
through the 10th floor(s) of the Building.
The Initial Premises are depicted on EXHIBIT
"C."

2. OPTIONS TO EXPAND: (See Sections 1.2.5 and 1.2.6)

3. RIGHT OF FIRST NOTICE: (See Section 1.2.7)

4. INITIAL TERM: Ten (10) Lease Years plus those number of
days remaining in the month in which the
tenth anniversary of the Initial
Commencement Date occurs (See Section 1.2.1)

5. RENEWAL TERM(S): Two-5 year options to renew (See Section
1.2.5)

6. INITIAL PREMISES DELIVERY DATE: May 1, 1999 (See Section 1.2.4 and 17.3)

7. BASIC RENT: On the Initial Commencement Date, for the
Initial Premises. 52,527.192.50 per annum
($26.25/RSF). or 5210.599.37 per month, with
a 2.5% annual escalation.

8. TENANT'S SHARE OF EXCESS
EXPENSES PERCENTAGE: For the Initial Premises, 41.37% (See
Sections 1.1.3, 1.2.5, and 1.2.8)

9. TENANT'S SHARE OF EXCESS EXPENSES
PERTAINING TO OPERATING EXPENSES: Tenant's Share of Excess Expenses Percentage
of the increase in Operating Expenses over
the first Lease Year's Operating Expenses,
provided no increase is greater than 8% of
the previous Lease Year's Expenses, except
in the instance of utilities and insurance
costs (See Sections 3.1 and 3.3).

10. TENANT'S SHARE OF EXCESS EXPENSES
PERTAINING TO PROPERTY TAXES: Tenant's Share of Excess Expenses Percentage
of the increase in Property Taxes over the
stop of$1.75 in Property Taxes per RSF of
the Building.

11. IMPROVEMENT ALLOWANCE: $30 to $35 per RSF of the Initial Premises
and the First Expansion Space only plus, for
the Initial Premises only, $0.10 per RSF for
test fit. (See Sections 1.2.8(v) and
17.2.3), and an Additional Allowance for the
Second Expansion Space and First Notice
Space (See Sections 1.2.8(v) and 17.4)

12. SECURITY DEPOSIT: $842,397.48, subject to increase and subject
to elimination (See Section 1.4)

13. RENT PAYMENT ADDRESS: Opus East, L.L.C. Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimiles: (▇▇▇) ▇▇▇-▇▇▇▇

14. ADDRESS OF LANDLORD FOR NOTICES:
Opus East, L.L.C.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
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Attn: ▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimiles: (▇▇▇) ▇▇▇-▇▇▇▇

With a copy to: Opus Corporation
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Legal Department
Facsimiles (▇▇▇) ▇▇▇-▇▇▇▇

15. ADDRESS OF TENANT FOR NOTICES:
(before the Initial Commencement
Date) SM&A Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

(after the Initial Commencement
Date) SM&A Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇

With a copy to:
(before the Initial Commencement
Date) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Administrative Operations Manager
Decision-Science Applications, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

(after the Initial Commencement
Date) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Administrative Operations Manager
Decision-Science Applications. Inc.
c/o SM&A Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

With additional copy to: ▇▇▇▇▇▇▇▇▇▇ DeLorme & ▇▇▇▇▇. P.C.
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇.▇▇▇▇▇▇▇▇▇▇. Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

16. BROKER(S): Tenant's: The ▇▇▇▇ ▇▇▇▇ Company
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

-and-

CB ▇▇▇▇▇▇▇ ▇▇▇▇▇. Inc.
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▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇. ▇.▇. ▇▇▇▇▇

Listing: CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

17. Guarantor(s): None (See definition of "Affiliate")

ARTICLE 1.
----------
LEASE OF PREMISES AND LEASE TERM
--------------------------------

1.1. PREMISES.

1.1.1. LETTING.

Landlord leases and demises the Premises to Tenant and Tenant leases the
Premises from Landlord, in consideration of the covenants and agreements set
forth in this Lease and upon and subject to the terms, covenants and conditions
set forth in this Lease.

1.1.2. INITIAL PREMISES, EXPANSION PREMISES AND OTHER PREMISES.

The portion of the Building designated on the Floor Plan attached hereto as
EXHIBIT "C" and described in the Basic Terms is the "INITIAL PREMISES." The
portion of the Building to which Tenant elects, if at all, to exercise its
option to lease either the First Expansion Space or the Second Expansion Space
as provided in Sections 1.2.5 and 1.2.6 hereof are collectively the "EXPANSION
PREMISES." The portion of the Building comprised of the Initial Premises,
Expansion Premises and any First Notice Space leased pursuant to Section 1.1.7
hereof are collectively the "PREMISES."

1.1.3. MEASUREMENT.

Subject to adjustment as hereafter provided, the RSF of the Initial
Premises is the RSF specified in the Basic Terms, and the RSF of the Building
for the purposes of determining Tenant's Share of Excess Expenses is 234,667,
inclusive of the RSF contained in the Exercise Facility. Landlord determined the
RSF of the Initial Premises and Building for the foregoing purposes in
accordance with BOMA Standards. Likewise, the RSF of the Expansion Premises or
any First Notice Space, if applicable in either instance, will be determined by
Landlord in accordance with BOMA Standards, and Landlord shall advise Tenant, in
writing, of such determination prior, as applicable, to the First and Second
Expansion Commencement Date or the First Notice Space Commencement Date.

If prior to the expiration of three (3) months after the Initial
Commencement Date. Landlord or Tenant determines, in accordance with BOMA
Standards, that the RSF of the Building is not the RSF set forth above for the
determination of Tenant's Share of Excess Expenses Percentage, Landlord and
Tenant will amend this Lease accordingly in respect to such Tenant's Share of
Excess Expenses Percentage. Any such amendment will operate prospectively only
from the Initial Commencement. Landlord and Tenant will not make any retroactive
adjustments in Tenant's Share of Excess Expenses Percentage in respect to the
RSF of the Building. If no adjustment in the RSF of the Building is made prior
to the expiration of three (3) months after the Initial Commencement Date, the
RSF of the Building for the balance of the Term shall be as aforesaid.

If, prior to the expiration of three (3) months after, as applicable, the
Commencement Date for the applicable portion of the Premises, Landlord or Tenant
determines, in accordance

with BOMA Standards, that the RSF of the applicable portion of the Premises
differs from the RSF either specified in the Basic Terms or as determined by
Landlord as aforesaid. Landlord and Tenant will amend this Lease accordingly in
respect to Tenant's Share of Excess Expenses Percentage and the RSF of the
applicable portion of the Premises: provided, however, that any such amendment
will operate prospectively only from the applicable Commencement Date. Landlord
and Tenant will not make any retroactive adjustments to Rent on account of any
difference between the RSF of the applicable portion of the Premises either
specified in the Basic Terms or determined by Landlord. If no adjustment in the
RSF of the applicable portion of the Premises is made prior to the expiration of
three (3) months after the applicable Commencement Date, the RSF of the
applicable portion of the Premises for the balance of the Term shall be as set
forth in the Basic Terms in respect to the Initial Premises or determined by
Landlord prior to the applicable Commencement Date as aforesaid.

1.1.4. PARKING.

In addition to the Premises let to Tenant pursuant to this Lease, during
the Term, at no cost to Tenant, Landlord, shall provide non-exclusive surface
parking spaces in the ratio of 3.6 parking spaces per 1,000 RSF leased in the
Building, including any Expansion Premises and any First Notice Space. Further,
in respect to the Initial Premises, Landlord shall make available to Tenant five
(5) reserved surface parking space ("RESERVED PARKING SPACE(S)"). In the event
the Expansion Premises or First Notice Space is added to the Premises as
provided herein, thereafter at Tenant's option, thirty (30) days' following
written notice from Tenant to Landlord, Landlord shall add one (1) additional
Reserved Parking Space for each 19,250 RSF of either Expansion Premises or First
Notice Space added to the Premises. The Reserved Parking Spaces applicable to
the Initial Premises shall be located as designated on the Parking Plan attached
hereto as EXHIBIT "H." Any added Reserved Parking Spaces as aforesaid shall be
located as close to the Initial Premises' Reserved Parking Spaces as is
reasonable, taking into account other reserved parking spaces then let to other
tenants of the Building. During the Term, Landlord shall not let or otherwise
make available to other tenants of the building reserved parking spaces in a
quantity that is greater than one (1) reserved parking space for each 19,250 RSF
of such other tenants' premises in the Building.

For the first Lease Year, Tenant shall pay to Landlord, as provided in
Section 2.1.4. as rent for each Reserved Parking Space ("PARKING RENT"), the sum
of Sixty Dollars ($60.00) per month. After the expiration of the first Lease
Year and each Lease Year thereafter during the Term, the Parking Rent shall be
increased by the amount charged by Landlord to other tenants of the Building for
other reserved parking spaces that is in excess of the Parking Rent charged by
Landlord to Tenant for the previous Lease Year, provided, however, the Parking
Rent, in any Lease Year, shall not increase by more than eight percent (8%) of
the previous Lease Year's Parking Rent. Landlord shall advise Tenant annually of
such increase, if any, to the Parking Rent.

1.2. TERM, DELIVERY AND COMMENCEMENT

1.2.1. TERM.

1.2.1.1 INITIAL TERM.

The Initial Term of this Lease is the period stated in the Basic Terms. The
Initial Term and the Term commences on the Initial Commencement Date. Unless
sooner terminated as provided herein, the Initial Term expires on the last day
of the calendar month last commencing in the Initial Term, and the Term expires
on the last day of the calendar month last commending in the Term.

1.2.1.2. OPTION TO RENEW.

At the end of the Initial Term, provided Tenant is not then in default.
Tenant shall have the right to extend the Initial Term of this Lease for two (2)
additional periods of five (5) years each (respectively, "FIRST RENEWAL TERM,"
and "SECOND RENEWAL TERM"). The First Renewal Term and the Second Renewal Term
are sometimes individually referred to as "RENEWAL TERM" or collectively as
"RENEWAL TERMS."

1.2.1.3. EXERCISE OF OPTION TO RENEW.

Subject to the Tenant's right to withdraw a Renewal Notice as provided in
Section 2.1.3 hereof, the right to renew for the First Renewal Term or the
Second Renewal Term shall be exercised by Tenant giving written Notice to
Landlord not less than twelve (12) months prior the expiration, as applicable,
of the Initial Term and the First Renewal Term. Each written Notice in respect
to the exercise of Tenant's right to renew is hereinafter referred to as
"RENEWAL NOTICE." Notwithstanding the foregoing, Tenant's right to renew for the
Second Renewal Term is contingent on Tenant having exercised its right to the
First Renewal Term.

1.2.2. TENDER OF POSSESSION.

Subject to Force Majeure, Tenant Delay and Change Orders. Landlord will
tender possession to Tenant of (i) the entire Initial Premises on or before the
Initial Commencement Date, (ii) the applicable Expansion Premises on or before
the subject Expansion Commencement Date, and (iii) the First Notice Space on or
before the applicable First Notice Space Commencement Date. If for any reason
Landlord is unable to tender possession of the applicable portion of the
Premises to Tenant on or before the applicable foregoing dates, this Lease shall
nonetheless remain in full force and effect and Landlord shall not be liable to
Tenant for any resulting loss or damage, except, in respect to the Initial
Premises as provided in Section 17.3. Notwithstanding the foregoing, if there is
a delay in the tender of possession for the applicable portion of the Premises
that is caused by Tenant Delay, the applicable Rent Commencement Date shall be
on the date the Tenant's Improvements for such portion of the Premises would
have been Substantially Completed, but for the subject Tenant Delay.

1.2.3. COMMENCEMENT DATE MEMORANDUM.

Within a reasonable time after the applicable Commencement Date, Landlord
will execute and deliver to Tenant the Commencement Date Memorandum with all
blanks completed

relating to dates applicable to the subject portion of the Premises as provided
in this Lease. Tenant will, within ten (10) days after receiving the applicable
Commencement Date Memorandum from Landlord, deliver to Landlord the applicable
Commencement Date Memorandum executed by Tenant or a written objection from
Tenant as to the accuracy of its content. Tenant's failure to execute and
deliver to Landlord the applicable Commencement Date Memorandum does not affect
any obligation of Tenant under this Lease. If Tenant does not timely execute and
deliver to Landlord the applicable Commencement Date Memorandum or deliver its
written objection thereto as aforesaid, Landlord and any prospective purchaser
or encumbrancer may conclusively rely on the information contained in the
applicable Commencement Date Memorandum executed by Landlord and delivered to
Tenant.

1.2.4. EARLY OCCUPANCY - FIT-UP WORK.

Except for Fit-Up Work hereafter provided, Tenant will not occupy any
portion of the Premises before Substantial Completion of such applicable portion
without Landlord's prior written consent, which consent Landlord may grant,
withhold or condition in its sole discretion. However, not less than thirty (30)
days prior to the date Landlord reasonably estimates to be the date on which
each floor of the Initial Premises and, if applicable and if Landlord is
constructing the Tenant's Improvements therefor, the Expansion Premises and
First Notice Space will each be Substantially Complete, Landlord shall advise
Tenant of the same, in writing. Thereafter, for each floor of the Initial
Premises and, if applicable, for the Expansion Premises and First Notice Space
for which Landlord has given Notice as aforesaid, Tenant shall be permitted to
enter the applicable portion of the Premises to perform, at Tenant's sole cost
and expense, that work set fort on EXHIBIT "G" attached hereto and made a part
hereof which shall be referred to as "FIT-UP WORK." All Fit-Up Work shall be
performed by Tenant pursuant to those safety, scheduling, staging, labor and
insurance rules, regulations and requirements as Landlord shall reasonably
establish.

1.2.5. FIRST EXPANSION SPACE.

Not less than one hundred ten (110) days prior to the date Landlord
reasonably estimates to be the date on which the entire Initial Premises will be
Substantially Complete, Landlord shall advise Tenant, in writing, of the same
together with Landlord's designation of the size, configuration and location of
those portions of the Building (which shall be at least one (1) full floor of
contiguous space) that is then currently available to be added to the Premises.
Within fifteen (15) Business Days following Tenant's receipt of such Notice,
Tenant, at its election, may notify Landlord, in writing ("FIRST EXPANSION
NOTICE"), of those portions ("FIRST EXPANSION SPACE") of the Landlord designated
vacant space Tenant elects to add to the Premises, provided such election is for
not more than one (1) full floor of the Building and not for less than 10,000
RSF of the Building. The configuration and location of the First Expansion Space
shall also be agreed to in good faith by Landlord and Tenant so as to create
efficient, functional design for the First Expansion Space. In any event, the
exact number of RSF by which the Premises will be increased will be that number
of RSF as close to the RSF specified in Tenant's aforesaid election Notice which
permits the balance of the applicable portion of the Building not affected by
the First Expansion Space to be of such a size, location and configuration so as
to not unreasonably interfere with leasing the balance of the applicable portion
of the Building to other tenants.

However, if Landlord does not receive within said fifteen (15) Business Days
Tenant's First Expansion Notice, it shall act as notice to Landlord that Tenant
has waived and released such right.

1.2.6. SECOND EXPANSION SPACE.

At the times and on the terms hereafter provided, Tenant shall have the
right to add to the Premises approximately 20,000 RSF of office space in the
Building ("SECOND EXPANSION SPACE"). If Tenant desires to add Second Expansion
Space to the Premises, Tenant shall notify Landlord, in writing, of the same at
any time prior to the expiration of the fifty-third month following the Initial
Commencement Date. Within ten (10) days following Landlord's receipt of such
Notice, Landlord shall advise Tenant, in writing, of the size (which shall be at
least 20.000 RSF), configuration, location and extent of prior tenant
improvements of those portions of the Building that will be available during the
period commencing on the sixtieth (60th) month and ending on the sixty-sixth
(66th) month subsequent to the Initial Commencement Date. Within thirty (30)
days following Tenant's receipt of Landlord's designated vacant space as
aforesaid, Tenant, at its election, subject to the foregoing size limitations,
may specify, in writing ("SECOND EXPANSION NOTICE"), the location, size and
reasonable configuration of the Second Expansion Space. Notwithstanding the
foregoing, as provided in Section 2.1.3.1, Tenant may withdraw its Second
Expansion Notice. The configuration and location of the Second Expansion Space
shall also be agreed to in good faith by Landlord and Tenant so as to create
efficient, functional design for the Second Expansion Space. In any event, the
exact number of RSF by which the Premises will be increased will be as close to
20,000 RSF which permits the balance of the applicable portion of the Building
not affected by the Second Expansion Space to be of such a size, location and
configuration so as to not unreasonably interfere with leasing the balance of
the applicable portion of the Building to other tenants. However, if Landlord
does not receive within said thirty (30) days Tenant's Second Expansion Notice,
it shall act as notice to Landlord that Tenant has waived and released such
right.

1.2.7. FIRST NOTICE SPACE.

Promptly following the execution of leases (including this Lease) for
ninety-five percent (95%) of the office space in the Building ("INITIAL
LEASE-UP"), Landlord shall advise Tenant of the same, in writing. During the
period ("NOTICE PERIOD") commencing on the date of the Initial Lease-Up, and
ending, subject to the following, on the date that is three (3) years prior the
expiration of the applicable portion of the Term, Landlord shall advise Tenant
of (i) the date on which office space in the Building will become available (and
re-available, if let to other tenants because Tenant did not exercise its rights
thereto as provided in this Section 1.2.7); (ii) the size. configuration, and
location thereof (iii) the prior tenant improvements thereto; and (iv) the
rights, if any, of other tenants in the Building to such office space (e.g.,
expansion rights) that may become effective at some time after the date of such
availability.

If Tenant chooses, within thirty (30) days subsequent to the date Landlord
advised Tenant as aforesaid, Tenant may elect, by written notice to Landlord
("FIRST NOTICE ELECTION"), to add all or any portion of such noticed space
("FIRST NOTICE SPACE") to the Premises, on all of the terms and conditions of
this Lease, except that the Basic Rent or Additional Allowance therefor,

if Landlord and Tenant cannot agree as provided in Section 2.1.3.1, shall be
determined by arbitration as provided in Section 2.1.3.2 hereof. In the event
Landlord does not receive a First Notice Election from Tenant within said thirty
(30) day period, it shall act as notice to Landlord that Tenant has waived its
right to the office space that is the subject of Landlord's aforesaid notice to
Tenant until such space again becomes available for lease as aforesaid.

If, as applicable, prior to the seventh (7th) anniversary of the Initial
Term or prior to the third (3rd) anniversary of the First Renewal Term Tenant
does not then elect to extend the Term for the applicable Renewal Term, the
rights of Tenant pursuant to this Section 1.2.7 will expire, respectively, on
the seventh (7th) anniversary of the Initial Commencement Date and on the third
(3r) anniversary of the First Renewal Term. Notwithstanding the foregoing, if
after such expiration Tenant exercises its applicable Renewal Term rights as
provided herein, then the rights of Tenant pursuant to this Section 1.2.7 shall
be reinstated until the date that is three (3) years prior to the expiration of
the applicable portion of the Term (subject to further reinstatement if Tenant
exercises its right to the Second Renewal Term).

1.2.8. OTHER EXPANSION PREMISES MATTERS.

If Tenant does elect to add First Expansion Space, Second Expansion Space
or First Notice Space to the Premises as aforesaid:

(i) The First Expansion Space shall be deemed to form a part of the
Premises on the First Expansion Commencement Date, the Second
Expansion Space shall be deemed to form a part of the Premises on
the Second Expansion Commencement Date, and the applicable First
Notice Space shall be deemed to form a part of the Premises on the
subject First Notice Space Commencement Date.

(ii) The annual Basic Rent shall be increased on the First Expansion
Commencement Date, by an amount equal to the Basic Rent per RSF
then required to be paid by Tenant for the Initial Premises
multiplied by the number of RSF in the First Expansion Space. The
annual Basic Rent shall be increased on, as applicable, the Second
Expansion Commencement Date and the subject First Notice Space
Commencement Date as determined pursuant to Section 2.1.3 hereof.

(iii) Tenant's Share for Excess Expenses Percentage for both Operating
Expenses and Property Taxes shall be adjusted on the applicable
Commencement Date in respect to the number of RSF included, as
applicable, in the First Expansion Space, Second Expansion Space
and First Notice Space.

(iv) As provided in Section 17.4, (1) Landlord shall construct the
First Expansion Space Expansion Improvements, and (2) Landlord
shall construct or shall permit Tenant to construct or cause to be
constructed the Second Expansion Space Expansion Improvements and
First Notice Space Improvements that are reasonably consistent to
the Initial Improvements. If the proposed Second Expansion Space
Expansion Improvements or First Notice Space Improvements are not
reasonably consistent, such inconsistent Expansion Improvements or
First

Notice Space Improvements shall be deemed Alterations subject to
the provisions of Article 8 hereof. Further, promptly following
the completion of the Second Expansion Space Expansion
Improvements or First Notice Space Improvements, if constructed or
caused to be constructed by Tenant, Tenant shall deliver to
Landlord a complete set of the as- built plans and specifications
therefor.

(v) An Additional Allowance equal to the Initial Allowance shall be
afforded by Landlord to Tenant for the First Expansion Space. As
provided in Section 17.4 hereof, no Additional Allowance will be
afforded by Landlord to Tenant for that portion of the Second
Expansion Space or subject First Notice Space that has been
improved for the use of other tenant(s) prior to the date Tenant
exercises its rights hereunder to such portion of the Premises. As
to those portions of the Second Expansion Space or subject First
Notice Space that have not been improved for the use of other
tenant(s). Landlord shall afford Tenant the Additional Allowance
determined, if Landlord and Tenant cannot agree, by arbitration
pursuant to Section 2.1.3.2 hereof.

1.3. EFFECT OF OCCUPANCY.

Subject to the Warranty Terms, except for Fit-Up Work, Tenant's occupancy
of the Premises after Substantial Completion of the applicable portion of the
Tenant's Improvements conclusively establishes that Landlord completed the
Improvements as required by this Lease in a manner satisfactory to Tenant. The
Warranty Terms provide Tenant with its sole and exclusive remedies for
Landlord's incomplete or defective construction of the Improvements. Tenant's
failure to strictly comply with the Warranty Terms with respect to any item
included as part of the Improvements constitutes Tenant's waiver and release of
any and all rights, benefits, claims or warranties available to Tenant under
this Lease, at law or in equity in connection with each such item.

1.4. SECURITY DEPOSIT.

Contemporaneously with the execution hereof, Tenant shall either pay to
Landlord the sum of Eight Hundred Forty Two Thousand, Three Hundred Ninety Seven
and 48/100ths Dollars ($842,397.48) in cash, or deliver to Landlord an
unconditional letter of credit, in form, content and drawn on a nationally
insured bank reasonably satisfactory to Landlord in the foregoing amount (in
either instance, "SECURITY DEPOSIT"). The Security Deposit, if in cash, shall be
held by Landlord in a money market account reasonably acceptable to Landlord and
Tenant. The interest earned thereon shall be deemed income to Tenant and
distributed by Landlord to Tenant not more frequently than once each Lease Year
within thirty (30) days following Tenant's written request to Landlord for such
distribution. Landlord shall not be responsible for any loss resulting from the
deposit of such cash in a money market account. In the event of a loss of
principal. Tenant shall pay to Landlord the amount of such loss within ten (10)
days following written request therefor from Landlord to Tenant. Whether the
Security Deposit is in cash or by letter of credit it shall be held by Landlord
as security for the performance by Tenant of Tenant's covenants and obligations
under this Lease. It is expressly understood that the Security Deposit shall not
be considered an advance payment of Basic Rent or Additional Rent, or a measure

of Landlord's damages in case of a default by Tenant hereunder which is not
cured within the applicable cure period provided in this Lease. Additionally. if
the Security Deposit is in the form of a letter of credit, unless Tenant
delivers to Landlord a replacement letter of credit not less than thirty (30)
days prior to the expiration of the exiting letter of credit, Landlord may draw
upon such letter of credit and hold the cash therefrom as the Security Deposit.
Upon the occurrence of a default by Tenant which is not cured within the
applicable cure period provided in this Lease, Landlord may, from time to time,
without prejudice to any other remedy, use the Security Deposit, if in cash, or
draw on the letter of credit and use the cash therefrom to the extent necessary
to make good any arrearages of Basic Rent, Additional Rent, or any other damage.
injury, expense or liability caused to Landlord by such default of Tenant which
is not cured within the applicable cure period provided in this Lease. Following
any such application of the Security Deposit, Tenant shall pay to Landlord,
within ten (10) days after written demand to Tenant the amount so applied in
order to restore the Security Deposit to its original amount. If Tenant has not
then met the net worth test provided in the next grammatical paragraph, in the
event Tenant elects to add Expansion Premises or First Notice Space to the
Premises, on the applicable Commencement Date therefor, the Security Deposit
shall be increased by the amount that equals four (4) months Basic Rent for such
Expansion Premises or First Notice Space.

Provided there exists no default by Tenant hereunder or, if a default,
after such default is acknowledged, in writing, by Landlord to have been cured,
Landlord shall return to Tenant any remaining balance of the Security Deposit
together with interest earned thereon (or the letter of credit, if not then
drawn upon) within ten (10) days following the first to occur of (i) Tenant
delivering to Landlord financial statements or other documentation, each in form
and content reasonably satisfactory to Landlord, that the net worth of Tenant
(exclusive of goodwill), determined in accordance with generally accepted
accounting principles, consistently applied, has, for the previous three (3)
months, been equal to or greater than Forty Million Dollars ($40,000,000.00), or
(ii) the expiration or earlier termination of the Term. Landlord shall assign
the Security Deposit to any transferee of Landlord's interest in the Building,
which transferee shall accept such assignment, in writing, and thereafter
Landlord shall have no further liability for the return of the Security Deposit.

ARTICLE 2.
----------
RENTAL AND OTHER PAYMENTS
-------------------------

2.1. BASIC RENT.

2.1.1. INITIAL PREMISES - INITIAL TERM.

For the first Lease Year of the Initial Term, the Basic Rent for the
Initial Premises is Twenty Six and 25/100 Dollars ($26.25) per RSF in the
Initial Premises which equals Two Million Five Hundred Twenty Seven Thousand.
One Hundred Ninety Two and 50/100 Dollars ($2,527,192.50) per annum or Two
Hundred Ten Thousand. Five Hundred Ninety Nine and 36/100 Dollars ($210,599.37)
per month. if the RSF of the Initial Premises, pursuant to Section 1.1.3 hereof,
remains 96,274 RSF. Commencing on the first day of the second Lease Year and
continuing on the first day of each Lease Year thereafter during the Initial

Term, the Basic Rent per annum for the Initial Premises will be increased by an
amount equal to Two and One-Half percent (2.5%) of the preceding Lease Year's
Basic Rent for the Initial Premises.

2.1.2. EXPANSION PREMISES AND FIRST NOTICE SPACE - INITIAL TERM.

Commencing on the First Expansion Commencement Date and for the balance of
the Initial Term thereafter, the Basic Rent shall be increased by the amount
equal to the Basic Rent per RSF then required to be paid for the Initial
Premises multiplied by the number of RSF contained in the First Expansion Space.
If pursuant to Section 2.1.3.1 hereof Landlord and Tenant cannot agree on the
Basic Rent for the Second Expansion Space or the subject First Notice Space,
then the Basic Rent therefor commencing on the applicable Commencement Date and
continuing for the balance of the Initial Term thereafter shall be determined by
arbitration as provided in Section 2.1.3.2 hereof.

2.1.3. SECOND EXPANSION SPACE, FIRST NOTICE SPACE AND ENTIRE PREMISES
RENEWAL TERM(S).

2.1.3.1. LANDLORD'S AND TENANT'S PROPOSAL.

Subject to the right of Tenant to withdraw its Renewal Notice, Second
Expansion Notice or First Notice Election (as applicable, "PROPOSAL NOTICE") as
hereafter provided, within fifteen (15) days following its receipt of a Proposal
Notice, Landlord shall advise Tenant, in writing ("LANDLORD'S PROPOSAL"), of (i)
Landlord's proposed Basic Rent, as applicable, for the applicable Renewal Term,
Second Expansion Space or subject First Notice Space setting forth. with
reasonable specificity, the method of computation, (ii) the amount of Additional
Allowance, consistent with the provisions of Section 1.2.8 hereof that Landlord,
in light of the proposed Basic Rent, proposes to afford Tenant for the Second
Expansion Space or subject First Notice Space, and (iii) the designation of
Landlord's Arbitrator. Not later than fifteen (15) days following Tenant's
receipt of Landlord's Proposal, Tenant shall advise Landlord, in writing, of
whether Tenant (a) accepts Landlord's Proposal in its entirety, (b) withdraws
the subject Proposal Notice, or (c) rejects some or all of Landlord's Proposal,
and desires to have either or both of the Basic Rent or Additional Allowance
determined by arbitration as hereafter provided. If Tenant accepts Landlord's
Proposal, Tenant shall be deemed to have exercised its right, as applicable, to
extend the Term for the applicable Renewal Term, or add to the Premises the
Second Expansion Space or subject First Notice Space, and the Basic Rent and
Additional Allowance, if applicable, shall be as set forth in Landlord's
Proposal. If Tenant withdraws the subject Proposal Notice as aforesaid or fails
to advise Landlord as aforesaid of Tenant's election, Tenant shall have waived,
as applicable, its right to renew for the applicable Renewal Term or to add to
the Premises the Second Expansion Space or First Notice Space. If Tenant rejects
Landlord's Proposal, in whole or in part, but Tenant desires to have the
rejected part determined by arbitration. Tenant shall advise Landlord and
Landlord's designated Arbitrator of the designation of Tenant's Arbitrator. In
such event, the arbitration shall be binding on Landlord and Tenant in respect
to, as applicable, the Second Expansion Space or First Notice Space, and Tenant
shall not be permitted to thereafter withdraw, as applicable, its Second
Expansion Notice or First Notice Election. However, as provided in Section
2.1.3.2, Tenant shall be permitted to withdraw its Renewal Notice.

2.1.3.2 ARBITRATION

Within seven (7) days following the date Landlord is advised of (i) the
rejection of all or a part of Landlord's Proposal, and (ii) the identity of
Tenant's designated Arbitrator, the Arbitrators designated by Landlord and
Tenant shall designate a third Arbitrator. Thereafter, within fourteen (14) days
following the designation of the third Arbitrator, each designated Arbitrator
shall notify both Landlord and Tenant, in writing, of their respective
determination of the Market Rate and/or the subject Additional Allowance, which
determination of the Additional Allowance shall take into account the Market
Rate, as applicable, set forth in Landlord's Proposal or as determined by the
subject Arbitrator. Each Arbitrator shall set forth the supporting evidence and
data which such Arbitrator took into account in making such determination(s). If
the Arbitrators are determining the Market Rate, the highest and the lowest
Market Rate determined by the Arbitrators shall be disregarded, and the Basic
Rent, as applicable, for the Renewal Term, Second Expansion Space or subject
First Notice Space shall equal the middle Market Rate. In the event the
Additional Allowance together with the Market Rate are the subject of
arbitration, the Additional Allowance shall be that amount determined by the
Arbitrator who determined the middle Market Rate as aforesaid. If only the
Additional Allowance is the subject of arbitration, then the Additional
Allowance shall be determined by the Arbitrators taking into account the Basic
Rent set forth in Landlord's Proposal and the highest and the lowest Additional
Allowances determined by the Arbitrators shall be disregarded. However, if two
Arbitrators determine the same Market Rate, such commonly determined Market Rate
shall be the Basic Rent, and the Additional Allowance, if applicable, shall be
the average of that determined by such two Arbitrators. If only the Additional
Allowance is the subject of arbitration, and two Arbitrators determine the same
Additional Allowance, such commonly determined Additional Allowance shall be the
Additional Allowance binding on Landlord and Tenant. Notwithstanding the
foregoing, within ten (10) days following Tenant's receipt of the determination
of the Market Rate for the applicable Renewal Term, by Notice from Tenant to
Landlord, Tenant may withdraw its Renewal Notice in which event Tenant shall be
deemed to have waived its right to the applicable Renewal Term. If Tenant fails
to give such Notice to Landlord, it shall act as notice to Landlord that Tenant
has accepted the Market Rate determined as aforesaid and has exercised its right
to the applicable Renewal Term.

In the instance of the Second Expansion Space. First Notice Space and the
applicable Renewal Term (if Tenant does not withdraw its Renewal Notice as
aforesaid), Landlord and Tenant shall each pay the costs incurred in respect to
their respective designated Arbitrators and shall each pay 50% of the cost of
the third Arbitrator. If Tenant withdraws its Renewal Notice as provided in this
Section 2.1.3.2, Tenant shall pay the costs incurred in respect to its
designated Arbitrator and the third Arbitrator and the reasonable costs incurred
by Landlord in respect to Landlord's designated Arbitrator.

2.1.4. PAYMENT - BASIC RENT - PARKING RENT - T/I RENT.

During the Term, Tenant will pay Basic Rent, Parking Rent and T/I Rent in
monthly installments to Landlord, in advance, without offset or deduction
(except as provided in Sections 17.2.4 and 17.4 hereof), commencing on the
applicable Rent Commencement Date for the applicable portion of the Premises,

and continuing on the first day of each and every calendar month after such Rent
Commencement Date. Tenant will make all Basic Rent. Parking Rent and T/I Rent
payments to Landlord at the address specified in the Basic Terms or at such
other place or in such other manner as Landlord may from time to time designate
in writing. Tenant will make all Basic Rent, Parking Rent and T/I Rent payments
without Landlord's previous demand. Landlord and Tenant will prorate. on a per
diem basis, Basic Rent, Parking and T/I Rent for any partial month within the
Term. Notwithstanding the foregoing, in the event there is any change during the
Term in the amount of or any Basic Rent, Parking Rent or T/I Rent as provided
herein, the amount in respect to such change shall not be due and payable until
thirty (30) days following Tenant's receipt of an invoice therefor.

2.2. ADDITIONAL RENT.

Article 3 of this Lease requires Tenant to pay certain Additional Rent
pursuant to estimates Landlord delivers to Tenant. Monthly, during the Term,
Landlord shall invoice Tenant for all Additional Rent due and payable as
provided herein. Tenant will make all payments of estimated Additional Rent in
accordance with Sections 3.3 and 3.4 without deduction or offset. Unless
otherwise specified herein to the contrary, within thirty (30) days following
receipt of Landlord's invoice, Tenant will pay (i) all changes in the Additional
Rent that is the subject of Section 3.3 and 3.4 hereof, and (ii) all other
Additional Rent described in this Lease that is not the subject of Section 3.3
or 3.4. Tenant will make all Additional Rent payments to the same location and
in the same manner as Tenant's Basic Rent payments.

2.3. DELINQUENT RENTAL PAYMENTS.

If Tenant does not pay any installment of Basic Rent or any Additional Rent
within five (5) Business Days after the date the payment is due, Tenant will pay
Landlord an additional amount equal to the greater of (a) interest on the
delinquent payment calculated at the Maximum Rate from the date when the payment
is due through the date the payment is made, or (b) a late payment charge equal
to 5% of the amount of the delinquent payment. Landlord's right to such
compensation for the delinquency is in addition to all of Landlord's rights and
remedies under this Lease, at law or in equity.

2.4. INDEPENDENT OBLIGATIONS.

Notwithstanding any-contrary term or provision of this Lease, Tenant's
covenant and obligation to pay Rent is independent from any of Landlord's
covenants, obligations, warranties or representations in this Lease. Tenant will
pay Rent without any right of offset or deduction. except as provided in Section
17.2.4 and 17.4 hereof.

ARTICLE 3.
----------
PROPERTY TAXES AND OPERATING EXPENSES
-------------------------------------

3.1. PAYMENT OF EXCESS EXPENSES.

Except as hereafter provided in the instance of Tenant's Share of Excess
Expenses pertaining to Operating Expenses for the first Lease Year. Tenant will
pay, as Additional Rent. Tenant's Share of Excess Expenses due and payable
during any calendar year of the Term in the manner this Article 3 describes.
Commencing on the first anniversary of the Initial Commencement Date, Tenant
will pay Tenant's Share of Excess Expenses pertaining to Operating Expenses.
Except for increases in utility charges and insurance costs forming a part of
Operating Expenses, Tenant's Share of Excess Expenses pertaining to Operating
Expenses for the second and subsequent Lease Years shall not be greater than one
hundred eight percent (108%) of the previous Lease Year's Tenant's Share of
Excess Expenses pertaining to Operating Expenses. Tenant will pay Tenant's Share
of Excess Expenses pertaining to Property Taxes for the entire Initial Premises,
commencing on the Initial Commencement Date. Landlord will prorate the
applicable portion of Tenant's Share of Excess Expenses due and payable during
the subject calendar year in which Tenant's obligation to pay Tenant's Share of
Excess Expenses commences or terminates as of the applicable Commencement Date
or termination date, on a per diem basis based on the number of days of the Term
within such calendar year.

3.2. ESTIMATION OF TENANT'S SHARE OF EXCESS EXPENSES.

Landlord will deliver to Tenant a written estimate of the following for
each calendar year of the Term: (a) Property Taxes, (b) Operating Expenses, (c)
Excess Expenses. (d) Tenant's Share of Excess Expenses, and (e) the annual and
monthly Additional Rent attributable to Tenant's Share of Excess Expenses.

3.3. PAYMENT OF ESTIMATED TENANT'S SHARE OF EXCESS EXPENSES.

In equal monthly installments, in advance, on the first day of each month
during the following calendar years (or portions thereof) within the Term,
Tenant will pay the following portions of Tenant's Share of Excess Expenses.
Tenant shall commence paying Tenant's Share of Excess Expenses pertaining to
Operating Expenses on the first anniversary of the Initial Commencement Date. If
Landlord has not delivered the estimates to Tenant by the first day of January
of the applicable calendar year. Tenant will continue paying the applicable
portions of Tenant's Share of Excess Expenses based on Landlord's estimates for
the previous calendar year. When Tenant receives Landlord's estimates for the
current calendar year, Tenant will pay the estimated amount (less amounts Tenant
paid to Landlord in accordance with the immediately preceding sentence) in equal
monthly installments over the balance of such calendar year. with the number of
installments being equal to the number of full calendar months remaining in such
calendar year.

3.4. RE-ESTIMATION OF EXCESS EXPENSES.

Not more frequently than once each Lease Year. Landlord may re-estimate
Excess Expenses during the Term. In such event. Landlord will re-estimate the
monthly Additional Rent attributable to Tenant's Share of Excess Expenses to an
amount sufficient for Tenant to pay the re-estimated monthly amount over the
balance of the calendar year. Landlord will notify Tenant of the re-estimate and
Tenant will pay the re-estimated amount in the manner provided in the last
sentence of Section 3.3.

3.5. CONFIRMATION OF TENANT'S SHARE OF EXCESS EXPENSES.

Not later than one hundred twenty (120) days after the end of each calendar
year within the Term, Landlord will determine the actual amount of Excess
Expenses and Tenant's Share of Excess Expenses for the expired calendar year and
deliver to Tenant a written statement of the amount. If Tenant paid less than
the amount specified in the statement, Tenant will pay the difference to
Landlord as Additional Rent in the manner described in Section 2.2. If Tenant
paid more than the amount specified in the statement, Landlord will, at
Landlord's option, either (a) refund the excess amount to Tenant, or (b) credit
the excess amount against Tenant's next due monthly installment or installments
of estimated Additional Rent. If Landlord is delayed in delivering such
statement to Tenant, such delay does not constitute Landlord's waiver of
Landlord's rights under this Section.

3.6. TENANT INSPECTION AND AUDIT RIGHTS.

If Tenant disputes Landlord's determination of the actual amount of Excess
Expenses or Tenant's Share of Excess Expenses for any calendar year and Tenant
delivers to Landlord written Notice of the dispute within one hundred twenty
(120) days after Landlord's delivery of the statement of such amount under
Section 3.5, Tenant (but not any subtenant or assignee that is not an Affiliate
of Tenant) may, at its sole cost and expense, upon prior Notice and during
regular business hours at a time and place reasonably acceptable to Landlord
located in the Washington, D.C. metropolitan area (which may be the location
where Landlord or Property Manager maintains the applicable records), cause
either a nationally recognized or Washington D.C. regionally prominent certified
public accounting firm, on a non-contingent basis, to audit Landlord's records
relating to the disputed amounts. Tenant's objection to Landlord's determination
of Excess Expenses or to Tenant's Share of Excess Expenses is deemed withdrawn
unless Tenant completes the audit within six (6) months after the date Tenant
delivers its dispute Notice to Landlord under this Section 3.6. If the audit
shows that the amount Landlord charged Tenant for Tenant's Share of Excess
Expenses was greater than the amount this Article 3 required Tenant to pay,
Landlord will refund the excess amount to Tenant, together with interest on the
excess amount at the Maximum Rate (computed from the date Tenant delivers its
dispute Notice to Landlord) within ten (10) days after Landlord receives a copy
of the audit report. If the audit shows that the amount Landlord charged Tenant
for Tenant's Share of Excess Expenses was less than the amount this Article 3
required Tenant to pay, Tenant will pay to Landlord, as Additional Rent, the
difference between the amount Tenant paid and the amount determined in the
audit, together with interest on the difference at the Maximum Rate (computed
from the date Tenant delivers its dispute Notice to Landlord). Pending
resolution of any audit under this Section 3.6, Tenant will continue to pay to
Landlord the estimated amounts of Tenant's Share of Excess Expenses in
accordance with Sections 3.3 and 3.4. Tenant must keep all information it
obtains in any audit strictly confidential and may only use such information for
the limited purpose this Section 3.6 describes and for Tenant's own account.

In the event the audit determines that the actual amount of the Excess
Expenses was less than ninety five percent (95%) of the amount of the Excess
Expenses disclosed in Landlord's statement delivered pursuant to Section 3.5.

Landlord shall pay the reasonable out-of-pocket costs incurred by Tenant in
conducting such audit.

3.7. INTENTIONALLY DELETED

3.8. PERSONAL PROPERTY TAXES.

Tenant will pay, prior to delinquency, all taxes charged against Tenant's
trade fixtures and other personal property. Tenant will use all reasonable
efforts to have such trade fixtures and other personal property taxed separately
from the Property. If any of Tenant's trade fixtures and other personal property
are taxed with the Property, Tenant will pay the taxes attributable to Tenant's
trade fixtures and other personal property to Landlord as Additional Rent.

3.9. LANDLORD'S RIGHT TO CONTEST PROPERTY TAXES.

Landlord may, but is not obligated to (except as hereafter provided)
contest the amount or validity, in whole or in part, of any Property Taxes.
Unless Tenant requires Landlord to contest Property Taxes as hereafter provided,
Landlord's contest will be at Landlord's sole cost and expense, except that if
Property Taxes are reduced (or if a proposed increase is avoided or reduced)
because of Landlord's contest, Landlord may include in its computation of
Property Taxes the actual third party costs and expenses Landlord incurred in
connection with contesting the Property Taxes, including reasonable attorney's
fees, up to the amount of any Property Tax reduction Landlord realized from the
contest or Property Tax increase avoided or reduced in connection with the
contest, as the case may be. Provided Tenant timely directs Landlord, in
writing, on the terms hereafter provided, Landlord will contest the amount or
validity, in whole or in part, of any Property Taxes. If Tenant does so request
Landlord to contest, such contest will be at Tenant's sole cost and expense
("TENANT'S CONTEST COSTS"), as part of Tenant's Additional Rent, except that if
Property Taxes are reduced (or if a proposed increase is avoided or reduced)
because of such contest, Landlord shall include in its computation of Property
Taxes and reduce the Tenant's Contest Costs by the actual third party costs and
expenses Landlord incurred in connection with contesting the Property Taxes,
including reasonable attorney's fees. up to the amount of any Property Tax
reduction Landlord realized from the contest or Property Tax increase avoided or
reduced in connection with the contest, as the case may be. Tenant shall pay the
Tenant's Contest Costs within thirty (30) days after Landlord invoices Tenant
for the same.

3.10. ADJUSTMENT FOR VARIABLE OPERATING EXPENSES.

Notwithstanding any contrary language in this Article 3, if 95% or more of
the RSF of the office space of the Building is not occupied at all times during
any calendar year (including the calendar years which fall within the first
Lease Year) pursuant to leases under which the terms have commenced for such
calendar year. Landlord will reasonably and equitably adjust its computation of
Operating Expenses for that calendar year to obligate Tenant to pay all
components of Operating Expenses that vary based on occupancy (including, but
not limited to. utilities, janitorial and other cleaning services, service
contracts for building systems under warranty and management fees) in an amount
equal to the amount Tenant would have paid for such components of Operating

Expenses had 95% of the RSF of the office space of the Building been occupied at
all times during such calendar year pursuant to leases under which the terms
have commenced for such calendar year. Landlord will also equitably adjust
Operating Expenses to account for any Operating Expense any tenant of the
Building pays directly to a service provider. Promptly following the written
request by Tenant to Landlord. Landlord shall provide Tenant with reasonable
documentation containing reasonable specificity that sets forth the gross-up of
Operating Expenses provided in this Section 3.10.

ARTICLE 4.
----------
USE
---

4.1. PERMITTED USE.

Tenant will not use the Premises for any purpose other than general office
purposes. Notwithstanding the foregoing, Landlord and Tenant acknowledge that
Tenant's use of that portion of the Premises indicated on the approved Initial
Improvements Plans as proposal development center ("PDC") for so-called proposal
development purposes in the pursuit of government contracts on behalf of Tenant
or Tenant's clientele shall be deemed a general office purpose use. However,
Tenant will not use the Property or knowingly permit the Premises to be used in
violation of any Laws or in any manner that would (a) violate any certificate of
occupancy affecting the Property; (b) make void or voidable any insurance now or
after the Effective Date in force with respect to the Property; (c) cause injury
or damage to the Property or to the person or property of any other tenant on
the Property; (d) cause substantial diminution in the value or usefulness of all
or any part of the Property (reasonable wear and tear excepted); or (e)
constitute a public or private nuisance or waste.

4.2. ACCEPTANCE OF PREMISES.

Except for the Warranty Terms, Tenant acknowledges that neither Landlord
nor any agent, contractor or employee of Landlord has made any representation or
warranty of any kind with respect to the Premises, the Building or the Property,
specifically including, but not limited to, any representation or warranty of
suitability or fitness of the Premises, Building or the Property for any
particular purpose. Subject to the Warranty Terms, Tenant accepts the Premises,
the Building and the Property in an "AS IS - WHERE IS" condition.

4.3. INCREASED INSURANCE.

Tenant will not do on the Property or permit to be done on the Premises
anything that will (a) increase the premium of any insurance policy Landlord
carries covering the Premises or the Property; (b) cause a cancellation of or be
in conflict with any such insurance policy; (c) result in any insurance
company's refusal to issue or continue any such insurance in amounts
satisfactory to Landlord; or (d) subject Landlord to any liability or
responsibility for in to any person or property by reason of Tenant's operations
in the Premises. Tenant will, at Tenant's sole cost and expense, comply with all
rules, orders, regulations and requirements of insurers and of the American
Insurance Association or any other organization performing a similar function
which are applicable solely to Tenant's particular use of the Premises. Tenant
will reimburse Landlord, as Additional Rent, for any additional premium charges

for such policy or policies resulting from Tenant's failure to comply with the
provisions of this Section 4.3. It is expressly understood that Landlord shall
not have the right to reimbursement of insurance premiums pursuant to this
Section 4.3 if (i) any rate increase is due to factors generally applicable to
the insurance or rental market, rather than to Tenant's activities or presence
in the Premises permitted pursuant to Section 4.1 hereof, or (ii) Tenant is
conducting only the permitted use of the Premises pursuant to Section 4.1
hereof, and such use is being conducted in accordance with all Laws and the
provisions of this Lease.

4.4. LAWS/BUILDING RULES.

Tenant agrees to comply with all Laws which are applicable to Tenant. A
copy of the current Building Rules is attached to this Lease as EXHIBIT "E."
Landlord may amend the Building Rules from time to time in Landlord's sole
discretion, provided that no such amendment shall be inconsistent with the terms
of this Lease or adversely diminish Tenant's rights or adversely increase
Tenant's obligations hereunder, and each such amendment shall be generally
applicable to all office tenants of the Building. Landlord shall not
discriminate against Tenant in Landlord's enforcement of the Building Rules.

4.5. COMMON AREA.

Landlord grants Tenant the non-exclusive right, together with all other
occupants of the Building and their agents, employees and invitees, to use the
Common Area during the Term. subject to all Laws. Landlord may, at Landlord's
sole and exclusive discretion, make changes to the Common Area so long as none
of the same unreasonably interfere with Tenant's use or access to the Premises,
the parking or the Property. Landlord's rights regarding the Common Area
include, but are not limited to, the right to (a) restrain unauthorized persons
from using the Common Area; (b) place permanent or temporary kiosks, displays,
carts or stands in the Common Area and to lease the same to tenants; (c)
temporarily close any portion of the Common Area so long as none of the same
interfere with Tenant's use of the Premises or unreasonably interfere with
Tenant's access to the Premises; (i) for repairs, improvements or Alterations.
(ii) to discourage unauthorized use, (iii) to prevent dedication or prescriptive
rights so long as none of the same interfere with Tenant's use or access to the
Premises, the parking or the Property, or (iv) for any other reason Landlord
deems sufficient in Landlord's judgment; (d) change the shape and size of the
Common Area; (e) add, eliminate or change the location of any improvements
located in the Common Area and construct buildings or other structures in the
Common Area; and (f) subject to the provisions of Section 4.4 hereof, impose and
revise Building Rules concerning use of the Common Area, including any parking
facilities comprising a portion of the Common Area.

4.6. SIGNS.

4.6.1. ENTRY AND DIRECTORY SIGNAGE.

Landlord will provide to Tenant (a) one building standard tenant
identification sign adjacent to the entry door of each floor of the Building on
which the Premises is located ("ENTRY SIGNAGE"), and (b) that number of standard

building directory listings ("DIRECTORY LISTINGS") for Tenant and its employees
at the Building that is in that proportion to directory listings for other
tenants of the Building equal to the ratio of the RSF of Premises to the office
space RSF of the Building. The Entry Signage for those portions of the Premises,
if any, that are not occupying an entire floor of the Building will conform to
Landlord's sign criteria. For that Entry Signage that is for those portions of
the Premises that occupy an entire floor of the Building, if such Entry Signage
is different that Landlord's sign criteria, the excess cost of providing such
different Entry Signage shall be at Tenant's sole cost and expense. At Tenant's
sole cost and expense, Tenant will maintain the Entry Signage in good condition
and repair during the Term. Except for the Building Signage as hereafter
provided, Tenant will not install or permit to be installed in the Premises any
other sign, decoration or advertising material of any kind that is visible from
the exterior of the Premises without, in each instance, first obtaining
Landlord's prior written approval, which approval shall not be unreasonably
withheld or delayed. Landlord may immediately remove, at Tenant's sole cost and
expense, any sign, decoration or advertising material that violates this
Section. Landlord, as part of the Operating Expenses, will maintain the
Directory Listings.

4.6.2. BUILDING SIGNAGE.

On the terms that are in compliance with Laws, Tenant may designate and
thereafter construct and install up to three (3) signs (or such lesser number
permitted by the applicable Laws) containing its name and logo to be located on
the exterior facade of the Building in the place so designated by Tenant as
aforesaid ("BUILDING SIGNAGE"). Except for that portion of the exterior of the
Building below the third floor thereof, Landlord shall not allow any other
signage, except the Building Signage, to be located on the exterior of the
Building Notwithstanding the foregoing, the size, shape, visibility, text, name,
script, manner of illumination and affixing to the Building of the Building
Signage shall be subject to Landlord's prior written approval, which approval
shall not be unreasonably withheld or delayed. During the Term, at Tenant's sole
cost and expense, and subject to Landlord's prior written approval, which
approval shall not be unreasonably withheld or delayed. Tenant may change the
name or logo of the Building Signage to reflect changes in Tenant's name and
logo. No sublessee of all or any of Tenant's rights under this Lease shall have
any rights in or to the Building Signage.

The cost of constructing and affixing the Building Signage on or prior to
the Commencement Date may, at Tenant's election, be paid solely by Tenant or, to
the extent there is available Initial Allowance applicable therefor. be paid by
Landlord as part of the Initial Allowance. At Tenant's sole cost and expense.
the Building Signage shall be removed from the Building at the end or earlier
expiration of the Term and Tenant shall repair any damage to the Building caused
by the affixing and removal thereof to the reasonable satisfaction of Landlord.
Notwithstanding the foregoing, Landlord acknowledges that the removal of the
Building Signage may leave a "shadow" on the Building, which "shadow" Tenant
shall not be required to eliminate. For purposes of Tenant's obligation of
repair and maintenance set forth in Section 72 hereof, the Building Signage
shall be deemed a part of the Premises.

ARTICLE 5.
----------
HAZARDOUS MATERIALS
-------------------

5.1 COMPLIANCE WITH HAZARDOUS MATERIALS LAWS.

Tenant will not cause any Hazardous Material to be brought upon, kept or
used on the Property in a manner or for a purpose prohibited by or that could
result in liability under any Hazardous Materials Law. Tenant, at its sole cost
and expense, will comply with all Hazardous Materials Laws and prudent industry
practice relating to the presence, treatment, storage, transportation, disposal,
release or management of Hazardous Materials in, on. under or about the Property
required for Tenant's use of the Premises and will notify Landlord of any and
all Hazardous Materials Tenant brings upon, keeps or uses on the Property (other
than small quantities of office cleaning or other office supplies as are
customarily used by a tenant in the ordinary course in a general office
facility). On or before the expiration or earlier termination of this Lease,
Tenant, at its sole cost and expense, will completely remove from the Property
(regardless whether any Hazardous Materials Law requires removal), in compliance
with all Hazardous Materials Laws, all Hazardous Materials Tenant causes to be
present in, on, under or about the Property. Tenant will not take any remedial
action in response to the presence of any Hazardous Materials in on, under or
about the Property, nor enter into any settlement agreement, consent decree or
other compromise with respect to any Claims relating to or in any way connected
with Hazardous Materials in, on, under or about the Property, without first
notifying Landlord of Tenant's intention to do so and affording Landlord
reasonable opportunity to investigate, appear, intervene and otherwise assert
and protect Landlord's interest in the Property.

5.2. NOTICE OF ACTIONS.

Tenant will notify Landlord of any of the following actions affecting
Landlord, Tenant or the Property that result from or in any way relate to
Tenant's use of the Property immediately after receiving Notice of the same: (a)
any enforcement, clean-up, removal or other governmental or regulatory action
instituted, completed or threatened under any Hazardous Materials Law; (b) any
Claim made or threatened by any person relating to damage. contribution.
liability, cost recovery, compensation, loss or injury resulting from or claimed
to result from any Hazardous Material; and (c) any reports made by any person,
including Tenant, to any environmental agency relating to any Hazardous
Material, including any complaints, notices, warnings or asserted violations.
Tenant will also deliver to Landlord, as promptly as possible and in any event
within five Business Days after Tenant first receives or sends the same, copies
of all Claims, reports, complaints, notices, warnings or asserted violations
relating in any way to the Premises or Tenant's use of the Premises. Upon
Landlord's written request. Tenant will promptly deliver to Landlord
documentation acceptable to Landlord reflecting the legal and proper disposal of
all Hazardous Materials removed or to be removed from the Premises. All such
documentation will list Tenant or its agent as a responsible party and will not
attribute responsibility for any such Hazardous Materials to Landlord or
Property Manager.

5.3. DISCLOSURE AND WARNING OBLIGATIONS.

Tenant acknowledges and agrees that all reporting and warning obligations
required under Hazardous Materials Laws resulting from or in any way relating to
Tenant's actions in brining Hazardous Materials onto, or using Hazardous

Materials on or in the Premises or Property are Tenant's sole responsibility,
regardless whether the Hazardous Materials Laws permit or require Landlord to
report or warn.

5.4. INDEMNIFICATION.

Tenant will indemnify, defend, protect and hold harmless the Landlord
Parties from and against any and all Claims whatsoever arising or resulting, in
whole or in part, directly or indirectly, from the presence, treatment, storage,
transportation, disposal, release or management of Hazardous Materials in, on,
under, upon or from the Property (including water tables and atmosphere)
resulting from or in any way related to Tenant's actions in brining Hazardous
Materials onto, or using Hazardous Materials on or in the Premises or Property.
Tenant's obligations under this Section include, without limitation and whether
foreseeable or unforeseeable, (a) the costs of any required or necessary repair,
clean-up, detoxification or decontamination of the Property; (b) the costs of
implementing any closure, remediation or other required action in connection
therewith as stated above; and (c) consultants fees, experts' fees and response
costs. The obligations of Tenant under this Section survive the expiration or
earlier termination of this Lease.

5.5 LANDLORD'S REPRESENTATION.

Landlord represents and warrants to Tenant that (i) Landlord, except in
compliance with Hazardous Materials Laws, has not caused or knowingly permitted
any Hazardous Materials to be brought upon the Property or used in the
construction of the Improvements, and (ii) as of the date of this Lease, to the
best of Landlord's knowledge, except as disclosed in that certain environmental
report entitled Phase I Environmental Assessment, dated July 11, 1997, prepared
by Engineering Consulting Services, LTD., there exists no Hazardous Materials
in, on or under the Property. For the purposes of this Section 5.5, "Landlord's
knowledge" shall mean the actual, and not imputed, knowledge of ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇.

ARTICLE 6.
----------
SERVICES
--------

6.1. LANDLORD'S OBLIGATIONS.

Landlord will provide the following services in a manner and of a quality
in which such services are provided in first-class office buildings in the
▇▇▇▇▇▇▇▇▇▇ and Tysons Corner. Virginia area, the costs of which are Operating
Expenses, except to the extent excluded therefrom pursuant to the provisions of
this Lease:

6.1.1. JANITORIAL SERVICE.

Janitorial service in the Premises, five nights per week (except on
Holidays) after Business Hours, including cleaning, trash removal, vacuuming,
maintaining towels, tissue and other restroom supplies and such other work in
accordance with the specifications attached hereto as EXHIBIT "J" pertaining to
janitorial specifications.

6.1.2. ELECTRICAL ENERGY

Electrical energy to the Premises for lighting and for operating office
machines for general office use. Electrical energy will be sufficient for Tenant
to operate personal computers and other equipment of similar low electrical
consumption, but will not be sufficient for lighting in excess of two (2) ▇▇▇▇▇
per RSF installed or for electrical convenience outlets in excess of six (6)
▇▇▇▇▇ per RSF installed. Tenant will not use any equipment requiring electrical
energy in excess of the above standards without receiving Landlord's prior
written consent, which consent Landlord will not unreasonably withhold but may
condition on Tenant paying all costs of installing the equipment and facilities
necessary to furnish such excess energy and an amount equal to the average cost
per unit of electricity for the Building applied to the excess use as reasonably
determined either by an engineer selected by Landlord or by submeter. As part of
Operating Expenses, Landlord will replace all light bulbs and tubes, ballasts
and starters within the Premises and other tenant premises within the Building.

6.1.3. HEATING, VENTILATION AND AIR CONDITIONING.

During Business Hours, except on Holidays, heating, ventilation and air
conditioning to the Premises in accordance with the specifications attached
hereto as EXHIBIT "J" pertaining to HVAC. During other times, Landlord will
provide heat and air conditioning upon Tenant's reasonable advance Notice (not
less than twelve (12) hours). Tenant will pay Landlord, as Additional Rent, for
such extended service on an hourly basis at Landlord's actual direct costs for
personnel and electricity. If extended service is not a continuation of the
service Landlord furnished during Business Hours, Landlord may require Tenant to
pay for a minimum of two (2) hours of such service. In addition, Landlord shall
provide the indoor air quality in accordance with the specifications attached
hereto as EXHIBIT "J" pertaining to indoor air quality.

6.1.4. WATER.

Hot and cold water from standard building outlets for lavatory, restroom
and drinking purposes.

6.1.5. PASSENGER ELEVATOR SERVICE.

Passenger elevator service to be used by Tenant in common with other
tenants. Landlord may restrict Tenant's use of elevators for freight purposes to
the freight elevator and to hours Landlord reasonably determines, provided,
however, upon request from Tenant. Landlord shall make freight elevator service
available to Tenant at reasonable times during and after Business Hours.
Landlord may limit the number of elevators in operation at times other than
Business Hours, but not less than two (2) passenger elevators shall nonetheless
be available to service the Premises 24-hours per day. 365 days per year during
the Term.

6.1.6. COMMON AREA.

Maintenance of the Common Area in good order, condition and repair, subject
to all other terms and conditions of this Lease relating to the Common Area.

6.1.7. RE-PAINT AND CARPET CLEANING.

Not more than thirty (30) days before, nor later than thirty (30) days
after a written request made by Tenant within six (6) months before or six (6)
months after the commencement of the sixth (6th) Lease Year. Landlord, at its
sole cost and expense, and not as part of the Operating Expenses, shall cause
two (2) coats of paint to be applied to all painted surfaces in the Premises,
and to shampoo all installed carpeting in the Premises. Such painting and
shampooing shall be done after Business Hours so has to minimize the disruption
to the conduct of Tenant's business in the Premises.

6.1.8. ROOF ANTENNAE.

On the terms that are in compliance with Laws, at its sole cost and
expense. Tenant shall have the non-exclusive right to install satellite dishes,
antennae or other telecommunications equipment for its and its Affiliate's sole
and exclusive use, and not for public broadcast purposes (collectively,
"ANTENNAE"). If Tenant elects to install Antennae, it shall be installed on the
roof of the Building in an area thereof reasonably acceptable to Landlord and
Tenant that is not larger than 20 feet by 25 feet in area. Notwithstanding the
foregoing, the size, shape, visibility, and manner of affixing to the roof of
the Building of the Antennae shall be subject to Landlord's prior written
approval, which approval shall not be unreasonably withheld or delayed. At
Tenant's sole cost and expense, the Antennae shall be removed from the Building
at the end of the Term and Tenant shall repair any damage to the Building caused
by the affixing and removal thereof to the reasonable satisfaction of Landlord
by plugging and sealing the holes, if any. For purposes of Tenant's obligation
of repair and maintenance set forth in Section 7.2 hereof, the Antennae shall be
deemed a part of the Premises.

6.1.9. SECURITY.

Landlord, at Landlord's soles cost and expense, will provide a monitored
card and key access system to the Building and to at least two (2) passenger
elevators of the Building that will permit Tenant access to the Building and the
Premises twenty-four (24) hours a day on each day during the Term. In reasonable
quantity required by Tenant, at Landlord's expense, Landlord shall supply cards
and/or keys to permit access the foregoing system by Tenant and its employees.
The cost of replacing any lost of stolen cards and/or keys shall be paid by
Tenant in the amount then charged by Landlord to other tenants of the Building.

6.1.10. EXERCISE FACILITY.

Twenty-four hours a day on each day in the Term (except for routine
maintenance and replacements), at no cost or expense to Tenant (except for
Tenant's Share of Excess Expenses), Landlord, as part of the Operating Expenses,
shall maintain the Exercise Facility for the use by Tenant, other tenants of the

Building and their respective employees at the Building. The Exercise Facility
shall contain those amenities set forth on Exhibit "K" attached hereto and made
a part hereof.

6.1.11. FAILURE TO PROVIDE CERTAIN SERVICES - ABATEMENT.

In the event a Service Delay occurs in the nature of an interruption of the
services required by Landlord to be provided pursuant to Sections 6.1.2. 6.1.3
or 6.1.4 that lasts for a period in excess of three (3) consecutive Business
Days, and such interruption was not caused by Tenant, its agents, employees,
contractors or invitees, then in such event the Rent shall ▇▇▇▇▇ on a per diem
basis commencing at 12.01 A.M. on the first Business Day following the
expiration of said three (3) Business Day period and ending on the day such
Service Delay to the Premises is restored. If the restoration of such service
occurs after twelve noon or other than on a Business Day, it shall be presumed
that the restoration did not occur until 12:01 A.M. on the next occurring
Business Day.

Notwithstanding the foregoing or any other provision of this Lease, if the
United States government or the State requires that the temperature conditions
of the Building be maintained to a standard other than required pursuant to
Section 6.1.3 hereof, Landlord shall have the right to institute such policies,
programs and measures that are in compliance with such governmental
requirements, and Landlord shall be deemed to be performing its obligations
pursuant to Section 6.1.3.

6.2. TENANT'S OBLIGATIONS.

Tenant is solely responsible for paying directly to the applicable utility
companies, prior to delinquency, all separately metered or separately charged
utilities, if any, to the Premises or to Tenant. Such separately metered or
charged amounts are not Operating Expenses. Except as provided in Sections 6.1
and 17.1, Tenant will also obtain and pay for all other utilities and services
Tenant requires with respect to the Premises (including, but not limited to,
hook-up and connection charges).

6.3. OTHER PROVISIONS RELATING TO SERVICES.

No Service Delay or interruption in, or temporary stoppage of, any of the
services this Article 6 describes is to be deemed an eviction or disturbance of
Tenant's use and possession of the Premises, nor does any interruption or
stoppage relieve Tenant from any obligation this Lease describes (except as
provided in Section 6.1.11), render Landlord liable for damages or entitle
Tenant to any Rent abatement (except as provided in Section 6.1.11); provided,
however, that if any service(s) described in this Lease which is to be provided
by Landlord is suspended, Landlord shall use commercially reasonable efforts to
effect the restoration of such service(s). In no event is Landlord required to
provide any heat, air conditioning, electricity or other service in excess of
that permitted by voluntary or involuntary governmental guidelines or other
Laws. Landlord has the exclusive right and discretion to select the provider of
any utility or service to the Property and to determine whether the Premises or
any other portion of the Property may or will be separately metered or
separately supplied. Provided it does not diminish the obligations of Landlord
to provided the services required pursuant to this Article 6. Landlord reserves

the right, from time to time, to make reasonable and non-discriminatory
modifications to the above standards for utilities and services.

6.4. TENANT DEVICES.

Tenant will not, without Landlord's prior written consent, use any
apparatus or device in or about the Premises that causes substantial noise or
vibration which is audible or can be felt outside of the Premises. Except for
the Building Signage and Antennae, Tenant will not connect any apparatus or
device to electrical current or water except through the electrical and water
outlets Landlord installs in the Premises.

ARTICLE 7
---------
MAINTENANCE AND REPAIR
----------------------

7.1. LANDLORD'S OBLIGATIONS.

Except as otherwise provided in this Lease, Landlord will repair and
maintain the following in good order, condition and repair: (a) the Common
Areas; (b) the foundations, exterior walls and roof of the Building; and (c) the
electrical, mechanical, plumbing, heating and air conditioning systems,
facilities and components located in the Building and used in common by all
tenants of the Building. Landlord will also maintain and repair windows, doors,
plate glass and the exterior surfaces of walls that are adjacent to Common Area.
Landlord's repair and maintenance costs under this Section 7.1 are Operating
Expenses. Neither Basic Rent nor Additional Rent will be reduced, nor will
Landlord be liable, for loss or injury to or interference with Tenant's
property, profits or business arising from or in connection with Landlord's
performance of its obligations under this Section.

7.2. TENANT'S OBLIGATIONS.

7.2.1. MAINTENANCE OF PREMISES.

Except as otherwise specifically provided in this Lease, Landlord is not
required to furnish any services or facilities, or to make any repairs or
Alterations, in, about or to the Premises or the Property. Except as
specifically described in Section 7.1, Tenant assumes the full and sole
responsibility for the condition, operation, repair, replacement, maintenance
and management of the Premises, except for structural components and for
Building system components serving more than just the Premises that are located
therein. Except as specifically described in Section 7.1, Tenant, at Tenant's
sole cost and expense, will keep and maintain the Premises (including, but not
limited to. all non-structural interior portions. systems and equipment;
interior surfaces of exterior walls; interior moldings, partitions and ceilings;
and interior electrical, lighting and plumbing fixtures) in good order,
condition and repair, reasonable wear and tear and damage from insured
casualties excepted. Tenant will keep the Premises in a neat and sanitary
condition and will not commit any nuisance or waste in, on or about the Premises
or the Property. Tenant is solely responsible for and will, to the fullest
extent allowable under the Laws. indemnify, protect and defend Landlord against
and hold Landlord harmless from, the cost of repairing, and any Claims resulting
from. any penetrations or perforations of the roof or exterior walls of the

Building Tenant causes. Tenant will maintain the Premises in a first-class and
fully operative condition. Tenant's repairs will be at least equal in quality
and workmanship to the original work and Tenant will make the repairs in
accordance with all Laws.

7.2.2. ALTERATIONS REQUIRED BY LAWS.

If any governmental authority requires any Alteration to the Building or
the Premises as a result of Tenant's particular use of the Premises which is not
applicable to other office leases or as a result of any Alteration to the
Premises made by or on behalf of Tenant or if Tenant's particular use of the
Premises which is not applicable to other office uses subjects Landlord or the
Property to any obligation under any Laws, Tenant will pay the cost of all such
Alterations or the cost of compliance, as the case may be. If any such
Alterations are Structural Alterations, Landlord will make the Structural
Alterations after Tenant deposits with Landlord an amount sufficient to pay the
cost of the Structural Alterations (including, without limitation, reasonable
overhead and administrative costs when Landlord acts as the general contractor
in respect to such Structural Alterations). If the Alterations are not
Structural Alterations. Tenant will make the Alterations at Tenant's sole cost
and expense in accordance with Article 8.

ARTICLE 8.
----------
CHANGES AND ALTERATIONS
-----------------------

8.1. LANDLORD APPROVAL.

Tenant will not make any Structural Alterations, all of which will be made
by Landlord as provided in Section 7.2.2. Except as hereafter provided, Tenant
will not make any other Alterations without Landlord's prior written consent,
which consent Landlord may grant, withhold or condition in its reasonable
discretion. Along with any request for Landlord's consent, Tenant will deliver
to Landlord plans and specifications for the Alterations and names and addresses
of all prospective contractors for the Alterations. Depending on the type of
Alteration for which Landlord's consent is being sought, if Landlord reasonably
deems it necessary, as a condition to Landlord's approval, Landlord may require
the review of the proposed plans and specifications by a third party
consultant(s) or by qualified employees of the property manager, if any. The
reasonable costs and expenses incurred by Landlord to third party consultants
(including affiliated property managers, but only if the salary of such property
manager's employee making the review is not a part of Operating Expenses) shall
be paid by Tenant. Landlord itself shall not charge a fee for its review of the
proposed Alteration plans and specifications. If Landlord approves the proposed
Alterations, Tenant will, before delivering or accepting delivery of any
materials to be used in connection with the Alterations, deliver to Landlord for
Landlord's reasonable approval copies of all contracts, proof of insurance
required by Section 8.2, copies of any contractor safety programs, copies of all
necessary permits and licenses and such other information relating to the
Alterations as Landlord reasonably requests. For those Alterations requiring
Landlord's consent. Tenant will not commence the Alterations before obtaining
Landlord's approval. Tenant will construct all approved Alterations or cause all
approved Alterations to be constructed (a) promptly by a contractor Landlord
approves in writing in Landlord's reasonable discretion, (b) in a good and
workmanlike manner. (c) in compliance with all Laws, (d) in accordance with all
orders, rules and regulations of the Board of Fire Underwriters having

jurisdiction over the Premises and any other body exercising similar functions,
and (e) in full compliance with all of Landlord's rules and regulations
applicable to third party contractors, subcontractors and suppliers performing
work at the Property which are generally applicable to all office tenants of the
Building and which are reasonable in content. Notwithstanding the foregoing,
provided no Structural Alterations are required, Tenant shall not be required to
obtain Landlord's prior written consent for (i) Alterations consisting of
painting, other wall coverings or installing or replacing floor coverings, and
(ii) other Alterations (excluding Structural Alterations) the reasonably
estimated costs of which does not exceed $25,000.00 in the aggregate of
reasonably concurrent Alterations.

8.2. TENANT'S RESPONSIBILITY FOR COST AND INSURANCE.

Tenant will pay the cost and expense of all Alterations, requested
Structural Alterations or Structural Alterations required pursuant to Section
7.2.2, including reasonable costs and expenses incurred by Landlord to third
party consultants for review, inspection and engineering time, and for any
painting, restoring or repairing of the Premises or the Building the Alterations
occasion. If the property manager's employee (regardless whether the property
manager is an affiliate of Landlord) undertakes the foregoing review or
inspection of Alterations. Tenant shall pay the cost and expense of such
property manager's employee's review or inspection, but only if the salary of
such employee is not a part of Operating Expenses.

Prior to commencing those Alterations that require Landlord's prior written
consent as provided in Section 8.1, Tenant will deliver the following to
Landlord in form and amount reasonably satisfactory to Landlord: (a) demolition
(if applicable) and payment and performance bonds, (b) builder's "all risk"
insurance in an amount at least equal to the replacement value of the Property
(excluding the Land, foundation, grading costs and excavation costs), (c) public
liability insurance insuring against construction related risks, and (d) copies
of all applicable contracts and of all necessary permits and licenses. The
insurance policies described in clauses (b) and (c) of this Section must name
Landlord, Landlord's lender (if any) and Property Manager as additional
insureds.

8.3. CONSTRUCTION OBLIGATIONS AND OWNERSHIP.

Landlord may inspect construction of the Alterations. Immediately after
completing those Alterations that require Landlord's prior written consent as
provided in Section 8.1, Tenant will furnish Landlord with contractor
affidavits, full and final lien waivers and receipted bills covering all labor
and materials expended and used in connection with such Alterations. Tenant will
remove any Alterations Tenant constructs in violation of this Article 8 within
ten (10) days after Landlord's written request. All Alterations Tenant makes or
installs (including all telephone, computer and other wiring and cabling located
within the walls of and outside the Premises, but excluding Tenant's movable
trade fixtures, furniture and equipment) become the property of Landlord upon
installation and. unless Landlord requires Tenant to remove the Alterations as
hereafter provided. Tenant will surrender the Alterations to Landlord upon the
expiration or earlier termination of this Lease at no cost to Landlord. Tenant,
upon submitting its request to Landlord to make Alterations as provided in
Section 8.1. shall have the right to request therein that Landlord specify
whether and to what extent Landlord will require Tenant to remove the

Alterations in questions at the expiration or earlier termination of this Lease.
If Tenant shall fail to request such information in its request to make
Alterations, such right shall be deemed null and void as to the Alterations in
questions, and all such Alterations shall thereafter be subject to the exercise
of Landlord's rights and to Tenant's obligations set forth in this Section 8.3.
If Tenant submits its request for such information in accordance with the
foregoing provisions and Landlord consents to the Alterations requested,
Landlord shall, together with its consent, specify in writing whether and to
what extent it will require Tenant to remove the Alterations in questions at the
expiration or earlier termination of this Lease. If Landlord fails to so
specify, Tenant shall have no further obligation to remove the Alterations which
were the subject of Tenant's request. In no event shall Tenant be obligated to
remove the Initial Improvements, cabling, wiring, or Expansion Improvements or
First Notice Space Improvements, if the Expansion Improvements and First Notice
Space Improvements are reasonably similar to the Initial Improvements as
provided in Section 1.2.8.

8.4. LIENS.

Tenant will keep the Property free from any mechanics', materialmens',
designers' or other liens arising out of any work performed, materials furnished
or obligations incurred by or for Tenant or any person or entity claiming by,
through or under Tenant. Tenant will notify Landlord in writing ten (10) days
prior to commencing any Alterations in order to provide Landlord the opportunity
to record and post notices of non-responsibility or such other protective
notices available to Landlord under the Laws. If any such liens are filed and
Tenant, within thirty (30) days after such filing, does not (i) release the same
of record, (ii) provide Landlord with a bond or other surety satisfactory to
Landlord protecting Landlord and the Property against such liens, or (iii) cause
Landlord's owner's title insurance policy and the lender's title insurance
policy of the holder of any Mortgage to be endorsed against such lien, in form
and content reasonably acceptable to Landlord and such holder, Landlord may,
without waiving its rights and remedies based upon such breach by Tenant and
without releasing Tenant from any obligation under this Lease, cause such liens
to be released by any means Landlord deems proper. including, but not limited
to, paying the claim giving rise to the lien or posting security to cause the
discharge of the lien. In such event, Tenant will reimburse Landlord, as
Additional Rent, for all amounts Landlord pays (including, without limitation,
reasonable attorneys' fees and costs).

8.5. INDEMNIFICATION.

To the fullest extent allowable under the Laws, Tenant will indemnify,
protect, defend and hold harmless the Landlord Parties and the Property from and
against any Claims arising directly out of any Alterations or any other work
performed, materials furnished or obligations incurred by or for Tenant or any
person or entity claiming by, through or under Tenant.

ARTICLE 9.
----------
RIGHTS RESERVED BY LANDLORD
---------------------------

9.1. LANDLORD'S ENTRY.

Landlord and its authorized representatives may at all reasonable times and
upon reasonable notice to Tenant enter the Premises to: (a) inspect the
Premises; (b) within the last nine (9) months of the Term, show the Premises to
prospective tenants: (c) show the Premises to prospective purchasers and
mortgagees: (d) if the statutes of the State permit, post notices of
non-responsibility or other protective notices available under the Laws; or (e)
exercise and perform Landlord's rights and obligations under this Lease.
Landlord may in the event of any emergency enter the Premises without notice to
Tenant. Landlord's entry into the Premises is not to be construed as a forcible
or unlawful entry into, or detainer of. the Premises or as an eviction of Tenant
from all or any part of the Premises. Tenant will also permit Landlord (or its
designees) to erect, install, use, maintain, replace and repair pipes, cables,
conduits, plumbing and vents, and telephone, electric and other wires or other
items, in, to and through the Premises if Landlord determines that such
activities are necessary or appropriate for properly operating and maintaining
the Building so long as any of the same are installed above the ceiling, beyond
the walls or below the slab of the Premises and there is no unreasonable
interference with Tenant's business operations in the Premises. Notwithstanding
the foregoing, Tenant shall be permitted to maintain the entries to the PDC
locked and to maintain certain other locked facilities within the Premises
("SCIFF SPACE") if Tenant notifies Landlord of the location of such SCIFF Space
prior to locking-off such areas, in which case Landlord shall not enter the PDC
or the SCIFF Space without being accompanied by a representative of Tenant, and
Tenant shall provide Landlord with the names of persons whom Landlord may
contact in the event of an emergency requiring access to the Premises outside of
Business Hours.

9.2. CONTROL OF PROPERTY.

Landlord reserves all rights respecting the Property and Premises not
specifically granted to Tenant under this Lease, including, without limitation,
the right to: (a) except as hereafter provided, change the name or street
address of the Building; (b) subject to the provisions of Section 4.6, designate
and approve all types of signs, window coverings, internal lighting and other
aspects of the Premises and its contents that may be visible from the exterior
of the Premises; (c) grant any party the exclusive right to conduct any business
or render any service in the Building, provided such exclusive right to conduct
any business or render any service in the Building does not prohibit Tenant from
any permitted use for which Tenant is then using the Premises; (d) prohibit
Tenant's installation of vending or dispensing machines of any kind in or about
the Premises other than those Tenant installs in the Premises solely for use by
Tenant's employees and business invitees; (e) close the Building after Business
Hours, except that Tenant and its employees and invitees may access the Premises
at all times in accordance with such rules and regulations as Landlord may
prescribe from time to time for security purposes; (f) install, operate and
maintain security systems that monitor, by closed circuit television or
otherwise, all persons entering or leaving the Building; (g) subject to the
provisions of Section 9.1 install and maintain pipes, ducts, conduits, wires and
structural elements in the Premises that serve other parts or other tenants of
the Building; and (h) subject to the provisions of Section 9.1, retain and
receive master keys or pass keys to the Premises and all doors in the Premises.
Notwithstanding the foregoing, or the provision of any security-related services
by Landlord. Landlord is not responsible for the security of persons or property
on the Property and Landlord is not and will not be liable in any way whatsoever
for any breach of security not solely and directly caused by the negligence or
willful misconduct of Landlord, its agents or employees. Notwithstanding the

provisions of clause (a) above, Landlord shall not name the Building for any
other tenant or other party. In addition, if the name or street address of the
Building is changed for reasons other than a governmental requirement, Landlord
shall give Tenant ninety (90) days prior written notice of such change and
Landlord shall reimburse Tenant for the reasonable out-of-pocket cost incurred
by Tenant for reprinting Tenant's stationary that includes the name or address
of the Building

9.3. LOCK BOX.

Landlord may, from time to time, designate a lock box collection agent to
collect Rent. In such event, Tenant's payment of Rent to the lock box collection
agent is deemed to have been made (a) as of the date the lock box collection
agent receives Tenant's payment (if the payment is not dishonored for any
reason); or (b) if Tenant's payment is dishonored for any reason, the date
Landlord collects the payment. Neither Tenant's payment of any amount of Rent to
the lock box collection agent nor Landlord's collection of such amount if the
payment is dishonored constitutes Landlord's waiver of any default by Tenant in
the performance of Tenant's obligations under this Lease or Landlord's waiver of
any of Landlord's rights or remedies under this Lease. If Tenant pays any amount
to the lock box collection agent other than the actual amount due Landlord, then
Landlord's receipt or collection of such amount does not constitute an accord
and satisfaction, Landlord is not prejudiced in collecting the proper amount due
Landlord and Landlord may retain the proceeds of any such payment, whether
restrictively endorsed or otherwise, and apply the same toward amounts due and
payable by Tenant under this Lease.

ARTICLE 10.
-----------
INSURANCE
---------

10.1. TENANT'S INSURANCE OBLIGATIONS.

Tenant will at all times during the Term and during any early occupancy
period. at Tenant's sole cost and expense, maintain the insurance this Section
10.1 describes.

10.1.1. LIABILITY INSURANCE.

Commercial general liability insurance (providing coverage at least as
broad as the current ISO form) with respect to the Premises and Tenant's
activities in the Premises and upon and about the Property, on an "occurrence"
basis, with minimum limits of $1,000,000 each occurrence and $3,000,000 general
aggregate. Such insurance must include specific coverage provisions or
endorsements (a) for broad form contractual liability insurance insuring
Tenant's obligations under this Lease; (b) naming Landlord and Property Manager
as additional insureds by an "Additional Insured - Managers or Lessors of
Premises" endorsement (or equivalent coverage or endorsement); (c) waiving the
insurer's subrogation rights against all Landlord Parties: (d) providing
Landlord with at least thirty (30) days prior notice of cancellation or
expiration; and (e) expressly stating that Tenant's insurance will be provided
on a primary basis and will not contribute with any insurance Landlord
maintains. If Tenant provides such liability insurance under a blanket policy,
the insurance must be made specifically applicable to the Premises and this
Lease on a "per location" basis.

10.1.2 PROPERTY INSURANCE

Property insurance providing coverage at least as broad as the current ISO
Special Form ("all-risks") policies in an amount not less than the full
insurable replacement cost of all of Tenant's trade fixtures and other personal
property within the Premises and including business income insurance covering at
least nine months loss of income from Tenant's business in the Premises. If
Tenant provides such property insurance under a blanket policy, the insurance
must include "agreed amount, no coinsurance" provisions.

10.1.3. OTHER INSURANCE.

Such other insurance as may be required by any Laws from time to time or
may reasonably be required by Landlord from time to time. If insurance
obligations generally required of tenants in similar space in similar office
buildings in the area in which the Premises is located increase or otherwise
change, Landlord may likewise increase or otherwise change Tenant's insurance
obligations under this Lease.

10.1.4. MISCELLANEOUS INSURANCE PROVISIONS.

All of Tenant's insurance will be written by companies rated at least "Best
A-VII" and otherwise reasonably satisfactory to Landlord. Tenant will deliver a
certified copy of each policy, or a certificate of insurance or other evidence
of insurance reasonably satisfactory to Landlord, (a) on or before the
Commencement Date (and prior to any earlier occupancy by Tenant), (b) not later
than thirty (30) days prior to the expiration of any current policy or
certificate, and (c) at such other times as Landlord may reasonably request. If
Tenant provides evidence of insurance by certificate, Tenant will deliver an
ACCORD Form 27 certificate and will attach or cause to be attached to the
certificate copies of the endorsements this Section 10.1 requires (including
specifically, but without limitation, the "additional insured" endorsement).
Tenant's insurance must permit releases of liability as provided in Section
10.1.5 and must provide for waiver of subrogation.

10.1.5. TENANT'S WAIVER AND RELEASE OF CLAIMS AND SUBROGATION.

To the extent not prohibited by the Laws, Tenant, on behalf of Tenant and
its insurers, waives, releases and discharges the Landlord Parties from all
Claims arising out of personal injury or damage to or destruction of the
Premises. Property or Tenant's trade fixtures, other personal property or
business, and any loss of use or business interruption, occasioned by any fire
or other casualty or occurrence whatsoever (whether similar or dissimilar),
regardless whether any such Claim results from the negligence or fault of any
Landlord Party or otherwise, and Tenant will look only to Tenant's insurance
coverage (regardless whether Tenant maintains any such coverage) in the event of
any such Claim. Tenant's trade fixtures, other personal property and all other
property in Tenant's care, custody or control, is located at the Property at
Tenant's sole risk, except as otherwise herein provided. Landlord is not liable
for any damage to such property or for any theft, misappropriation or loss of
such property. Tenant is solely responsible for providing such insurance as may
be required to protect Tenant, its employees and invitees against any injury,
loss, or damage to persons or property occurring in the Premises or at the

Property, including, without limitation, any loss of business or profits from
any casualty or other occurrence at the Property.

10.1.6. NO LIMITATION.

Landlord's establishment of minimum insurance requirements is not a
representation by Landlord that such limits are sufficient and does not limit
Tenant's liability under this Lease in any manner.

10.2. LANDLORD'S INSURANCE OBLIGATIONS.

Landlord will (except for the optional coverages and endorsements Section
10.2.1 describes) at all times during the Term maintain the insurance this
Section 10.2 describes. All premiums and other costs and expenses Landlord
incurs in connection with maintaining such insurance are Operating Expenses.

10.2.1. PROPERTY INSURANCE.

Property insurance on the Building (inclusive of the Initial Improvements,
Expansion Improvements, if any, and First Notice Space Improvements, if any) in
an amount not less than the full insurable replacement cost thereof (excluding
foundation, grading and excavation costs) insuring against loss or damage by
fire and such other risks as are customarily covered with respect to buildings
and improvements similar in construction, general location, use, occupancy and
design to the Building, including, but not limited to, windstorm, hail,
explosion, vandalism, riot and civil commotion. Landlord may, at its option,
obtain such additional coverages or endorsements as Landlord deems appropriate
or necessary, including, without limitation, business income and rents
insurance, earthquake insurance, flood insurance, and other coverages. Landlord
may maintain such insurance in whole or in part under blanket policies. Such
insurance will not cover or be applicable to any property of Tenant within the
Premises or otherwise located at the Property.

10.2.2. LIABILITY INSURANCE.

Commercial general liability insurance against Claims for bodily
injury, personal injury, and property damage occurring at the Property in such
amounts as are comparable coverages for Comparable Buildings. Such liability
insurance will protect only Landlord and, at Landlord's option, some or all of
the Landlord Parties, and does not replace or supplement the liability insurance
this Lease obligates Tenant to carry.

10.2.3. LANDLORD'S WAIVER AND RELEASE OF CLAIMS AND SUBROGATION.

To the extent not expressly prohibited by the Laws, Landlord, on behalf of
Landlord and its insurers, waives, releases and discharges Tenant from all
claims or demands whatsoever arising out of damage to or destruction of the
Property, or loss of use of the Property, occasioned by fire or other casualty
or occurrence whatsoever (whether similar or dissimilar), regardless whether any
such claim or demand results from the negligence or fault of Tenant or any of

its employees, or otherwise. Landlord's policy or policies of property insurance
will permit releases of liability as provided in this Section and will provide
for waiver of subrogation as to tenants of the property.

10.3. TENANT'S INDEMNIFICATION OF LANDLORD.

In addition to Tenant's other indemnification obligations in this Lease and
except as specifically set forth in Section 10.1, Tenant will, to the fullest
extent allowable under the Laws, indemnify, protect, defend and hold harmless
the Landlord Parties from and against all Claims arising from (a) any act,
omission, negligence or misconduct of Tenant, and (b) any accident, injury,
occurrence or damage in, about or to the Premises and, to the extent caused in
whole or in part by Tenant, the Property.

10.4. INTENTIONALLY DELETED

10.5. TENANT'S FAILURE TO INSURE.

Notwithstanding any contrary language in this Lease and any notice and cure
rights this Lease provides Tenant, if Tenant fails to provide Landlord with
evidence of insurance as required under Section 10.1, Landlord may assume that
Tenant is not maintaining the insurance Section 10.1 requires Tenant to maintain
and Landlord may, but is not obligated to, with concurrent notice to Tenant, but
without waiving or releasing Tenant from any obligation contained in this Lease,
obtain such insurance for Landlord's benefit. In such event, Tenant will pay to
Landlord, as Additional Rent, the reasonable premiums for such insurance, minus
any cancellation refund received by Landlord upon the satisfaction of Tenant's
obligations pursuant to Section 10.1. Landlord's exercise of its rights under
this Section does not relieve Tenant from any default under this Lease that is
not cured within the applicable cure period provided herein.

ARTICLE 11.
-----------
DAMAGE OR DESTRUCTION
---------------------

11.1 TENANTABLE WITHIN 200 DAYS.

Except as provided in Section 11.3, if fire or other casualty renders the
whole or any material part of the Premises untenantable and Landlord expects (in
Landlord's reasonable discretion) to make the Premises tenantable within two
hundred (200) days after the date of the casualty, then Landlord will notify
Tenant that Landlord will repair and restore the Building and the Premises to as
near their condition prior to the casualty as is reasonably possible within the
two hundred (200) day period (subject to delays caused by Force Majeure. Tenant
Delays or Change Orders). Landlord will provide the Notice within thirty (30)
days after the date of the casualty. In such case, this Lease remains in full
force and effect, but Basic Rent and Tenant's Share of Excess Expenses for the
period during which the Premises are untenantable abates pro rata (based upon
the RSF of the untenantable portion of the Premises as compared with the RSF of
the entire Premises).

11.2. NOT TENANTABLE WITHIN 200 DAYS.

If fire or other casualty renders the whole or any material part of the
Premises untenantable and Landlord does not expect (in Landlord's reasonable
discretion) to make the Premises tenantable within two hundred (200) days after
the date of the casualty, then Landlord will so notify Tenant within thirty (30)
days after the date of the casualty and may, in such Notice, terminate this
Lease effective on the date thirty (30) days after the date of Landlord's
Notice. If Landlord does not terminate this Lease as provided in this Section,
Tenant may terminate this Lease by notifying Landlord within thirty (30) days
after the date of Landlord's Notice, which termination will be effective thirty
(30) days after the date of Landlord's Notice or thirty (30) days after the date
of Tenant's Notice, at Tenant's Option.

11.3. BUILDING SUBSTANTIALLY DAMAGED.

If the Building is damaged or destroyed by fire or other casualty
(regardless whether the Premises is affected) and the damage reduces the value
of the improvements on the Property by more than 50% (as Landlord reasonably
determines value before and after the casualty), regardless whether Landlord
expects that it could make the Building tenantable within two hundred (200) days
after the date of the casualty, then Landlord may, at Landlord's option, by
notifying Tenant within thirty (30) days after the casualty, terminate this
Lease effective on the date one hundred eighty (180) days after the date of
Landlord's termination Notice.

11.4. INTENTIONALLY DELETED.

11.5. LANDLORD'S REPAIR OBLIGATIONS.

If this Lease is not terminated under Sections 11.1 through 11.3 following
a fire or other casualty, then Landlord will repair and restore the Premises
(except as hereafter provided in this Section 11.5) and the Building to as near
their condition prior to the fire or other casualty as is reasonably possible
with all commercially reasonable diligence and speed (subject to delays caused
by Force Majeure. Tenant Delays or Change Orders) and Basic Rent and Tenant's
Share of Excess Expenses for the period during which the applicable portion of
the Premises are untenantable will ▇▇▇▇▇ as hereafter provided. If 30% or more
of a floor within the Premises is damaged by fire or other casualty, the entire
Rent applicable to such floor shall ▇▇▇▇▇ as provided in Section 11.6, except
for that portion of such floor in which Tenant continues to conduct its
business. In such event, the Rent for the portion of the damaged floor in which
Tenant continues to conduct its business shall, be pro rata based upon the RSF
of that portion in which Tenant continues to conduct its business as compared
with the RSF of the entire subject floor). In the event any portion of the PDC
or the SCIFF Space is damaged by fire or other casualty, the entire Rent
applicable to the PDC or the SCIFF Space shall ▇▇▇▇▇ as provided in Section
11.6, except for that portion of the PDC or SCIFF Space in which Tenant
continues to conduct its business. In such event, the Rent for such portion of
the PDC or SCIFF Space in which Tenant continues to conduct its business shall
be pro rata based upon the RSF of that portion in which Tenant continues to
conduct is business as compared with the RSF, as applicable, of the entire PDC
or SCIFF Space.

Except for the Initial Improvements, Expansion Improvements and First
Notice Space Improvements, in no event is Landlord obligated to repair or
restore any Alterations that are not covered by Landlord's insurance, any
special equipment or improvements installed by Tenant. any personal property, or
any other property of Tenant. Landlord will equitably adjust Tenant's Share of
Excess Expenses Percentage, subject to Section 3.10, to account for any
reduction in the RSF of the Premises or Building resulting from the casualty.

11.6. RENT APPORTIONMENT.

If either Landlord or Tenant terminates this Lease under this Article 11,
Landlord will apportion Basic Rent and Tenant's Share of Excess Expenses on a
per diem basis and Tenant will pay the Basic Rent and Tenant's Share of Excess
Expenses to (a) the date of the fire or other casualty if the event renders the
Premises completely untenantable or (b) if the event does not render the
Premises completely untenantable, the effective date of such termination
(provided that if a portion of the Premises is rendered untenantable, but the
remaining portion is tenantable, then Tenant's obligation to pay Basic Rent and
Tenant's Share of Excess Expenses abates pro rata as provided in Section 11.5
from the date of the casualty and Tenant will pay the unabated portion of the
Basic Rent to the date of such termination).

11.7. EXCLUSIVE CASUALTY REMEDY.

The provisions of this Article 11 are Tenant's sole and exclusive rights
and remedies in the event of a casualty. To the extent permitted by the Laws,
Tenant waives the benefits of any Law that provides Tenant any abatement or
termination rights (by virtue of a casualty) not specifically described in this
Article 11.

ARTICLE 12.
-----------
EMINENT DOMAIN
--------------

12.1. TERMINATION OF LEASE.

In the event of a Taking of all or any material part of the Premises that
renders any remaining Premises unsuitable for Tenant's intended purposes (as
reasonably determined by Landlord and Tenant), Tenant will so notify Landlord
within thirty (30) days after the Taking and this Lease will terminate as of the
date the Condemning Authority takes possession of the portion of the Premises
taken-or one hundred eighty (180) days after Tenant's notice. which ever is
earlier. Tenant will pay Rent to the date of termination. If a Condemning
Authority takes all or any material part of the Building or if a taking reduces
the value of the Property by 50% or more (as reasonably determined by Landlord),
then Landlord may, at Landlord's option, by notifying Tenant within thirty (30)
days after the date the Condemning Authority takes possession of the portion of
the Property taken, terminate this Lease effective on the date one hundred
eighty (180) days after the date of Landlord's Notice.

12.2. LANDLORD'S REPAIR OBLIGATIONS

If this Lease does not terminate with respect to the entire Premises under
Section 12.1 and the Taking includes a portion of the Premises, this Lease
automatically terminates as to the portion of the Premises taken as of the date
the Condemning Authority takes possession of the portion taken and Landlord
will, at its sole cost and expense. restore the remaining portion of the
Premises to a complete architectural unit with all commercially reasonable
diligence and speed and will reduce the Basic Rent for the period after the date
the Condemning Authority takes possession of the portion of the Premises taken
to a sum equal to the product of the Basic Rent provided for in this Lease
multiplied by a fraction, the numerator of which is the RSF of the Premises
after the Taking and after Landlord restores the Premises to a complete
architectural unit, and the denominator of which is the RSF of the Premises
prior to the Taking. Landlord will also equitably adjust Tenant's Share of
Excess Expenses Percentage for the same period, subject to Section 3.7, to
account for the reduction in the RSF of the Premises or the Building resulting
from the Taking. Tenant's obligation to pay Basic Rent and Tenant's Share of
Excess Expenses will ▇▇▇▇▇ on a proportionate basis with respect to that portion
of the Premises remaining after the Taking that Tenant is unable to use during
Landlord's restoration for the period of time that Tenant is unable to use such
portion of the Premises.

12.3. TENANT'S PARTICIPATION.

Landlord is entitled to receive and keep all damages, awards or payments
resulting from or paid on account of the Taking. Accordingly, Tenant waives and
assigns to Landlord any interest of Tenant in any such damages, awards or
payments. Tenant may prove in any condemnation proceedings and may receive any
separate award for damages to or condemnation of Tenant's movable trade fixtures
and equipment and for moving expenses; provided however, that Tenant has no
right to receive any award for its interest in this Lease or for loss of
leasehold.

12.4. EXCLUSIVE TAKING REMEDY.

The provisions of this Article 12 are Tenant's sole and exclusive rights
and remedies in the event of a Taking. To the extent permitted by the Laws,
Tenant waives the benefits of any Law that provides Tenant any abatement or
termination rights (by virtue of a Taking) not specifically described in this
Article 12.

ARTICLE 13.
-----------
TRANSFERS
---------

13.1. RESTRICTION ON TRANSFERS.

13.1.1. GENERAL PROHIBITION.

Except as set forth in Section 13.1.2. Tenant will not cause or suffer a
Transfer without obtaining Landlord's prior written consent. which consent shall
not be unreasonably withheld. conditioned or delayed. In addition, at Landlord's
option as hereafter provided. Landlord may recapture the portion of the Premises
that would be affected by such Transfer solely for the period of the proposed
Transfer. If prior to marketing any portion of the Premises for a Transfer
Tenant desires to ascertain whether Landlord intends to so recapture, Tenant
shall notify Landlord, in writing, of the portion of the Premises that will be

subject to the proposed Transfer and the proposed duration thereof. Landlord,
within fifteen (15) days following Tenant's notice. shall advise Tenant, in
writing, whether Landlord will recapture for the proposed duration or whether
Landlord waives its right to recapture. If Landlord fails to so advise Tenant.
it shall act as notice to Tenant that Landlord has waived its right to
recapture. If Landlord has waived or is deemed to have waived its option to
recapture, but the subject Transfer does not occur within six (six) months after
Tenant's notice or the Transfer involves different portions of the Premises or
is for a different duration, Landlord's option to recapture shall be reinstated.

If Landlord consents to the Transfer, Landlord may impose on Tenant or the
transferee such reasonable conditions as do not increase the obligations or
decrease the rights of Tenant or any sublessee under this Lease. Tenant will, in
connection with requesting Landlord's consent, provide Landlord with a copy of
those documents and that information regarding the proposed Transfer and the
proposed transferee as Landlord reasonably requests. If the Transfer results
from a merger or consolidation, Tenant shall be required to supply to Landlord
only such documents that demonstrate such merger or consolidation occurred,
provided such information shall include, in form and content, reasonably
acceptable to Landlord, the net worth (exclusive of goodwill) of the resultant
entity, determined in accordance with generally accepted accounting principles,
consistently applied. If within thirty (30) days following Tenant's request to
Transfer Landlord fails to advise Tenant whether Landlord consents thereto, it
shall act as notice to Tenant that Landlord has given its consent. No Transfer,
including, without limitation, a Transfer under Section 13.1.2, releases Tenant
from any liability or obligation under this Lease and Tenant remains liable to
Landlord after such a Transfer as a principal and not as a surety. If Landlord
consents to any Transfer, Tenant will pay to Landlord, as Additional Rent, 50%
of any rent Tenant receives on account of the Transfer that is in excess of the
sum of (i) amounts this Lease otherwise requires Tenant to pay, plus (ii) all
reasonable out-of-pocket expenses actually incurred by Tenant to unrelated third
parties, at arms length, in connection with such Transfer. Any attempted
Transfer in violation of this Lease is null and void and constitutes a breach of
this Lease.

13.1.2 TRANSFERS TO AFFILIATES.

Tenant may, without Landlord's consent (provided that Tenant is not in
default in the performance of its obligations under this Lease), cause a
Transfer to an Affiliate if Tenant (a) notifies Landlord at least thirty (30)
days prior to such Transfer; (b) delivers to Landlord, at the time of Tenant's
Notice, current financial statements of Tenant and the proposed transferee that
are reasonably acceptable to Landlord; and (c) the transferee assumes and agrees
in a writing reasonably acceptable to Landlord to perform Tenant's obligations
under this Lease and to observe all terms and conditions of this Lease.
Landlord's right described in Section 13.1.1 to share in any profit Tenant
receives from a Transfer permitted under this Section 13.1.2 and Landlord's
recapture right under Section 13.1.1 does not apply to any Transfer this Section

13.1.3. COSTS.

Tenant will pay to Landlord, as Additional Rent. all costs and expenses
Landlord incurs in connection with the Transfer reasonable attorneys',
architects', engineers' and accounting fees and costs, regardless whether
Landlord consents to the Transfer.

ARTICLE 14.
-----------
DEFAULTS: REMEDIES
------------------

14.1. EVENTS OF DEFAULT.

The occurrence of any of the following constitutes an "EVENT OF DEFAULT" by
Tenant under this Lease:

14.1.1. FAILURE TO PAY RENT.

Notwithstanding the interest or late payment chargeable by Landlord as
provided in Section 2.3, Tenant's failure to pay Basic Rent, any monthly
installment of Tenant's Share of Excess Expenses or any other Additional Rent or
portion of Rent amount as and when due and such failure continues for ten (10)
days after Landlord notifies Tenant in writing.

14.1.2 FAILURE TO PERFORM.

Tenant falls to perform any of Tenant's nonmonetary obligations under this
Lease and the failure continues for a period of thirty (30) days after Landlord
notifies Tenant of Tenant's failure; provided that if Tenant cannot reasonably
cure its failure within a thirty (30) day period. Tenant's failure is not an
Event of Default if Tenant commences to cure its failure within the thirty (30)
day period and thereafter diligently pursues the cure and effects the cure
within a period of time that does not exceed sixty (60) days after the
expiration of the thirty (30) day period. Notwithstanding any contrary language
contained in this Section 14.1.2. Tenant is not entitled to any notice or cure
period before an uncurable breach of this Lease becomes an Event of Default.

14.1.3. MISREPRESENTATION.

The knowing existence of any material misrepresentation or material
omission in any financial statements, correspondence or other information
provided to Landlord by or on behalf of Tenant in connection with (a) Tenant's
negotiation or execution of this Lease; (b) Landlord's evaluation of Tenant as a
prospective tenant at the Property; (c) any proposed or attempted Transfer; or
(d) any consent or approval Tenant requests under this Lease.

14.1.4. OTHER DEFAULTS.

(a) Tenant makes a general assignment or general arrangement for the
benefit of creditors; (b) a petition for adjudication of bankruptcy or for
reorganization or rearrangement is filed by Tenant; (c) a petition for
adjudication of bankruptcy or for reorganization or rearrangement is filed
against Tenant and is not dismissed within sixty (60) days; (d) a trustee or
receiver is appointed to take possession of substantially all of Tenant's assets
located at the Premises or of Tenant's interest in this Lease and possession is

not restored to Tenant within sixty (60) days; or (e) substantially all of
Tenant's assets located at the Premises or Tenant's interest in this Lease is
subjected to attachment, execution or other judicial seizure not discharged
within sixty (60) days. If a court of competent jurisdiction determines that any
act described in this Section does not constitute an Event of Default. and the
court appoints a trustee to take possession of the Premises (or if Tenant
remains a debtor in possession of the Premises) and such trustee or Tenant
transfers Tenant's interest hereunder, then Landlord is entitled to receive, as
Additional Rent, the amount by which the Rent (or any other consideration) paid
in connection with the transfer exceeds the Rent otherwise payable by Tenant
under this Lease.

14.1.5. NOTICE REQUIREMENTS.

The Notices required by this Section 14.1 are intended to satisfy any and
all notice requirements imposed by the Laws and are not in addition to any such
requirements.

14.2. REMEDIES

Upon the occurrence of any Event of Default, Landlord may at any time and
from time to time, and without preventing Landlord from exercising any other
right or remedy, exercise any of the following remedies:

14.2.1. TERMINATION OF TENANT'S POSSESSION/RE-ENTRY AND RELETTING
RIGHT.

Terminate Tenant's right to possess the Premises by any judicial proceeding
with or without terminating this Lease, in which event Tenant will immediately
surrender possession of the Premises to Landlord. In such event, this Lease
continues in full force and effect (except for Tenant's right to possess the
Premises) and Tenant continues to be obligated for and must pay all Rent as and
when due under this Lease. Unless Landlord specifically states that it is
terminating this Lease, Landlord's termination of Tenant's right to possess the
Premises is not to be construed as an election by Landlord to terminate this
Lease or Tenant's obligations and liabilities under this Lease. If Landlord
terminates Tenant's right to possess the Premises. Landlord may, but is not
obligated to, re-enter the Premises and remove all persons and property from the
Premises. Landlord may store any property Landlord removes from the Premises in
a public warehouse or elsewhere at the cost and for the account of Tenant. Upon
such re-entry. Landlord will commence extending commercially reasonable efforts
to relet all or any part of the Premises to a third party-or parties acceptable
to Landlord, all for Tenant's account. Notwithstanding the foregoing, if there
are, at any time during such reletting. vacant portions of the Building,
Landlord's commercially reasonable efforts to relet all or any part of the
Premises shall be subordinate to such other vacant portions of the Building.
Tenant is immediately liable to Landlord for all Re-entry Costs. Landlord may
relet the Premises for a period shorter or longer than the remaining Term. If
Landlord relets all or any part of the Premises. Tenant will continue to pay
Rent when due under this Lease and Landlord will refund to Tenant the Net Rent
Landlord actually receives from the reletting up to a maximum amount equal to
the Rent Tenant paid that came due after Landlord's reletting. If the Net Rent
Landlord actually receives from reletting exceeds such Rent. Landlord will apply
the excess sum to future Rent due under this Lease. Landlord may retain any
surplus Net Rent remaining at the expiration of the Term.

14.2.2. TERMINATION OF LEASE

Terminate this Lease effective on the date Landlord notifies Tenant of the
termination. Upon termination. Tenant will immediately surrender possession of
the Premises to Landlord. If Landlord terminates this Lease. Landlord may
recover from Tenant and Tenant will pay to Landlord on demand all damages
Landlord incurs by reason of Tenant's default, including, without limitation,
(a) all Rent due and payable under this Lease as of the effective date of the
termination; (b) subject to the limitation provided in Section 14.7 hereof, any
amount necessary to compensate Landlord for any detriment proximately caused
Landlord by Tenant's failure to perform its obligations under this Lease or
which in the ordinary course would likely result from Tenant's failure to
perform, including, but not limited to, any Re-entry Costs, and (c) an amount
equal to the difference between the present worth. as of the effective date of
the termination, of the Rent for the balance of the Term remaining after the
effective date of the termination (assuming no termination) and the present
worth, as of the effective date of the termination, of a fair market Rent for
the Premises for the same period (as Landlord reasonably determines the fair
market Rent). For purposes of this Section, Landlord will compute present worth
by utilizing a discount rate of 8% per annum. Nothing in this Section limits or
prejudices Landlord's right to prove and obtain damages in an amount equal to
the maximum amount allowed by the Laws, regardless whether such damages are
greater than the amounts set forth in this Section.

14.2.3. PRESENT WORTH OF RENT.

Recover from Tenant, and Tenant will pay to Landlord on demand, an amount
equal to the then present worth of the aggregate of the Basic Rent and any other
charges payable by Tenant under this Lease for the unexpired portion of the
Term. Landlord will employ a discount rate of 8% per annum to compute present
worth.

14.3. COSTS.

Tenant will reimburse and compensate Landlord on demand and as Additional
Rent for any actual loss Landlord reasonably incurs in connection with,
resulting from or related to any breach or default of Tenant under this Lease,
whether or not the breach or default constitutes an Event of Default, and
whether or not suit is commenced or judgment is entered. Such loss includes all
reasonable legal fees, costs and expenses (including paralegal fees and other
professional fees and expenses) Landlord incurs investigating, negotiating,
settling or enforcin2 any of Landlord's rights or remedies. Tenant will also
indemnify, defend, protect and hold harmless the Landlord Parties from and
against all Claims Landlord or any of the other Landlord Parties incurs if
Landlord or any of the other Landlord Parties becomes or is made a party to any
claim or action (a) instituted by Tenant or by or against any person holding any
interest in the Premises by, under or through Tenant; (b) for foreclosure of any
lien for labor or material furnished to or for Tenant or such other person: or
(c) otherwise arising out of or resulting from any act or omission of Tenant or
such other person. In addition to the foregoing, Landlord is entitled to
reimbursement of all of Landlord's fees, expenses and damages, including, but
not limited to, reasonable attorneys' fees and paralegal and other professional
fees and expenses. Landlord incurs in connection with protecting its interests
in any bankruptcy or insolvency proceeding involving Tenant or the Premises,

including, without limitation, any proceeding under any chapter of the
Bankruptcy Code; by exercising and advocating rights under Section 365 of the
Bankruptcy Code; by proposing a plan of reorganization and objecting to
competing plans; and by filing motions for relief from stay. Such fees and
expenses are payable on demand, or. in any event, upon assumption or rejection
of this Lease in bankruptcy.

14.4. NO WAIVER.

No failure by Landlord or Tenant to insist upon the other's performance of
any of the terms of this Lease or to exercise any right or remedy consequent
upon a breach thereof, and no acceptance by Landlord of full or partial Rent
from Tenant or any third party during the continuance of any such breach,
constitutes a waiver of any such breach or of any breach or default by the other
party in its performance of its obligations under this Lease. None of the terms
of this Lease to be kept, observed or performed by Landlord or Tenant, and no
breach thereof, are waived, altered or modified except by a written instrument
executed by Landlord and Tenant. No waiver of any default of either party in the
performance of its obligations under this Lease may be implied from any omission
by either party to take any action on account of such default. One or more
waivers by either party is not to be construed as a waiver of a subsequent
breach of the same covenant, term or condition. No statement on a payment check
from Tenant or in a letter accompanying a payment check is binding on Landlord.
Landlord may, with or without notice to Tenant, negotiate such check without
being bound to the conditions of any such statement.

14.5. WAIVER AND RELEASE BY TENANT.

Tenant waives and releases all Claims Tenant may have resulting from
Landlord's re-entry and taking possession of the Premises by any lawful means
pursuant to a judicial proceeding and removing and storing Tenant's property as
permitted under this Lease and, to the fullest extent allowable under the Laws,
will indemnify, defend, protect and hold harmless the Landlord Parties from and
against any and all Claims occasioned thereby. No such reentry is to be
considered or construed as a forcible entry by Landlord.

14.6. LANDLORD'S DEFAULT.

If Landlord defaults in the performance of any of its obligations under
this Lease, Tenant will notify Landlord, in writing, of the default and Landlord
will have thirty (30) days after receiving such Notice to cure the default. If
Landlord is not reasonably able to cure the default within a thirty (30) day
period. Landlord will have an additional reasonable period of time to cure the
default as long as Landlord commences the cure within the thirty (30) day period
and thereafter diligently pursues the cure. If Landlord fails to cure the
default within such time periods, Tenant will provide a second Notice of the
default to Landlord and if Landlord fails to cure such default within fifteen
(15) days after receiving such second Notice, then Tenant may exercise or pursue
such rights or remedies as are available to Tenant under the Laws; provided.
however, that in no event is Landlord liable for consequential or punitive
damages. including, without limitation, lost profits.

14.7 LANDLORD'S WAIVER OF CONSEQUENTIAL DAMAGES.

Notwithstanding any provision to the contrary in this Lease. Landlord
waives and in no event is Tenant liable for consequential or punitive damages.

ARTICLE 15.
-----------
CREDITORS; ESTOPPEL CERTIFICATES
--------------------------------

15.1. SUBORDINATION.

This Lease, all rights of Tenant in this Lease, and all interest or estate
of Tenant in the Property, is subject and subordinate to the lien of any
Mortgage. Tenant will, on Landlord's demand, execute and deliver to Landlord or
to any other person Landlord designates an original of a subordination,
non-disturbance and attornment agreement in form and content substantially
similar to the Subordination, Non-Disturbance and Attornment Agreement attached
hereto as EXHIBIT "L." Notwithstanding the foregoing, the subordination to any
Mortgage provided for in this Section is expressly conditioned upon the
mortgagee's agreement that as long as Tenant is not in default in the payment of
Rent or the performance and observance of any covenant, condition, provision,
term or agreement to be performed and observed by Tenant under this Lease,
beyond any applicable grace or cure period this Lease provides Tenant, the
holder of the Mortgage will not disturb Tenant's rights under this Lease and
will recognized Tenant's rights with respect to the Expansion Premises, First
Notice Space and Section 6.1.7 hereof. The lien of any existing or future
Mortgage will not cover Tenant's moveable trade fixtures or other personal
property of Tenant located in or on the Premises. Within thirty (30) days
following the execution of this Lease, Landlord will undertake to cause the
holder of the existing Mortgage to execute and deliver an undertaking in respect
to the foregoing non-disturbance provision.

15.2. ATTORNMENT.

If any ground lessor, the holder of any Mortgage at a foreclosure sale or
any other transferee acquires Landlord's interest in this Lease, the Premises or
the Property, Tenant will attorn to the transferee of or successor to Landlord's
interest in this Lease, the Premises or the Property (as the case may be) and
recognize such transferee or successor as landlord under this Lease, subject to
the terms of this Lease.

Tenant waives the protection of any statute or rule of law that gives or
purports to give Tenant any right to terminate this Lease or surrender
possession of the Premises upon the transfer of Landlord's interest.

15.3. MORTGAGEE PROTECTION CLAUSE.

Tenant will give the holder of any Mortgage. by registered mail, a copy of
any Notice of default Tenant serves on Landlord, provided that Landlord or the
holder of the Mortgage previously notified Tenant (by way of notice of
assignment of rents and leases or otherwise) of the address of such holder.
Tenant further agrees that if Landlord fails to cure such default within the
time provided for in this Lease, then Tenant will provide written notice of such

failure to such holder and such holder will have an additional thirty (30) days
within which to cure the default.

15.4. ESTOPPEL CERTIFICATES.

15.4.1. CONTENTS.

Upon Landlord's written request, Tenant will execute, acknowledge and
deliver to Landlord a written statement in form satisfactory to Landlord
certifying: (a) that this Lease (and all guaranties, if any) is unmodified and
in full force and effect (or, if there have been any modifications, that the
Lease is in full force and effect, as modified, and stating the modifications);
(b) whether this Lease has been canceled or terminated; (c) the last date of
payment of Rent and the time period covered by such payment; (d) whether there
are then existing any breaches or defaults by Landlord under this Lease known to
Tenant, and, if so, specifying the same; (e) specifying any existing setoffs or
defenses in favor of Tenant against the enforcement of this Lease (or of any
guaranties); and (t) such other factual statements about this Lease or the
Premises as Landlord, any lender, prospective lender, investor or purchaser may
reasonably request. Tenant will deliver the statement to Landlord within twenty
(20) days after Landlord's request. Landlord may give any such statement by
Tenant to any lender, prospective lender, investor or purchaser of all or any
part of the Property and any such party may conclusively rely upon such
statement as true and correct.

15.4.2. FAILURE TO DELIVER.

If Tenant, within the time provided in Section 15.4.1, does not deliver to
Landlord (i) the statement referenced therein, or (ii) object to the same in
writing, such failure shall constitute an Event of Default under this Lease, and
Landlord and any lender, prospective lender, investor or purchaser may
conclusively presume and rely that (i) the terms and provisions of this Lease
have not been changed except as otherwise represented by this Lease and any then
existing written modifications, amendments or clarifications thereto between
Landlord and Tenant; (ii) this Lease has not been canceled or terminated; (iii)
that not more than one month's Rent has been paid in advance; and (iv) that
Landlord is not in default in the performance of any of its obligations under
this Lease. In such event, Tenant is estopped from denying the truth of such
facts.

ARTICLE 16.
TERMINATION OF LEASE

16.1. SURRENDER OF PREMISES.

Tenant will surrender the Premises to Landlord at the expiration or earlier
termination of this Lease in good order, condition and repair, reasonable wear
and tear, permitted Alterations and damage by insured casualty or condemnation
excepted, and will surrender all keys to the Premises to Property Manager or to
Landlord at the place then fixed for Tenant's payment of Basic Rent. Tenant will
also inform Landlord of all combinations on locks, safes and vaults, if any, in
the Premises or on the Property. Tenant will at such time remove all of its
property from the Premises and, if Landlord so requests. all Alterations and
improvements Tenant placed on the Premises. Tenant will promptly repair any

damage to the Premises caused by such removal. Any and all such property not
removed by Tenant. at Landlord's option. becomes Landlord's exclusive property
and Landlord may dispose of such property at Tenant's sole cost and expense
without further notice to or demand upon Tenant. If Tenant does not surrender
the Premises in accordance with this Section, Tenant will indemnify, defend,
protect and hold harmless Landlord from and against any Claim resulting from
Tenant's delay in so surrendering the Premises, including, without limitation,
any Claim made by any succeeding occupant founded on such delay. Except for the
Antennae as hereafter provided, all property of Tenant not removed on or before
the last day of the Term is deemed abandoned. Within thirty (30) days after the
expiration of the Term, Tenant shall be permitted access to the roof of the
Building in order to remove the Antennae as provided in Section 6.1.8 hereof,
but if not then removed, the Antennae shall be deemed abandoned. Tenant appoints
Landlord as Tenant's agent to remove, at Tenant's sole cost and expense, all of
Tenant's property from the Premises upon termination of this Lease (except as
aforesaid in respect to the Antennae) and to cause its transportation and
storage for Tenant's benefit, all at the sole cost and risk of Tenant, and
Landlord will not be liable for damage, theft, misappropriation or loss thereof
or in any manner in respect thereto.

16.2. HOLDING OVER.

If Tenant possesses the Premises after the Term expires or is otherwise
terminated without executing a new lease but with Landlord's ,written consent,
Tenant is deemed to be occupying the Premises as a tenant from month-to-month,
subject to all provisions, conditions and obligations of this Lease applicable
to a month-to-month tenancy, and either Landlord or Tenant may terminate the
month-to-month tenancy at any time upon thirty (30) days prior Notice to the
other party. If Tenant possesses the Premises after the Term expires or is
otherwise terminated without executing a new lease and without Landlord's
written consent, Tenant is deemed to be occupying the Premises without claim of
right (but subject to all terms and conditions of this Lease) and, in addition
to Tenant's liability for failing to surrender possession of the Premises as
provided in Section 16.1, Tenant will pay Landlord a charge for each day of
occupancy after expiration of the Term in an amount equal to double that of
Tenant's then-existing Rent.

ARTICLE 17.
-----------
ADDITIONAL PROVISIONS
---------------------

17.1. LANDLORD'S IMPROVEMENTS.

Prior to the Initial Commencement Date. Landlord shall, at Landlord's sole
cost and expense, construct the Landlord's Improvements. Anything in this Lease
to the contrary notwithstanding, (i) subject to adverse weather conditions,
within thirty (30) days after the Initial Commencement Date, Landlord will
complete, among other Landlord's Improvements, any surface coat paving and
landscaping of exterior areas which cannot reasonably be completed by the
Initial Commencement Date due to Force Majeure; and (ii) provided there is no
adverse effect on Tenant's parking or access to the Building or the Premises,
Landlord shall have no obligation to Tenant with respect to (A) the completion
(or the time thereof) of tenant improvements or finishes for spaces within the
Building for the benefit of other tenants, or (B) the completion of components

of the Building or the Property which (1) do not adversely affect the structure
or function of the Building or the Property, or the systems or components
thereof for the benefit of Tenant, (2) are not within or do not directly serve
the Premises, and (3) do not unreasonably adversely affect the appearance or
aesthetics of the Building or the Property, either from the exterior thereof or
from any of the Common Areas.

17.2. INITIAL IMPROVEMENTS.

17.2.1. INITIAL IMPROVEMENT PLANS.

Subject to the Initial Allowance, Tenant, at its sole cost and expense. is
required (i) to cause the Tenant's Architect, in a timely manner and for
Landlord's reasonable approval, to prepare, in compliance with Laws, the plans
and specifications, including, without limitation, all required mechanical,
electrical, plumbing, fire/life safety and other architectural and engineering
drawings (collectively, "INITIAL IMPROVEMENT PLANS") for those improvements to
the Initial Premises ("INITIAL IMPROVEMENTS") that Tenant requires and that are
reasonably approved by Landlord, and (ii) to make certain color and other
selections for or with respect to the Initial Improvements. The Initial
Improvement Plans shall be sufficient to permit Landlord to apply for and
receive those governmental approvals and permits necessary to construct the
Initial Improvements. Anything in this Lease to the contrary notwithstanding,
Tenant shall provide Landlord with the Initial Improvement Plans and with any
and all required color and other selections no 1.ater than December 1, 1998. If
Tenant fails to cause the Initial Improvement Plans as aforesaid to be delivered
by December 1, 1998, then there shall be a Tenant Delay to the extent of the
effect of such late delivery, as limited by the next sentence of this
grammatical paragraph. Notwithstanding the foregoing, if the time period from
the date of application for the necessary approvals and permits to construct the
Initial Improvements to the date of the issuance of such approvals and permits
is less than sixty (60) days, then for each day less than such sixty (60) days
for such issuance there shall be deducted one (1) day from the number of days of
Tenant Delay for such late delivery, if any. By way of example, if the Initial
Improvement Plans are delivered on December 11, 1998 and the number of days from
the date of application until the issuance of the necessary approvals and
permits is fifty (50) days, no Tenant Delay shall be deemed to have occurred for
such late delivery. If the number of days from the date of application to the
date of issuance of such approvals and permits is more than sixty (60) days, the
number of days over sixty (60) for such issuance shall be deemed to be Force
Majeure and there shall be no deduction from the number of days of Tenant Delays
for late delivery, if any, of the Initial Improvement Plans.

Within thirty (30) days after Landlord's receipt of the Initial Improvement
Plans and Tenant's required selections, Landlord shall advise Tenant, in
writing, of those portions of the Initial Improvements that are so-called "long
lead time" items. In those cases where Landlord's reasonable approval is
required under this Section 17.2.1, if Landlord fails to disapprove any of the
Initial Improvement Plans within five (5) Business Days after their delivery,
such Initial Improvement Plans, as delivered, shall be deemed to have been
approved. However, if any Initial Improvement Plans are disapproved within such
five (5) Business Day period, Landlord shall notify Tenant thereof, in writing,
within such five (5) Business Day period. detailing with reasonable specificity
that portion or element that has been disapproved and the reasons for such

disapproval. Thereafter, in each instance of further resubmission of the Initial
Improvement Plans, Landlord shall have three (3) Business Days to approve or
disapprove, and Tenant shall have five (5) Business Days within which to revise
and resubmit the disapproved Initial Improvement Plans for Landlord's approval
or disapproval, as aforesaid. Such five (5) Business Day and three (3) Business
Day sequence of resubmission and approval or disapproval shall continue until
such time as the Initial Improvement Plans have been approved by Landlord, and,
when so approved, representatives of Landlord and Tenant shall affix their
respective signatures or initials to each page comprising the approved Initial
Improvement Plans. Landlord shall apply for all necessary building permits
within three (3) Business Days following approval of the Initial Improvement
Plans.

17.2.2. INITIAL IMPROVEMENTS CONSTRUCTION.

Landlord shall construct and furnish or cause to be constructed and
furnished, at Tenant's sole cost and expense, subject to the Initial Allowance,
all of the material, labor and equipment for the construction of the Initial
Improvements as required by the Initial Improvement Plans. Such construction
shall be effected in a good and workmanlike manner in substantial accordance
with the Initial Improvement Plans, and Landlord shall complete, or cause the
completion of. the construction thereof in substantial accordance with all Laws.

17.2.3. INITIAL ALLOWANCE.

Although Tenant shall be solely responsible for all costs and expenses in
connection with the construction of the Initial Improvements. Landlord shall
fund, for the benefit of Tenant, an allowance for the Initial Improvements in an
amount not to exceed Thirty Five and 10/100 Dollars ($35.10) per RSF of the
Initial Premises ("Initial Allowance"). The following portions of the Initial
Allowance can be applied by Tenant as follows:

(i) MOVING/FF&E ALLOWANCE. Up to Three and 00/100 Dollars ($3.00) per
RSF of the Initial Premises of the Initial Allowance can be applied
to the costs and expenses reasonably documented for the benefit of
Landlord that are incurred by Tenant for (i) moving and related
relocation expenses in connection with Tenant's occupancy of the
Initial Premises. (ii) the purchase of furniture, fixture and
equipment to be used by Tenant in the Initial Premises, and (iii)
cabling of the Initial Premises (collectively in respect to clauses
(i) through (iii), "MOVING/FF&E Allowance").

(ii) CONSTRUCTION ALLOWANCE. For the Construction Costs, Tenant shall be
permitted to apply so much of the Initial Allowance that equals
Thirty Five and 00/100 Dollars ($35.00) per RSF of the Initial
Premises, minus the amount applied by Tenant for the Moving/FF&E
Allowance ("Construction Allowance"). Provided. however, if the
aggregate of the Construction Costs, plus the portion of the Initial
Allowance applied by Tenant to the Moving/FF&E Allowance exceeds
Thirty and 00/100 Dollars ($30.00) per RSF of the Initial Premises

(but in no instance more than Thirty Five 00/100 Dollars ($35.00)
per RSF of the Initial Premises), when each installment of Basic
Rent is due, Tenant shall pay to Landlord, in equal monthly
installments ("T/I Rent"), in addition to the Basic Rent and
Additional Rent, the amount that is necessary to amortize over the
Initial Term at the rate of nine percent (9%) the excess over said
Thirty and 00/100 Dollars ($30.00) per RSF of the Initial Premises.

(iii) TEST FIT ALLOWANCE. Up to Ten Cents ($0.10) per RSF of the Initial
Premises shall be paid by Landlord to defray the costs and expenses
reasonably documented for the benefit of Landlord that are incurred
by Tenant for test fitting the Initial Premises ("TEST FIT
ALLOWANCE").

17.2.4. CONSTRUCTION COSTS.

For purposes of this Lease, the "CONSTRUCTION COSTS" shall be equal to the
sum of (i) all actual so-called "hard" costs of constructing the Initial
Improvements, including, without limitation, the cost of all materials, labor,
equipment, hoisting, insurance, taxes and permits (all of which shall be
documented and verifiable); (ii) all actual so-called "soft" costs in connection
with the construction of the Initial Improvements, including, without
limitation, all architect's, engineer's and design fees, and all other
consulting fees (including, without limitation, fees relating to the review and
approval of Tenant's plans and drawings for the Initial Improvements); (iii) a
fee equal to fourteen percent (14%) of all of the costs described in the
foregoing clauses (i) and (ii), which fee shall be in lieu of general
conditions, overhead and profit, any construction management fees, and any other
fees to Landlord (except as hereafter provided in respect to Change Orders);
(iv) the cost of any Change Orders; and (v) the reasonable costs and expenses
incurred by Tenant for the preparation of the Initial Improvement Plans.

During the construction of the Initial Improvements, Landlord shall
periodically provide Tenant with updated projections of the Construction Costs
as compared with the Construction Allowance. On and after the time, if ever,
that the Construction Costs exceed the Construction Allowance, Tenant shall pay
to Landlord, within thirty (30) days after the date Landlord invoices Tenant
therefor, those Construction Costs incurred by Landlord during the previous
thirty (30) period. As soon as practicable following the Initial Commencement
Date, Landlord shall (a) determine the actual Construction Costs, (b) reconcile
such actual Construction Costs with the Construction Allowance and the foregoing
payments (if any) theretofore made by Tenant, and (c) notify Tenant, in writing,
of such determination and reconciliation. In the event that such reconciliation
shows that the Construction Costs were less than the sum equal to (1) Thirty and
00/100 Dollars ($30.00) per RSF of the Initial Premises, minus (2) Moving/FF&E
Allowance, plus (3) any progress payments theretofore made by Tenant to Landlord
as aforesaid, then such lesser amount shall be credited against the Basic Rent
payments due hereunder from and after the Initial Commencement Date (beginning
with the first Basic Rent payment due after Landlord's delivery of the aforesaid
reconciliation notification), until such lesser amount, in its entirety, has
been so applied. In the alternative, at Landlord's sole election, Landlord shall
pay such lesser amount, in its entirety, to Tenant within thirty (30) days after
Landlord's delivery of the aforesaid reconciliation notification. On the other
hand, in the event that such reconciliation shows that the Construction Costs
exceeded the sum of the Construction Allowance, plus any progress payments

theretofore made by Tenant to Landlord as aforesaid, then Tenant shall pay such
excess amount, in its entirety, to Landlord within thirty (30) days after
Landlord's delivery of the aforesaid reconciliation notification.

17.2.5. BIDDING.

Landlord shall solicit bids from "major subcontractors" furnishing labor or
materials for the Initial Improvements, unless Tenant otherwise authorizes
(e.g., in cases where, for expediency, Landlord believes it beneficial not to
solicit multiple bids), in accordance with the following procedure:

(I) Attached hereto as EXHIBIT "I" is the list prepared by Landlord of
three (3) potential pre-qualified bidders from whom Landlord shall
seek bids for construction of the Initial Premises. Such list is
based on each bidder's qualifications, past experience on similar
types of projects, availability to do the work, financial strength,
bondability, if applicable, and previous history of work with
Landlord.

(ii) On the bid due dates, the bids will be opened and reviewed by
Landlord for, among other things, completeness, compliance with the
bid request, a "cost versus budget" comparison, and the ability of
the bidder to complete its commitment.

(iii) After the review of the bids, Landlord shall prepare a bid summary
and its recommendations for awards, and shall present the same to
Tenant's Architect for its approval. Within three (3) Business Days
after the presentation of the aforesaid bid summary to Tenant's
Architect, Tenant shall cause Tenant's Architect to approve or
disapprove such recommendations, which approval or disapproval
rights shall not be unreasonably exercised. If Tenant's Architect
fails to approve or disapprove such recommendations within the
aforesaid three (3) Business Day period, then it shall be
conclusively presumed that Tenant's Architect has given its approval
thereto. Notwithstanding the foregoing, if any bidder qualifies its
bid, Landlord shall not be required to accept such bid if Landlord
reasonably objects to such qualification. Tenant shall be
responsible for any delays, as a Tenant Delay, necessitated by
rebidding or delays in bid opening required by Tenant.

17.2.6. ALLOWANCE EXPENSES INCURRED BY TENANT.

Periodically during the pendancy of the construction of the Initial
Improvements by Landlord, but in any event on or before the Initial Commencement
Date, Tenant shall provide Landlord with copies of invoices, in form and
specificity reasonably satisfactory to Landlord. that Tenant shall collect and
that evidences the reasonable costs and expenses incurred by Tenant for (i) the
preparation of the Initial Improvement Plans. (ii) moving and related relocation
expenses in connection with Tenant's move into the Initial Premises and the
furniture, fixtures and equipment purchased by Tenant for use in the Initial
Premises and cabling expenses at the Initial Premises Tenant incurred that
Tenant requires to be paid out of the Moving/FF&E Allowance, and (iii) the fit

up tests conducted by Tenant that Tenant requires to be paid out of the Test Fit
Allowance. Within thirty (30) days after the last to occur of the Initial
Commencement Date and the date Landlord receives invoices from Tenant for the
expenditure of the Moving/FF&E Allowance, Landlord shall reimburse Tenant
therefor. up to the maximum of the Moving/FF&E Allowance.

17.2.7. CHANGE ORDERS.

With respect to the Initial Improvements, Tenant may order changes in the
work required by the Initial Improvement Plans consisting of additions or
deletions to, or other revisions thereto, so long as the same are reasonably
acceptable to Landlord. Any such change in work which has been authorized by a
written order (which shall be executed as hereinafter provided) is a "CHANGE
ORDER." Any Change Order shall provide the duration of delay, if any, in the
completion of the Improvements resulting from the requested change in work. No
Change Order shall be effected if it is not permitted by Law.

A Change Order is a written order prepared by or on behalf of Landlord and
signed by Tenant, stating in detail the change in the work for the Initial
Improvements and any change in the scheduled date for the Substantial Completion
thereof resulting from such Change Order. The cost and expense incurred by
Landlord in effectuating any Change Order that increases the scope of the work
together with a fee equal to five percent (5%) of all such costs and expenses
(which fee shall be in lieu of general conditions, overhead and profit, and any
construction management fees in respect to such Change Order) shall form a part
of the Construction Costs.

17.2.8. PUNCH LIST.

Within twenty (20) days after Substantial Completion of the Initial
Improvements, Tenant and Landlord will mutually, reasonably agree on a Punch
List. Landlord will complete (or repair, as the case may be) the items Tenant
and Landlord list on the Punch List with commercially reasonable diligence and
speed, subject to delays caused by Force Majeure and Tenant Delays and, in any
event, within thirty (30) days after completion of the Punch List, except for
long lead-time items for repair work that form a portion of the Punch List or
other long-lead time items about which Tenant has been advised by Landlord as
provided in Section 17.2.1. If Tenant does not raise any incomplete items
requiring repair at the time of preparation of the Punch List, Tenant is deemed
to have accepted the Premises as delivered, subject to Section 17.5.

17.3. FAILURE TO COMPLETE INITIAL PREMISES.

"HOLDOVER EXPENSES" shall mean the additional payment obligations that are
in excess of the normal rent payment obligations that Tenant is required to pay
to lessors under those leases by and between Tenant and such other lessors for
those premises located at (i) ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇. Virginia. and (ii) ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (collectively in respect to clauses (i)
and (ii), "OTHER LEASES") as a result of Tenant being unable to vacate such
premises at the expiration of the terms of the Other Leases because the entire
Initial Premises are not then Substantially Complete. If on or after January 1.
1999, Tenant is required to and does pay Holdover Expenses, Landlord shall be
responsible to defray (as hereafter provided) that portion of the Holdover
Expenses ("LANDLORD'S HOLDOVER OBLIGATION") that equals (a) the first $75,000.00

of Holdover Expenses that accumulate on a per diem basis, PLUS (b) one-half of
the next $100,000.00 of the Holdover Expenses that accumulate on a per diem
basis that, in the instance of clauses (a) and (b), accumulate prior to the Rent
Commencement Date for the Initial Premises; provided, however, in no instance
shall the total of Landlord's Holdover Obligation exceed the sum of $125,000.00.
In the event there is a Landlord's Holdover Obligation. notwithstanding any
provision to the contrary contained in this Lease, the amount thereof (up to
$125,000.00) shall be paid by the forgiveness of so much Basic Rent first
becoming due after the Rent Commencement Date for the Initial Premises that
equals the amount of the Landlord's Holdover Obligation. Notwithstanding the
foregoing, Tenant shall extend commercially reasonable efforts to mitigate the
amount of Holdover Expenses.

Landlord and Tenant have fully negotiated the provisions of this Section
17.3 with respect to the liquidated damages evidenced by the foregoing portions
of the Holdover Expenses. free from any duress or other undue influence. Having
determined that the actual amount of any losses which Tenant would incur as a
result of a delay in the Substantial Completion of the entire Initial
Improvements would be difficult, if not impossible, to ascertain, Landlord and
Tenant have independently concluded that the foregoing portions of the Holdover
Expenses are a good faith and reasonable estimation of and basis for any such
losses. Accordingly, in the event of any such delay, the payment of the
foregoing portions of the Holdover Expenses shall be the sole obligation of
Landlord in the event of any such delay, and shall be in lieu of any other
rights or remedies which Tenant would otherwise have at law or in equity, except
the right of specific performance.

17.4. EXPANSION PREMISES.

In the event Tenant exercises its right to add the First Expansion Space,
Second Expansion Space or First Notice Space to the Premises as provided,
respectively, in Sections 1.2.5, 1.2.6 and 1.2.7, all of the terms and
provisions of Section 17.2 in respect to the Initial Improvements shall apply to
the improvements required by Tenant in the applicable Expansion Premises
("EXPANSION IMPROVEMENTS") and to the improvements required by Tenant in the
subject First Notice Space ("FIRST NOTICE SPACE IMPROVEMENTS") that are
reasonably approved by Landlord as provided in Section 1.2.8. Notwithstanding
the foregoing, (i) except as hereafter provided in the instance of the First
Expansion Space, Tenant shall be required to deliver the plans and
specifications for the Expansion Improvements ("EXPANSION PLANS") and for the
First Notice Space Improvements within forty five (45) days following the date
on which the size, shape and location of the Expansion Premises or First Notice
Space is determined in accordance with, as applicable, Sections 1.2.5, 1.2.6 and
1.2.7; (ii) there will be no Moving/FF&E Allowance or Test Fit Allowance
applicable to the Expansion Premises or First Notice Space; (iii) the allowance
for the First Expansion Space Expansion Improvements shall equal the Initial
Allowance based on the number of RSF in the First Expansion Space. (iv) the
amount necessary to determine the T/I Rent, if any, for the First Expansion
Space, will be amortized over the balance of the Initial Term remaining after
the First Expansion Commencement Date; (v) the amount of the Additional
Allowance applicable to the Second Expansion Space and the First Notice Space
shall be determined as provided in Section 2.1.3; (vi) there will be no T/I Rent
applicable to the Second Expansion Space or First Notice Space, unless included
pursuant to the provisions of Section 2.1.3; and (vii) in the instance of the
Second Expansion Space or First Notice Space, unless Landlord elects, in

writing, to do so, Landlord will not be responsible to cause such Expansion
Improvements or First Notice Space Improvements to be constructed, in which
event, Tenant, with a general contractor reasonably acceptable to Landlord
employing bidding requirements reasonably acceptable to Landlord, shall cause
the Expansion Improvements or First Notice Space Improvements to be constructed
pursuant to safety, insurance, labor, staging, hoisting and other requirements
reasonably required by Landlord. Notwithstanding the foregoing, if prior to
December 10, 1998, Tenant delivers to Landlord the First Expansion Notice to add
the First Expansion Space to the Premises as provided in Section 1.2.5, Tenant
shall cause the Expansion Plans therefor to be delivered to Landlord not later
than February 12, 1999, and Landlord, subject to Force Majeure, Tenant Delays
and Change Orders, shall cause the Expansion Improvements for the First
Expansion Space to be Substantially Complete not later than July 1,1999.

17.5. CONSTRUCTION WARRANTY.

Except as provided in the last two sentences of this Section, Landlord
warrants Tenant's Improvements which Landlord constructs or causes to be
constructed against defective workmanship and materials for a period of one (1)
year after the date of Substantial Completion, as applicable, of the Initial
Improvements and those Expansion Improvements or First Notice Space Improvements
Landlord caused to be constructed, and will, as Landlord's sole obligation,
repair or replace, as necessary, any defective item included in the Initial
Improvements and such Expansion Improvements and First Notice Space Improvements
occasioned by poor workmanship or materials if Tenant notifies Landlord of the
defective item within such applicable one (1) year period. Landlord has no
obligation to repair or replace any item after such applicable one (1) year
period expires. This warranty does not apply to any defective workmanship or
materials of which Tenant knew or should have known within the time period
referenced in Section 17.2.8 for, as applicable, the Initial Improvements,
Expansion Improvements or First Notice Space Improvements Landlord caused to be
constructed.

ARTICLE 18.
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MISCELLANEOUS PROVISIONS
------------------------

18.1. NOTICES.

All Notices must be in writing and must be sent by personal delivery,
United States registered or certified mail (postage prepaid) or by an
independent overnight courier service, addressed to the addresses specified in
the Basic Terms or at such other place as either party may designate to the
other party by Notice given in accordance with this Section. Notices given by
mail are deemed delivered within three (3) Business Days after the party sending
the Notice deposits the Notice with the United States Post Office. Notices
delivered by courier are deemed delivered on the next Business Day after the day
the party delivering the Notice timely deposits the Notice with the courier for
overnight (next day) delivery.

18.2. TRANSFER OF LANDLORD'S INTEREST.

If Landlord transfers any interest in the Premises, the transferor is
automatically relieved of all obligations on the part of Landlord accruing under
this Lease from and after the date of the transfer, provided that the transferor
will deliver to the transferee any funds the transferor holds in which Tenant
has an interest (such as a security deposit). Landlord's covenants and
obligations in this Lease bind each successive Landlord only during and with
respect to its respective period of ownership. However, notwithstanding any such
transfer, the transferor remains entitled to the benefits of Tenant's indemnity
and insurance obligations (and similar obligations) under this Lease with
respect to matters arising or accruing during the transferor's period of
ownership.

18.3. SUCCESSORS.

The covenants and agreements contained in this Lease bind and inure to the
benefit of Landlord, its successors and assigns, bind Tenant and its successors
and assigns and inure to the benefit of Tenant and its permitted successors and
assigns.

18.4. CAPTIONS AND INTERPRETATION.

The captions of the Articles and Sections of this Lease are to assist the
parties in reading this Lease and are not a part of the terms or provisions of
this Lease. Whenever required by the context of this Lease, the singular
includes the plural and the plural includes the singular.

18.5. RELATIONSHIP OF PARTIES.

This Lease does not create the relationship of principal and agent, or of
partnership, joint venture, or of any association or relationship between
Landlord and Tenant other than that of Landlord and Tenant.

18.6. ENTIRE AGREEMENT; AMENDMENT.

All exhibits, addenda and schedules attached to this Lease are incorporated
into this Lease as though fully set forth in this Lease and together with this
Lease contain the entire agreement between the parties with respect to the
improvement and leasing of the Premises. All preliminary and contemporaneous
negotiations, including, without limitation, any letters of intent or other
proposals and any drafts and related correspondence, are merged into and
superseded by this Lease. No-subsequent alteration, amendment, change or
addition to this Lease (other than to the Building Rules) is binding on Landlord
or Tenant unless it is in writing and signed by the party to be charged with
performance.

18.7. SEVERABILITY.

If any covenant, condition, provision, term or agreement of this Lease is,
to any extent. held invalid or unenforceable, the remaining portion thereof and
all other covenants, conditions. provisions, terms and agreements of this Lease,
will not be affected by such holding, and will remain valid and in force to the
fullest extent permitted by law.

18.8. LANDLORD'S LIMITED LIABILITY.

Tenant will look solely to Landlord's interest in the Property, together
with any insurance proceeds, condemnation proceeds and rents collect by Landlord
that were not distributed by Landlord to its entity interest holders prior to
the subject alleged default by Landlord for recovering any judgment from
Landlord or any other Landlord Party. Tenant agrees that neither Landlord nor
any other Landlord Party will be personally liable for any personal judgment or
deficiency decree or judgment against it.

18.9. SURVIVAL.

All of Tenant's obligations under this Lease (together with interest on
payment obligations at the Maximum Rate) accruing prior to expiration or other
termination of this Lease survive the expiration or other termination of this
Lease. Further, all of Tenant's indemnification, defense and hold harmless
obligations under this Lease survive the expiration or other termination of this
Lease, without limitation.

18.10. ATTORNEYS' FEES.

If either Landlord or Tenant commences any litigation or judicial action to
determine or enforce any of the provisions of this Lease, the prevailing party
in any such litigation or judicial action is entitled to recover all of its
costs and expenses (including, but not limited to, reasonable attorneys' fees,
costs and expenditures) from the nonprevailing party.

18.11. BROKERS.

Landlord and Tenant each represents and warrants to the other that it has
not had any dealings with any realtors, brokers, finders or agents in connection
with this Lease (except as may be specifically set forth in the Basic Terms) and
agrees to indemnify, defend and hold the other harmless from and against the
failure to pay any realtors, brokers, finders or agents (other than the brokers
specified in the Basic Terms) and from any cost, expense or liability for any
compensation, commission or changes claimed by any realtors, brokers, finders or
agents (other than the brokers specified in the Basic Terms) claiming by,
through or on behalf of it with respect to this Lease or the negotiation of this
Lease. Landlord will pay the brokers named in the Basic Terms in accordance with
the applicable listing agreement for the Property and a separate agreement with
The ▇▇▇▇ ▇▇▇▇ Company.

18.12. GOVERNING LAW.

This Lease is governed by, and must be interpreted under, the internal laws
of the State. Any suit arising from or relating to this Lease must be brought in
the County; Landlord and Tenant waive the right to bring suit elsewhere.

18.13. TIME IS OF THE ESSENCE.

Time is of the essence with respect to the performance of every provision
of this Lease in which time of performance is a factor.

18.14. JOINT AND SEVERAL LIABILITY.

All parties signing this Lease as Tenant are jointly and severally liable
for performing all of Tenant's obligations under this Lease. Notwithstanding the
foregoing, the individual persons executing this Lease on behalf of Tenant and
Landlord shall have no individual liability on behalf of Tenant and Landlord.

18.15. TENANT'S AND LANDLORD'S WAIVER.

Any claim Landlord or Tenant may have against the other for default in
performance of any of the other's obligations under this Lease is deemed waived
unless the claiming party notifies the other of the default within ninety (90)
days after the claiming party knew or should have known of the default and
commences suit on the alleged default within one (1) year after the date the
claiming party knew or should have known of the default.

18.16. TENANT ORGANIZATION DOCUMENTS; AUTHORITY.

If Tenant is an entity, Tenant will, within ten (10) days after Landlord's
written request, deliver to Landlord (a) Certificate(s) of Good Standing from
the state of formation of Tenant and, if different, the State, confirming that
Tenant is in good standing under the laws governing formation and qualification
to transact business in such state(s); and (b) and a copy resolution of Tenant,
certified by the appropriate officer thereof, authorizing the execution and
performance by Tenant of all of Tenant's obligations hereunder. Tenant and each
individual signing this Lease on behalf of Tenant represents and warrants that
they are duly authorized to sign on behalf of and to bind Tenant and that this
Lease is a duly authorized obligation of Tenant.

18.17. PROVISIONS ARE COVENANTS AND CONDITIONS.

All provisions of this Lease, whether covenants or conditions, are deemed
both covenants and conditions.

18.18. FORCE MAJEURE.

If Landlord is delayed or prevented from performing any act required in
this Lease (excluding, however, the payment of money) by reason of Force
Majeure, Tenant Delays or Change Orders. Landlord's performance of such act is
excused for the period of the delay and the period of the performance by
Landlord of any such act will be extended for a period equivalent to the period
of such delay.

18.19. MANAGEMENT.

Property Manager is authorized to manage the Property. Landlord appointed
Property Manager to act as Landlord's agent for leasing, managing and operating

the Property. The Property Manager then serving is authorized to accept service
of process and to receive and give Notices and demands on Landlord's behalf.

18.20. FINANCIAL STATEMENTS.

Tenant will, prior to Tenant's execution of this Lease and within ten (10)
days after Landlord's request at any time during the Term, deliver to Landlord a
complete copy of Tenant's then most recent filing with the U.S. Securities and
Exchange Commission.

18.21. QUIET ENJOYMENT.

Landlord covenants that Tenant will quietly hold, occupy and enjoy the
Premises during the Term subject to the terms and conditions of this Lease if
Tenant pays all Rent as and when due and keeps, observes and fully satisfies all
other covenants, obligations and agreements of Tenant under this Lease.

18.22. NO RECORDING.

Tenant will not record this Lease or a Memorandum of this Lease without
Landlord's prior written consent, which consent Landlord may grant or withhold
in its sole discretion.

18.23. INTENTIONALLY DELETED

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

18.24. CONSTRUCTION OF LEASE AND TERMS.

The terms and provisions of this Lease represent the results of
negotiations between Landlord and Tenant, each of which are sophisticated
parties and each of which has been represented or been given the opportunity to
be represented by counsel of its own choosing. and neither of which has acted
under any duress or compulsion, whether legal, economic or otherwise.
Consequently, the terms and provisions of this Lease must be interpreted and
construed in accordance with their usual and customary meanings, and Landlord
and Tenant each waive the application of any rule of law that ambiguous or
conflicting terms or provisions contained in this Lease are to be interpreted or
construed against the party who prepared the executed Lease or any earlier draft
of the same. Landlord's submission of this instrument to Tenant for examination
or signature by Tenant does not constitute a reservation of or an option to
lease and is not effective as a lease or otherwise until Landlord and Tenant
both execute and deliver this Lease. The parties agree that, regardless of which
party provided the initial form of this Lease, drafted or modified one or more
provisions of this Lease, or compiled, printed or copied this Lease, this Lease
is to be construed solely as an offer from Tenant to lease the Premises,
executed by Tenant and provided to Landlord for acceptance on the terms set
forth in this Lease, which acceptance and the existence of a binding agreement
between Tenant and Landlord may then be evidenced only by Landlord's execution
of this Lease.
Landlord and Tenant caused this Lease to be executed and delivered by their duly
authorized representative to be effective as of the Effective Date.

Dated: 12/9/98

LANDLORD: TENANT:
OPUS EAST. L.L.C., a Delaware limited SM&A CORPORATION,
liability company a California Corporation

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------- ------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President Title: Sr. V.P. & CFO

EXHIBIT "A"
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DEFINITIONS
-----------

"ADDITIONAL ALLOWANCE" means as defined in Section 17.4.

"ADDITIONAL RENT" means any charge, fee or expense (other than Basic Rent.
T/I Rent and Parking Rent) payable by Tenant under this Lease, however denoted.

"AFFILIATE" means any person or corporation that, directly or indirectly,
controls, is controlled by or is under common control with Tenant and any entity
into which or with which Tenant is merged or consolidated or which is merged or
consolidated into or with Tenant provided that the entity resulting from such
merger or consolidation has a net worth determined in accordance with generally
accepted accounting principles consistently applied (exclusive of goodwill)
equal to or greater than such net worth of the Tenant immediately prior to such
merger or consolidation or, if the resultant entity does not meet such net worth
test, the resultant entity causes another entity meeting such net worth test
that has received valuable consideration as a result of such merger or
consolidation to guaranty for the benefit of Landlord, in form and substance
reasonably acceptable to Landlord, the obligations of Tenant under the Lease.
For purposes of this definition, "control" means possessing the power to direct
or cause the direction of the management and policies of the entity by the
ownership of a majority of the voting securities of the entity. Landlord
acknowledges that Space Applications Corporation and Decision-Science
Applications, Inc. are Affiliates.

"ALTERATION" means any change, alteration, addition or improvement to the
Premises or Property.

"ANTENNAE" means as defined in Section 6.2.8.

"ARBITRATOR" shall mean a licensed real estate broker in the Commonwealth
of Virginia with not less than ten (10) years of experience in the brokerage of
improved commercial office building real estate in the Washington, D.C.
metropolitan area who devotes substantially all of his or her time to
professional brokerage work for commercial office buildings at the time of
appointment and who is in all respects impartial and disinterested.

"BANKRUPTCY CODE" means the United States Bankruptcy Code as the same now
exists and as the same may be amended, including any and all rules and
regulations issued pursuant to or in connection with the United States
Bankruptcy Code now in force or in effect after the Effective Date.

"BASIC RENT" means the basic rent amounts specified in the Basic Terms and
in Section 2.1.

"BASIC TERMS" means the terms of this Lease identified as the "Basic Terms"
before Article 1 of the Lease.

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"BOMA STANDARDS" means the "Standard Method for Measuring Floor Area in
Office Buildings" approved June 7, 1996 by the American National Standards
Institute. Inc. and the Building Owners and Managers Association International
(ANSI/BOMA Z65.l-1996).

"BUILDING" means that certain office building now existing on the Land
containing 232,718 RSF, as may be adjusted pursuant to Section 1.1.3.

"BUILDING RULES" means those certain rules attached to this Lease as
EXHIBIT "E," as Landlord may amend the same from time to time in accordance with
the Lease.

"BUILDING SIGNAGE" means as defined in Section 4.6.

"BUSINESS DAYS" means any day other than Saturday, Sunday or a Holiday.

"BUSINESS HOURS" means Monday through Friday from 8:00 a.m. to 6:00 p.m.
and on Saturdays from 8:00 a.m. to 1:00 p.m., excluding Holidays.

"CHANGE ORDER" means as defined in Section 17.2.7.

"CITY" means Merrifield, Virginia.

"CLAIMS" means all claims, actions, demands, liabilities, damages, costs,
penalties. forfeitures, losses or expenses, including, without limitation,
reasonable attorneys' fees and the costs and expenses of enforcing any
indemnification, defense or hold harmless obligation under this Lease.

"COMMENCEMENT DATE" means, as applicable, the Initial Commencement Date,
First Expansion Commencement Date, Second Expansion Commencement Date or the
subject First Notice Space Commencement Date.

"COMMENCEMENT DATE MEMORANDUM" means the form of memorandum attached to
this Lease as EXHIBIT "D."

"COMMON AREA" means the parking area, driveways, lobby areas, and other
areas of the Property Landlord may designate from time to time as common area
available to all tenants. including, but not limited to the Exercise Facility.

"COMPARABLE BUILDINGS" shall mean those buildings and complexes of
reasonably comparable size and quality to the Building which are located in the
Merrifield and Tysons Corner. Virginia marketplace.

"CONDEMNING AUTHORITY" means any person or entity with a statutory or other
power of eminent domain.

"CONSTRUCTION ALLOWANCE" means as defined in Section 17.2.3.

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"CONSTRUCTION COSTS" means as defined in Section 17.2.4.

"COUNTY" means Fairfax County, Virginia.

"DELIVERYDATE" means the target date, subject to Force Majeure. Tenant
Delays and Change Orders, for Landlord's delivery of the entire Initial Premises
to Tenant, which initially is the delivery date specified in the Basic Terms.

"DIRECTORY LISTINGS" means as defined in Section 4.6.1.

"EFFECTIVE DATE" means the date Landlord executes this Lease.

"ENTRY SIGNAGE" means as defined in Section 4.6.1.

"EVENT OF DEFAULT" means the occurrence of any of the events specified in
Section 14.1 of the Lease.

"EXCESS EXPENSES" means the total amount of (i) Property Taxes in excess of
One and 75/100 Dollars ($1.75) per RSF of the Building (inclusive of retail
space therein), and (ii) Operating Expenses for each Lease Year of the Term
(exclusive of the first Lease Year) that are due and payable in such Lease Year
that are in excess of Operating Expenses for the first Lease Year, provided such
excess Operating Expenses are not more than one hundred eight percent (108%) of
the preceding Lease Year's Operating Expenses.

"EXERCISE FACILITY" means that portion of the Building located in the
basement of the Building in which the Landlord, as part of the Operating
Expenses, maintains those exercise machines and equipment and the access thereto
set both on Exhibit "K" attached hereto which are available twenty-four hours a
day during each day within the Term (subject to routine maintenance and
replacement requirements), all at no additional charge for the use by all
tenants and their employees at the Building.

"EXPANSION IMPROVEMENTS" means as defined in Section 17.4.

"EXPANSION PLANS" means as defined in Section 17.4.

"EXPANSION PREMISES" means, depending on the context, either the First
Expansion Space. Second Expansion Space or both.

"EXPANSION COMMENCEMENT DATE" means, as applicable, the First Expansion
Commencement Date or the Second Expansion Commencement Date.

"FIRST EXPANSION COMMENCEMENT DATE" means the earlier of (a) the date of
Substantial Completion of the Tenant's Improvements for the First Expansion
Space, or (b) the date the Tenant's Improvements for the First Expansion Space
would have been substantially completed in accordance with the definition of
Substantial Completion but for Tenant Delays.

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"FIRST EXPANSION NOTICE" means that written Notice from Tenant to Landlord
concerning the First Expansion Space as provided in Section 1.2.5.

"FIRST EXPANSION SPACE" means that portion of the Building elected by
Tenant to be added to the Premises pursuant to the provisions of Section 1.2.5.

"FIRST NOTICE ELECTION" means as defined in Section 1.2.7.

"FIRST NOTICE SPACE" means as defined in Section 1.2.7.

"FIRST NOTICE SPACE COMMENCEMENT DATE" means, (a) if Landlord constructs
the First Notice Space Improvements, the date that is the earlier of (x) the
date of Substantial Completion of the First Notice Space Improvements, or (y)
the date the subject First Notice Space Improvements would have been
Substantially Completed, but for Tenant Delays, or (b) if Tenant causes the
First Notice Space Improvements to be constructed as provided in Section 17.4,
the date that is the earlier of (x) the date Tenant commences to conduct its
business in the subject First Notice Space, or (y) subject to Force Majeure, the
date that is sixty (60) days subsequent to the date Landlord approves the plans
and specifications for the subject First Notice Space Improvements.

"FIRST NOTICE SPACE IMPROVEMENTS" means as defined in Section 17.4.

"FIRST RENEWAL TERM" means as defined in Section 1.2.1.2.

"FIT-UP WORK" means that work that Tenant may undertake to complete in the
applicable portion of the Premises prior to the applicable Commencement Date as
provided in Section 1.2.4.

"FLOOR PLAN" means the floor plan attached to the Lease as EXHIBIT "C."

"FORCE MAJEURE" means (i) acts of God; (ii) strikes; (iii) lockouts; (iv)
labor troubles: (v) inability to procure materials; (vi) material adverse
changes governmental laws or regulations; (vii) orders or directives of any
legislative, administrative, or judicial body or any governmental department
other than those which enforce then existing Laws; (viii) inability, within
sixty (60) days of application therefor, despite due diligence in pursuit
thereof, to obtain any governmental licenses, permissions or authorities
necessary for the construction Improvements despite commercially reasonable
pursuit of such licenses, permissions or authorities, unless such inability is
occasioned by a Tenant Delay; and (ix) other similar or dissimilar causes beyond
Landlord's reasonable control.

"HAZARDOUS MATERIALS" means any of the following, in any amount: (a) any
petroleum or petroleum product, asbestos in any form, urea formaldehyde and
polychlorinated biphenyls: (b) any radioactive substance: (c) any toxic,
infectious, reactive, corrosive, ignitable or flammable chemical or chemical
compound; and (d) any chemicals, materials or substances, whether solid, liquid
or gas. defined as or included in the definitions of "hazardous substances,"
"hazardous wastes," "hazardous materials," "extremely hazardous wastes,"
"restricted hazardous wastes," "toxic substances," "toxic pollutants," "solid
waste," or words of similar import in any federal, state or local statute, law,

A-4

ordinance or regulation now existing or existing on or after the Effective Date
as the same may be interpreted by government offices and agencies.

"HAZARDOUS MATERIALS LAWS" means any federal, state or local statutes,
laws, ordinances or regulations now existing or existing after the Effective
Date that control, classify. regulate. list or define Hazardous Materials.

"HOLDOVER EXPENSES" means as defined in Section 17.3.

"HOLIDAY" means New Year's Day, President's Day, Memorial Day, ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇.'s Birthday, Fourth of July, Labor Day, Thanksgiving Day and
Christmas Day.

"IMPROVEMENTS" means, collectively, the Landlord's Improvements and the
Tenant's Improvements.

"INITIAL ALLOWANCE" means as defined in Section 17.2.3.

"INITIAL COMMENCEMENT DATE" means the earlier of (a) the date of
Substantial Completion of all of the Initial Improvements for the Initial
Premises or (b) the date all of the Initial Improvements for the Initial
Premises would have been substantially completed in accordance with the
definition of Substantial Completion, but for Tenant Delays.

"INITIAL IMPROVEMENT PLANS" means as defined in Section 17.2.1.

"INITIAL IMPROVEMENTS" means as defined in Section 17.2.1.

"INITIAL LEASE UP" means as defined in Section 1.2.7.

"INITIAL PREMISES" means that certain space situated in the Building show
and designated on the Floor Plans and described in the Basic Terms.

"LAND" means that certain parcel of Land legally described on the attached
EXHIBIT

"LANDLORD" means only the owner or owners of the Property at the time in
question.

"LANDLORD PARTIES" means Landlord and Landlord's officers, directors,
partners. shareholders, members, employees and Property Manager.

"LANDLORD'S HOLDOVER OBLIGATION" means as defined in Section 17.3.

"LANDLORD'S IMPROVEMENTS" means the base building improvements to the
Premises described on the attached EXHIBIT "F."

"LANDLORD'S PROPOSAL" means as defined in Section 2.1.3.1.

A-5

"LAWS" means any law. regulation. rule. order, statute or ordinance of any
governmental or private entity in effect on or after the Effective Date and
applicable to the Property or the use or occupancy of the Property, including,
without limitation, Hazardous Materials Laws. Building Rules and Permitted
Encumbrances.

"LEASE" means this Office Deed of Lease Agreement. as the same may be
amended or modified after the Effective Date.

"LEASE YEAR" means each consecutive 12 month period during the Term.
commencing on the Initial Commencement Date, except that if the Initial
Commencement Date is not the first day of a calendar month, then the first Lease
Year is a period beginning on the Initial Commencement Date and ending on the
last day of the calendar month in which the Initial Commencement Date occurs
plus the following 12 consecutive calendar months.

"MARKET RATE" shall mean the Basic Rent for which the Premises would be
expected to be leased for a five (5) year term commencing on the first day of
the applicable Renewal Term. in its then existing condition, in an arms-length
transaction between a willing landlord and tenant in the office space market
(taking into account the Building and Comparable Buildings only) at the time
such Market Rate is established, and considering (i) the size, location, area
and view of the Premises, (ii) the credit worthiness of Tenant, (iii) the five
(5) year nature of the Renewal Term. (iv) the Additional Rent and other
provisions of this Lease, other than Basic Rent, (v) the absence of tenant
improvement allowances, brokerage fees, moving costs or expenses. free rent or
any other tenant concessions which might otherwise be afforded by landlords to
tenants in connection with new leases or renewals in the market, the absence of
the benefits of which market tenant concessions shall instead be factored
directly into the determination of Market Rate, and (vi) the location and
quality of the Building.

"MAXIMUM RATE" means interest at a rate equal to the lesser of 18% per
annum and the maximum interest rate permitted by law.

"MORTGAGE" means any mortgage, deed of trust, security interest or other
security document of like nature made by Landlord that at any time may encumber
all or any part of the Property and any replacements, renewals. amendments.
modifications, extensions or refinancings thereof, and each advance (including
future advances) made under any such instrument.

"MOVING/FF&E ALLOWANCE" means as defined in Section 17.2.3.

"NET RENT" means all rental Landlord actually receives from any reletting
of all or any part of the Premises, less any indebtedness from Tenant to
Landlord other than Rent (which indebtedness is paid first to Landlord) and less
the Re-entry Costs (which costs are paid second to Landlord).

"NOTICE PERIOD" means as defined in Section 1.2.7.

"NOTICES" means all notices, demands or requests that may be or are
required to be given. demanded or requested by either party to the other as
provided in the Lease.

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"OPERATING EXPENSES" means, except as hereafter provided, all expenses
Landlord incurs in connection with maintaining, repairing and operating the
Property, as determined by Landlord's accountant in accordance with generally
accepted accounting principles consistently followed, including, but not limited
to, the following: insurance premiums and deductible amounts under any insurance
policy; maintenance and repair costs; steam, electricity, water, sewer, gas and
other utility charges; fuel; lighting; window washing; janitorial services;
trash and rubbish removal; property association fees and dues and all payments
under any Permitted Encumbrance (except Mortgages and payments other than those
for the sharing of maintenance and repair costs) affecting the Property; wages
payable to persons at the level of manager and below whose duties are connected
with maintaining and operating the Property (but only for the portion of such
persons' time allocable to the Property), together with all payroll taxes,
unemployment insurance, vacation allowances and disability, pension, profit
sharing, hospitalization, retirement and other so-called "fringe benefits" paid
in connection with such persons (allocated in a manner consistent with such
persons' wages); amounts paid to contractors or subcontractors for work or
services performed in connection with maintaining and operating the Property;
all costs of uniforms, supplies and materials used in connection with
maintaining, repairing and operating the Property; any expense imposed upon
Landlord, its contractors or subcontractors pursuant to law or pursuant to any
collective bargaining agreement covering such employees; all services, supplies,
repairs, replacements or other expenses for maintaining and operating the
Property; non-capital costs of complying with Laws; reasonable management fees
not to exceed three percent (3%) of gross rents received during any Lease Year
(provided such management fees shall not increase during the first two Lease
Years); the costs of replacing light bulbs and tubes, ballasts and starters in
tenant premises (including the Premises) of the Building; and the costs of
maintaining a management office in the Building; and such other expenses as may
ordinarily be incurred in connection with maintaining and operating an office
complex similar to the Property. The term "Operating Expenses" also includes
expenses Landlord incurs in connection with maintaining and operating the
Exercise Facility and in connection with public sidewalks adjacent to the
Property, any pedestrian walkway system (either above or below ground) and any
other public facility to which Landlord or the Property is from time to time
subject in connection with operating the Property. The term "Operating Expenses"
does not include the cost of any capital improvement to the Property other than
replacements required for normal maintenance and repair. except for the cost of
replacing exercise equipment in the Exercise Facility; the cost of repairs,
restoration or other work occasioned by fire, windstorm or other insured
casualty other than the amount of any deductible under any insurance policy;
expenses Landlord incurs in connection with leasing or procuring tenants or
renovating space for new or existing tenants; legal expenses incident to
Landlord's enforcement of any lease; interest or principal payments on any
mortgage or other indebtedness of Landlord; allowance or expense for
depreciation or amortization; or the maintenance of Common Areas to the extent
such Common Areas are attributable to retail space operating in the Building;
payments of principal. interest, or other finance charges made on any debt, or
the amortization of funds borrowed by Landlord; ground rent or other rental
payment made under any ground lease or underlying lease; costs of leasing
commissions and legal. space planning, construction, and other expenses incurred
in procuring tenants for the Building or in connection with the renewal or
expansion of any existing tenancies; costs of painting, redecorating, or other
services or work performed for the benefit of another tenant, prospective tenant
or occupant (other than for any Common Area); salaries,wages. or other

A-7

compensation paid to officers or executives of Landlord: salaries. wages,
or other compensation or benefits paid to off-site employees or other employees
of Landlord who are not assigned full-time to the operation, management,
maintenance, or repair of the Building or Property; provided, however, that
Operating Expenses shall include Landlord's reasonable allocation of
compensation paid for the wages, salary, or other compensation or benefits paid
to personnel, if off-site, who are assigned part-time to the operation,
management, maintenance, or repair of the Building or Property; costs of
advertising and public relations and promotional costs associated with the
promotion or leasing of the Building and costs of signs in or on the Building
identifying the owners of the Building or any tenant of the Building, except for
Directory Signage and signage which identifies Landlord, its management agent or
both, and a telephone number to call for Building Services, utilities and other
similar expenses incurred solely by or on behalf of retail tenants in the
Building; any fines or penalties incurred due to the violation by Landlord or
any Laws, unless such violation has been cause by Tenant; any other expenses for
which Landlord actually receives reimbursement from any source; costs of
repairs, restoration, replacements or other work occasioned by the intentional
misconduct of Landlord or any subsidiary or affiliate of Landlord, or any
representative, employee or agent of same; costs incurred in connection with
negotiations or disputes with tenants concerning nonpayment of rent, and costs
and expenses incurred in connection with negotiations or disputes with
management agents, leasing agents, purchasers or mortgagees of the Building;
costs of repairing, replacing or otherwise correcting defects (including latent
defects) in (but not the costs of ordinary and customary repair for normal wear
and tear of) the initial design or construction of the Building or the initial
design or construction of any tenant improvements; costs relating to another
tenant's or occupant's space which (A) were incurred in rendering any service or
benefit to such tenant that Landlord was not required, or were for a service in
excess of the service that Landlord Was required, to provide to Tenant
hereunder, or (B) were otherwise in excess of the Building standard services
then being provided by Landlord to all tenants or other occupants in the
Building, whether or not such other tenant or occupant is actually charged
therefor by Landlord (including, but not limited to, HVAC services which are
provided outside of the Business Hours); costs incurred in connection with the
sale, financing, refinancing, mortgaging, selling or change or ownership of the
Building; costs, fines, interest, penalties, legal fees or costs of litigation
incurred due to the late payment of taxes, utility bills and other costs
incurred by Landlord's failure to make such payments when due; general overhead
and general administrative expenses and accounting, record-keeping and clerical
support of Landlord or management agent that are not directly attributable to
the Building; all amounts which would otherwise be included in Operating
Expenses which are paid to any affiliate or subsidiary of Landlord, or any
representative, employees or agent of same, to the extent of the costs of such
services which are in excess of arm's-length, competitive costs for similar
services of comparable quality rendered by persons or entities of similar skill,
competence and experience: increased insurance premiums caused by Landlord's or
any other tenant's hazardous acts; costs incurred to correct violations by
Landlord on the Initial Commencement Date; costs arising from the presence of
Hazardous Materials in or about or below the Land or the Building, including.
without limitation. Hazardous Materials in the groundwater or soil; non-cash
items, such as deductions for depreciation and amortization of the Building and
the Building equipment. interest on capital invested, bad debt losses, rent
losses and reserves for such losses; and services provided and costs incurred in
connection with the operation of retail or other ancillary operations owned,
operated or subsidized by Landlord. Notwithstanding the foregoing, if Landlord

A-8

installs equipment in, or makes improvements or alterations to, the Property to
reduce energy, maintenance or other costs, or to comply with any Laws. Landlord
may include in Operating Expenses reasonable charges for interest paid on the
investment and reasonable charges for depreciation of the investment so as to
amortize the investment over the reasonable life of the equipment, improvement
or alteration on a straight line basis.

"OTHER LEASES" means as defined in Section 17.3.

"PARKING RENT" means as defined in Section 1.1.4.

"PDC" means as defined in Section 4.1.

"PERMITTED ENCUMBRANCES" means all Mortgages, liens, easements,
declarations, encumbrances, covenants, conditions, reservations, restrictions
and other matters now or after the Effective Date affecting title to the
Property.

"PREMISES" means the Initial Premises, and if applicable, the Expansion
Premises, Building Signage and Antennae.

"PROPERTY" means, collectively, the Land and all improvements on the Land.

"PROPERTY MANAGER" means any agent Landlord appoints to manager the
Property.

"PROPERTY TAXES" means any general real property tax, improvement tax,
assessment, special assessment, reassessment, commercial rental tax in lieu of
real estate taxes, levy, charge, penalty or similar imposition imposed by any
authority having the direct or indirect power to tax that are due and payable
during any Lease Year, including but not limited to, (a) any city, county, state
or federal entity. (b) any school, agricultural, lighting, drainage or other
improvement or special assessment district, (c) any governmental agency, or (d)
any private entity having the authority to assess the Property under any of the
Permitted Encumbrances. The term "Property Taxes" includes all charges or
burdens of every kind and nature Landlord incurs in connection with using,
occupying, owning, operating, leasing or possessing the Property, without
particularizing by any known name and whether any of the foregoing are general,
special, ordinary, extraordinary, foreseen or unforeseen; any tax or charge for
fire protection, street lighting, streets, sidewalks, road maintenance, refuse,
sewer, water or other services provided to the Property. The term "Property
Taxes" does not include Landlord's state or federal income, franchise, estate,
inheritance, transfer. recordation or gross receipts taxes. If Landlord is
entitled to pay, and elects to pay, any of the above listed assessments or
charges in installments over a period of two or more calendar years. then only
such installments of the assessments or charges (including interest thereon) as
are actually paid in a calendar year will be included within the term "Property
Taxes" for such calendar year.

"PROPOSAL NOTICE" means as defined in Section 2.1.3.1.

"PUNCH LIST" means a list of items not completed by Landlord in connection
with Tenant's Improvements.

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"RE-ENTRYCOSTS" means (a) all costs and expenses Landlord incurs
re-entering all or any part of the Premises, including, without limitation, all
costs and expenses Landlord incurs (y) maintaining or preserving the Premises
after an Event of Default, and (z) recovering possession of the Premises,
removing persons and property from the Premises and storing such property
(including court costs and reasonable attorneys' fees); and (b) the costs and
expenses Landlord incurs in respect to the Premises for (w) reletting (including
advertising), (x) renovating or altering for reletting, (y) paying real estate
brokers' commissions for reletting, and (z) granting free or reduced rent and
other tenant concessions (including tenant improvement allowances) that, in the
instance of clauses (w) through (z), are amortized on a straight line basis over
the remainder of the Term had the term not been terminated.

"RENEWAL TERM(S)" means either the First Renewal Term, Second Renewal Term
of both.

"RENT" means, collectively, Basic Rent, T/I Rent, Parking Rent and
Additional Rent.

"RENT COMMENCEMENT DATE" means, as applicable, in respect to the Initial
Premises, Expansion Premises or First Notice Space, the earlier of (a) the
applicable Commencement Date or the date such Commencement Date would have
occurred, but for Tenant Delays or Change Orders; or (b) the date Tenant
commences business operations in the subject portion of the Premises.

"RENEWAL NOTICE" means as defined in Section 1.2.1.3.

"RESERVED PARKING" means as defined Section 1.1.4.

"RSF" means the rentable square footage of the Building or the applicable
portions thereof, exclusive of storage space, space therein dedicated to retail
use and garage space, that is determined in accordance with BOMA Standards, with
an add-on factor of

"SCIFF SPACE" means as defined in section 9.1.

"SECOND EXPANSION COMMENCEMENT DATE" means, (a) if Landlord constructs the
Expansion Improvements for the Second Expansion Space, the date that is the
earlier of (x) the date of Substantial Completion of the subject Expansion
Improvements, or (y) the date the subject Expansion Improvements would have been
Substantially Completed, but for Tenant Delays, or (b) if Tenant causes the
Expansion Improvements for the Second Expansion Space to be constructed as
provided in Section 17.4, the date that is the earlier of (x) the date Tenant
commences to conduct its business in the Second Expansion Space, or (y) subject
to Force Majeure, the date that is sixty (60) days subsequent to the date
Landlord approves the Expansion Plans for the subject Expansion Improvements.

"SECOND EXPANSION NOTICE" means that written Notice from Tenant to Landlord
concerning the Second Expansion Space as provided in Section 1.2.6.

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"SECOND EXPANSION SPACE" means that portion of the Building elected by
Tenant to be added to the Premises pursuant to the provisions of Section 1.2.6.

"SECOND RENEWAL TERM" means as defined in Section 1.2.1.2.

"SECURITY DEPOSIT" means as defined in Section 1.4.

"SERVICE DELAY(S)" means the failure to furnish or a delay or diminution in
furnishing the services required of Landlord to be provided pursuant to Section
6.1 that are the result of causes occurring on the Property, other than any
strike, lock-out or other labor dispute, the inability to secure fuel or
supplies for the Building (after reasonable effort to do so), any accident or
casualty whatsoever, or mandatory governmental rules, regulations or guidelines.

"STATE" means the Commonwealth of Virginia.

"STRUCTURAL ALTERATIONS" means any Alterations involving the structural,
mechanical, electrical, fire/life safety or heating, ventilating and air
conditioning systems of the Building.

"SUBSTANTIAL COMPLETION" means the date that is the last to occur of (i)
when the only work remaining to be completed in connection with Landlord's and
Tenant's Improvements is such minor details of construction which work that
Landlord can complete without materially interfering with Tenant's business
within thirty (30) days, subject to the provisions of Section 17.2.8, and (ii)
the issuance of a certificate of occupancy from the County for the applicable
portion of the Premises. "Substantial Completion" shall also mean "Substantially
Complete" or "Substantially Completed."

"TAKING" means the exercise by a Condemning Authority of its power of
eminent domain on all or any part of the Property, either by accepting a deed in
lieu of condemnation or by any other manner.

"TENANT" means the tenant identified in the Lease and such tenant's
permitted successors and assigns. In any provision relating to the conduct, acts
or omissions of "Tenant," the term "Tenant" includes the tenant identified in
the Lease and such tenant's agents, employees, contractors, successors, assigns
and others using the Premises or on the Property with Tenant's expressed or
implied permission.

"TENANT'SARCHITECT" means ▇▇▇▇▇▇▇ & Associates or such other professional
architect designated by Tenant, in writing, to Landlord that is licensed in the
State of Virginia and that is reasonably acceptable to Landlord.

"TENANT'S CONTEST COSTS" means as defined in Section 3.9.

"TENANT DELAYS" means any delays caused or contributed to or by Tenant,
including, without limitation, with respect to Tenant's Improvements, Tenant's
failure to submit or resubmit, when required. the Initial Improvement Plans or
Expansion Plans: and any delays caused by any revisions Tenant proposes to the
Initial Improvement Plans or Expansion Plans.

A-11

"TENANT'SIMPROVEMENTS" means, other than Landlord's Improvements, all
Initial Improvements, Expansion Improvements and First Notice Space Improvements
to the Premises to be designed by tenant and installed by Landlord, in the
instance of the Initial Improvements and First Expansion Space Expansion
Improvements, and installed by Tenant or Landlord, as applicable, in the
instance of the Second Expansion Space Expansion Improvements and First Notice
Space and paid for, in either instance, by Tenant.

"TENANT'SSHARE OF EXCESS EXPENSES" means. (i) in respect to Operating
Expenses. the product obtained by multiplying the amount of Excess Expenses for
Operating Expenses for the period in question by the Tenant's Share of Excess
Expenses Percentage applicable to Operating Expenses, except that Tenant's Share
of Excess Expenses in respect to Operating Expenses shall not increase in the
second and subsequent Lease Years by more than one hundred eight percent (108%)
of the preceding Lease Year's Tenant's Share of Excess Expenses in respect to
Operating Expenses, except in the instance of Operating Expenses for utilities
and insurance costs, and (ii) in respect to Property Taxes, the product obtained
by multiplying the amount of Excess Expenses for Property Taxes for the period
in question by the Tenant's Share of Excess Expenses Percentage applicable to
Property Taxes.

"TENANT'S SHARE OF EXCESS EXPENSES PERCENTAGE" means the percentage
specified in the Basic Terms, as such percentage may be adjusted as provided in
Section 1.1.3.

"TERM" means the Initial Term of this Lease specified in the Basic Terms
and, if applicable, any Renewal Term then in effect.

"TEST FIT ALLOWANCE" means as defined in Section 17.2.3.

"T/I RENT" means as defined in Section 17.2.3.

"TRANSFER" means Tenant's assignment, mortgage, pledge, transfer, sublease
or other encumbering or disposal (voluntarily, by operation of law or otherwise)
of this Lease or the Premises or any interest in this Lease or the Premises. The
term "Transfer" also includes any assignment, mortgage, pledge, transfer or
other encumbering or disposal (voluntarily, by operation of law or otherwise) of
any ownership interest in Tenant that results or could result in a change of
control of Tenant.

"WARRANT TERMS" means, collectively, the Punch List and construction
warranty provisions of Section 17.5 of the Lease.

A-12

EXHIBIT "B"
-----------
LEGAL DESCRIPTION OF THE LAND
-----------------------------

All of that certain lot or parcel of land situated, lying and being in Fairfax
County. Virginia. and being more particularly described as follows:

Parcel B, containing 2.91031 acres, being a resubdivision of MetroPlace at ▇▇▇▇
▇▇▇▇▇▇, as shown on a plat attached to Deed of Resubdivision and Dedication
recorded in Deed Book 7279 at page 1398, among the land records of Fairfax
County, Virginia.

B-1

EXHIBIT "C"
-----------
FLOOR PLAN
----------

[TO BE ATTACHED]

C-1

Exhibit "C"

[picture of Level Seven here]

Exhibit "C"

[picture of Level Eight here]

Exhibit "C"

[picture of Level Nine here]

Exhibit "C"

[picture of Level Ten here]

EXHIBIT "D"
-----------
COMMENCEMENT DATE MEMORANDUM
----------------------------

THIS MEMORANDUM is made and entered into as of [__________,_____] by and
between [________________] ("Landlord") and [__________________] "Tenant").

RECITALS:

1. Landlord and Tenant are party to a certain Office Deed of Lease
Agreement dated as of [________], 1998 ("Lease"), relating to certain premises
("Premises") located in the building commonly known as "Metro Place II,"]
located in Merrifield, Virginia ("Building").

2. Landlord and Tenant desire to confirm the Commencement Date and Rent
Commencement Date (as such terms are defined in the Lease) and the date the
[Initial] Term of the Lease expires [and the Notice date(s) and expiration
date(s) of any renewal Term(s) provided to Tenant under the Lease].

ACKNOWLEDGMENTS:

Pursuant to Section 1.2.3 of the Lease and in consideration of the facts
set forth in the Recitals, Landlord and Tenant acknowledge and agree as follows:

1. All capitalized terms not otherwise defined in this Memorandum have the
meanings ascribed to them in the Lease.

2. The Commencement Date under the Lease is [______________].

3. The Rent Commencement Date under the Lease is [______________].

4. The [Initial] Term of the Lease expires on [__________], unless the
Lease is sooner terminated in accordance with the terms and conditions of the
Lease.

[5. Tenant must exercise its right to the [________________] Renewal Term,
if at all, by notifying Landlord no later than [_____________], subject to the
conditions and limitations set forth in the Lease.]

[6.The ________ Renewal Term expires on [_______________].

Landlord and Tenant caused this Memorandum to be executed by their duly
authorized representative as of the day and date written above. This Memorandum
may be executed in counterparts. each of which is an original and all of which
constitute one instrument.

D-1

LANDLORD:

[________________________________]

By:_______________________________
Name:_____________________________
Its:______________________________

TENANT:

SM&A Corporation.
a California corporation

By:_______________________________
Name:_____________________________
Its:______________________________

D-2

EXHIBIT "E"
-----------
BUILDING RULES
--------------

In the event of any conflict between the Building Rules and the terms of
the Lease, the Lease shall control. The following are the Building Rules:

1. Except as specifically provided otherwise in the Lease, any sign,
lettering, picture. notice or advertisement installed on or in any part of the
Premises and visible from the exterior of the Premises, shall be installed at
Tenant's sole cost and expense, and in such manner, character and style as
Landlord may approve in writing. In the event of a violation of the foregoing by
Tenant, Landlord may remove the same without any liability and may charge the
expense incurred by such removal to Tenant.

2. No awning or other projection shall be attached to the outside walls of
the Building. No curtains, blinds, shades or screens visible from the exterior
of the Building or visible from the exterior of the Premises, shall be attached
to or hung in, or used in connection with any window or door of the Premises
without the prior written consent of Landlord. Such curtains, blinds, shades.
screens or other fixtures must be of a quality, type, design and color, and
attached in the manner approved by Landlord.

3. Tenant, its servants, employees, customers, invitees and guests shall
not obstruct sidewalks, entrances, passages, corridors, vestibules, halls,
elevators, or stairways in and about the Building which are used in common with
other tenants and their servants, employees, customers. guests and invitees, and
which are not a part of the Premises of Tenant. Tenant shall not place objects
against glass partitions or doors or windows which would be unsightly from the
Building corridors or from the exterior of the Building, or that would interfere
with the operation of any device, equipment, radio, television broadcasting or
reception from or within the Building or elsewhere and shall not place or
install any projections, antennas, aerials or similar devices inside or outside
of the Premises or on the Building, except as specifically provided in the
Lease.

4. Provided the following does not diminish the obligations of Landlord set
forth in Section 6.1 of the Lease, Tenant shall not waste electricity, water or
air conditioning and shall cooperate fully with Landlord to insure the most
effective operation of the Building's heating and air conditioning systems and
shall refrain from attempting to adjust any controls other than unlocked room
thermostats, if any, installed for Tenant's use. Tenant shall keep corridor
doors closed.

5. Tenant assumes full responsibility for protecting its space from theft,
robbery and pilferage, which includes keeping doors locked and other means of
entry to the Premises closed and secured after normal business hours.

6. Except as specifically provided in the Lease, no person or contractor
not employed by Landlord shall be used to perform janitorial work, window
washing cleaning, maintenance. repair or similar work in the Premises without
the written consent of Landlord.

E-1

7. In no event shall Tenant bring into the Building inflammables. such as
gasoline. kerosene. naphtha and benzine. or explosives or any other article of
intrinsically dangerous nature. If. by reason of the failure of Tenant to comply
with the provisions of this paragraph. any insurance premium for all or any part
of the Building shall at any time be increased. Tenant shall make immediate
payment of the whole of the increased insurance premium, without waiver of any
of Landlord's other rights at law or in equity for Tenant's breach of this
Lease.

8. Tenant shall comply with all applicable federal, state and municipal
laws, ordinances and regulations, and Building rules and shall not directly or
indirectly make any use of the Premises which may be prohibited by any of the
foregoing or which may be dangerous to persons or property or may increase the
cost of insurance or require additional insurance coverage.

9. Landlord shall have the right to prohibit any advertising by Tenant in
Tenant's use of the name or address of the Building which in Landlord's
reasonable opinion tends to impair the reputation of the Building or its
desirability as an office complex for office use, and upon written notice from
Landlord, Tenant shall refrain from or discontinue such advertising.

10. The Premises shall not be used for cooking (except for limited
microwave food preparation that does not cause the emission of unreasonable
odors), lodging, sleeping or for any immoral or illegal purpose.

11. Tenant and Tenant's servants, employees, agents, visitors and licensees
shall observe faithfully and comply strictly with the foregoing rules and
regulations and such other and further appropriate rules and regulations as
Landlord or Landlord's agent may from time to time adopt. Reasonable notice of
any additional rules and regulations shall be given in such manner as Landlord
may reasonably elect.

12. Unless expressly permitted by Landlord, no additional locks or similar
devices shall be attached to any door or window and no keys other than those
provided by Landlord shall be made for any door. If more than two keys for one
lock are desired by Tenant, Landlord shall provide the same upon payment by
Tenant. Upon termination of this Lease or of Tenant's possession, Tenant shall
surrender all keys of the Premises and shall explain to Landlord all combination
locks on safes, cabinets and vaults.

13. Any carpeting cemented down by Tenant shall be installed with a
releasable adhesive. In the event of a violation of the foregoing by Tenant.
Landlord may charge the expense incurred by such removal to Tenant.

14. The water and wash closets, drinking fountains and other plumbing
fixtures shall not be used for any purpose other than those for which they were
constructed, and no sweepings. rubbish, rags. coffee grounds or other substances
shall be thrown therein. All damages resulting from any misuse of the fixtures
shall be borne by Tenant who, or those servants. employees. agents, visitors or
licensees, shall have caused the same. No person shall waste water by
interfering or tampering with the faucets or otherwise.

E-2

15. No electrical circuits for any purpose shall be brought into the
Premises without Landlord's written permission specifying the manner in which
same may be done.

16. No bicycle or other vehicle, and no dog or other animal shall be
allowed in offices. halls, corridors, or elsewhere in the Building.

17. Tenant shall not throw anything out of the door or windows, or down any
passageways or elevator shafts.

18. All loading, unloading, receiving or delivery of goods. supplies or
disposal of garbage or refuse shall be made only through entryways and freight
elevators provided for such purposes and indicated by Landlord. Tenant shall be
responsible for any damage to the Building or property of its employees or
others and injuries sustained by any person whomsoever resulting from the use or
moving of such articles in or out of the Premises, and shall make all repairs
and improvements required by Landlord or governmental authorities in connection
with the use or moving of such articles.

19. All safes, equipment or other heavy articles shall be carried in or out
of the Premises only at such time and in such manner as shall be prescribed in
writing by Landlord, and Landlord shall in all cases have the right to specify
the proper position of any such safe, equipment or other heavy article, which
shall only be used by Tenant in a manner which will not interfere with or cause
damage to the Premises or the Building in which they are located, or to the
other tenants or occupants of the Building. Tenant shall be responsible for any
damage to the Building or the property of its employees or others and injuries
sustained by any person whomsoever resulting from the use or moving of such
articles in or out of the Premises, and shall make all repairs and improvements
required by Landlord or governmental authorities in connection with the use or
moving of such articles.

20. Canvassing, soliciting, and peddling in the Building is prohibited and
each Tenant shall cooperate to prevent the same.

21. Vending machines shall not be installed without permission of Landlord,
except for vending machines in the Premises for the exclusive use of Tenant's
employees and guests.

22. Wherever in these Building Rules and Regulations the word "Tenant"
occurs, it is understood and agreed that it shall mean Tenant's associates.
agents, clerks, servants and visitors. Wherever the word "Landlord" occurs, it
is understood and agreed that it shall mean Landlord's assigns, agents, clerks,
servants and visitors.

23. Except as specifically provided in the Lease, Landlord shall have the
right to enter upon the Premises at all reasonable hours for the purpose of
inspecting the same.

24. Tenants, its servants, employees, customers, invitees and guests shall,
when using the common parking facilities, if any. in and around the Building,
observe and obey all signs regarding fire lanes and no parking zones, and when
parking always park between the designated lines. Landlord reserves the right to
tow away, at the expense of the owner, any vehicle which is improperly parked in

E-3

a no parking zone. All vehicles shall be parked at the sole risk of the owner.
and Landlord assumes no responsibility for any damage to or loss of vehicles.

25. At all times, the Building shall be in controlled by Landlord's or the
Building manager's employee in charge and (a) persons may enter the Building
only in accordance with Landlord's regulations, (b) persons entering or
departing from the Building may be questioned as to their business in the
Building, and the right is reserved to require the use of an identification card
or other access device and the registering of such persons as to the hour of
entry and departure. nature of visit, and other information deemed necessary for
the protection of the Building. and (c) all entries into and departures from the
Building will take place through such one or more entrances as Landlord shall
from time to time designate; provided, however, anything herein to the contrary
notwithstanding, Landlord shall not be liable for any lack of security in
respect to the Building whatsoever. Landlord will normally not enforce clauses
(a), (b) and (c) above from 7:00 a.m. to 6:00 p.m., Monday through Friday, and
from 8:00 a.m. to 1:00 p.m. on Saturdays. but it reserves the right to do so or
not to do so at any time at its sole discretion. In case of invasion, mob, riot,
public excitement, or other commotion, Landlord reserves the right to prevent
access to the Building during the continuance of the same by closing the doors
or otherwise, for the safety of the tenants or the protection of the Building
and the property therein. Landlord shall in no case be liable for damages for
any error or other action taken with regard to the admission to or exclusion
from the Building of any person.

26. All entrance doors to the Premises shall be locked when the Premises
are not in use. All corridor doors shall also be closed during times when the
air conditioning equipment in the Building is operating so as not to dissipate
the effectiveness of the system or place an overload thereon.

27. Landlord reserves the right at any time and from time to time to
rescind, alter or waive, in whole or in part, any of these Rules and Regulations
when it is deemed necessary, desirable, or proper, in Landlord's judgment, for
its best interest or for the best interest of the tenants of the Building.

E-4

EXHIBIT "F"
-----------
LANDLORD'S IMPROVEMENTS
-----------------------

F-1

Exhibit "F"

METRO PLACE II BASE BUILDING OUTLINE SPECIFICATION
MARCH 1998

1.0 - GENERAL REQUIREMENTS SCOPE
-----
This outline specification prepared by Opus
East L.L.C. (Contractor), defines the scope
of work for the design and construction of a
speculative shell office building
(approximately 240.000) gross square feet on
a site referred to as ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
located in Merrifield. Virginia.

GUARANTEES
----------
All materials and equipment incorporated into
this project shall be new. The contractor
shall guarantee all work to be free from
defects of workmanship and material for one
(1) year after completion of the base
building. The Contractor shall obtain a ten
(10) year manufacturer's standard roofing
system warranty for the building.

PERMITS, LICENSING FEES
-----------------------
Contractor shall give to the proper
authorities all notices required by law
relative to the work of the project, obtain
and pay for all building permits and licenses
as are required for construction. Permits
required in conjunction with the Tenant's
professional activities would be the
responsibility of the Tenant.

CODES
-----
Contractor will be responsible for complying
with local building codes and zoning
ordinances which apply to the project
including the Americans With Disabilities Act
and the Occupational Safety and Health Act
provisions applicable to construction sites.
The building will be designed per BOCA 1996
standards.

WORKMANSHIP
-----------
The design and construction of this facility
will be in accordance with the standard
practices of the construction industry and
will be performed in a first class,
"▇▇▇▇▇▇▇-like" manner.

INSURANCE
---------
Contractor will maintain the following
insurance coverage for the project with
limits required by law or up to S2,000,000
when discretionary:

▇. ▇▇▇▇▇▇▇'▇ Compensation Insurance.
B. Comprehensive Public Liability Insurance
- including Auto liability, Complete
operations, Contingent liability,
Contractor's operations, Broad Form
Contractual Liability and blanket XCU, if
applicable.
C. Builder's Risk Insurance "All Risk" form.

TESTING
-------
The Contractor shall develop and employ a
field testing program for quality control
during the course of the project. A testing
program including, but not necessarily
limited to, soils, cast-in-place concrete.
bituminous pavements, structural steel, and
other materials will be developed and
employed by the Contractor during the course
of the project.

PROJECT MANAGEMENT
------------------
Contractor will designate a full time staff
member who will be responsible for the base
building design and construction of the
project. The project manager will have full
authority to make decisions for and represent

Page 1 of ▇▇

▇▇▇▇▇ ▇▇▇▇▇ II BASE BUILDING OUTLINE SPECIFICATION
March 1998

Contractor's interests in matters related to
schedule, cost, and execution of work. The
project manager shall be responsible for
issuing all notices and communication
affecting the project on a timely basis,
interfacing with the local and state
regulatory authorities, managing the work of
the Contractor's and selected subcontractors
forces and coordinating and implementing any
changes in the work into the design and
construction of the project.

FIELD SUPERVISION
-----------------
The Contractor shall furnish an employee who
shall act as the field superintendent until
substantial completion of the project. The
superintendent shall be responsible for
planning and executing die base building
field work including scheduling and directing
subcontractors. maintaining on-site records,
monitoring the completed work for compliance
with the contract drawings and specifications
and over-seeing layout and dimensional
control.

TEMPORARY CONSTRUCTION
----------------------
The Contractor shall furnish all temporary
construction as needed by the Contractor for
this project. Temporary construction shall
include weather-tight enclosures, temporary
roadways and parking areas, erosion control
structures, material staging and lay down
areas, material storage structures and
enclosures, enclosures for tools and other
equipment, and a field office with
appropriate facilities for storing plans,
records, and other supplies necessary to the
field management for the project base
building construction.

TEMPORARY UTILITIES
-------------------
The Contractor shall furnish temporary water,
electricity, telephone service, temporary
toilets and other supplies necessary to the
field management for the project base
building construction.

PROTECTION
----------
The Contractor shall provide protection as
needed by the Contractor for the base
building materials and work in place or
stored at the job site, whether from dampness
or cold, vandalism, theft, collapse or abuse.

CLEAN-UP
--------
The Contractor shall be responsible at all
times to keep the premises free from
excessive accumulations of waste materials
and/or rubbish. Periodically, the Contractor
shall remove all rubbish and waste materials
from the building and the construction site,
and at the completion of the project, all
debris, tools, scaffolding and surplus
materials shall be removed and the project
shall be left in a "broom clean" condition.

2.0 - SITEWORK GRADING AND EARTH WORK
----------------------
Contractor will clear, strip, excavate, and
rough and fine grade the site based on the
findings of a qualified Geotechnical
Engineer. Adequate grades will be established
for drainage which will be handled by means
of catch basins, storm sewers, and surface
run off as appropriate. The scope of the
earth work and the foundation system design
will be in accordance with soil borings
prepared by an independent soils engineer.

Page 2 of ▇▇

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March 1998

Top soil stripped from the building and paved
areas will be re-spread in lawn areas or
landscape berms.

All Earth work will be observed, tested, and
approved by an independent soils engineer.
Fill areas will be compacted in accordance
with his recommendations in both the building
and parking areas. Areas to receive
bituminous paving outside the building
structure area will be graded for proper
drainage.

UTILITIES
---------
Contractor will make all necessary
connections to the municipal utilities and
flush and test all piping systems including
water storm and sanitary from supply lines
currently existing.

PAVING AND STRIPING
-------------------
The Contractor shall furnish and install all
bituminous paved parking lots. Striping using
standard markings is included. Handicapped
parking per ADA guidelines.

EXTERIOR CONCRETE
-----------------
The project includes curb and gutter for the
parking areas in accordance with State of
Virginia standards. Broom finished concrete
sidewalks for pedestrian access from parking
areas and around site shall be provided in
accordance with State of Virginia standards.

SITE ELECTRIC
-------------
Illumination of the parking areas shall be a
minimum average of 5 fc. The aforementioned
will be in accordance with local code
guidelines. Empty conduits only will be
provided for telephone and/or fiber optic.

LANDSCAPING AND IRRIGATION
--------------------------
Landscaping and irrigation shall be in
accordance with local code guidelines and
match the quality of surrounding development.

3.0 - CONCRETE The concrete parking structure will conform
to the standards of ACI, ASTM and applicable
building regulations and code. The general
construction of garage and stairs will be
precast columns, spandrel beams and double
tees on spread concrete footings and concrete
foundations/retaining walls.

The foundations will conform to the standards
of Ad. ASTM and applicable building
regulations and codes. Soil bearing pressure
is assumed to be a minimum of 3000 psf.

4.0 - MASONRY The building exterior wall system will
consist of precast panels and cast stone
accents applied to an engineered structural
stud and sheathing system. The building
exterior wall systems will be constructed to
compliment aluminum windows and the
storefront system.

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March 1998

5.0 - METALS STRUCTURAL STEEL
---------------- The structural system will conform to he
standards of ACI, .ASTM, SJI and applicable
building regulations and code. The general
construction will be structural steel columns
and beams on spread concrete footings with
concrete floor decking. The first floor shall
be slab on grade. The roof shall be metal
deck supported by beams or bar joists with
single ply membrane roofing and insulation.

The live load design criteria will be in
accordance with all applicable codes of the
jurisdiction.

MISCELLANEOUS METALS
--------------------
Access ladder at elevator pits shall be
provided. Rails for interior stairwells will
be furnished.

Interior building stairs will be constructed
of steel stringers and concrete filled metal
pan treads with metal risers.

7.0 - THERMAL & MOISTURE PROTECTION
INSULATION
----------
Insulation for exterior walls will be
fiberglass ▇▇▇▇▇ with vapor barrier applied
between the structural steel studs supporting
the veneer and window system. All exterior
soffits and window overhangs will be
insulated. Rigid perimeter insulation will be
provided to a depth of 2' below finished
grade at all exterior walls.

ROOFING
-------
The roof over the entire facility will be of
single ply membrane, insulated with an R19
rating and ballasted.

Roofing and flashing will be guaranteed by
the roofing subcontractor for one year. The
single-ply membrane system, excluding
insulation and metal coping, will be
guaranteed by the membrane manufacturer for
ten (10) years.

8.0 - DOORS AND WINDOWS WINDOWS & STOREFRONT
--------------------
All exterior main entrance doors and frames
will be prefinished aluminum framing members
matching the windows and curtain wall. All
main exterior doors will have aluminum
thresholds. Service entrance doors shall be
galvanized, painted, hollow metal.

Windows will be manufacturer's standard
color, lightly reflective, insulated glass
set in prefinished aluminum frames with a
thermal break design.

Window units will be fixed, with no operating
sash.

The lobby curtain/storefront system will be
manufacturers standard color lightly
reflective or clear glass set in prefinished
aluminum frames with a thermal break design.

WOOD DOORS
----------
Interior doors will be 3'x 7' solid core,
plain sliced, red oak veneer or equal. with
manufacturer's standard finish. Wood doors
will be provided

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March 1998

with standard profile. 2 wide, hollow metal
frame. Base building doors will be provided
as shown on the plans. Suite entry doors and
tenant area interior partition doors will be
installed as part of the tenant improvement
allowance.

HOLLOW METAL DOORS AND FRAMES
-----------------------------
Exterior and interior hollow metal doors in
service areas will be 3'x 7' flush face,
panel design. All interior frames will be
standard profile. 2' wide, hollow metal
frame. All hollow metal doors and frames will
be painted.

FINISH HARDWARE
----------------
All door hardware will be as manufactured by
Schlage. Russwin, ▇▇▇▇▇▇ or equal to meet ADA
requirements with functions appropriate for
intended use. Base building and tenant
locksets will be lever style hardware with US
26D satin chrome or polished chrome finish. A
complete keying system enabling doors within
a given area to be keyed alike and tied into
a building master and grand master system
will be furnished. Hinges are to be primed to
receive a painted finish.

9.0 - FINISHES
TENANT AREA
-----------
Perimeter walls, interior columns, tenant
side of common area walls and shaft walls to
be framed, gypsum board installed, taped,
sanded and finished ready for paint. Ceiling
grid will be installed as part of the base
building scope of work.

FIRST FLOOR MAIN LOBBY
----------------------
The first floor, main elevator lobby of the
base building shall include the finishes and
allowances outlined below. It shall be
designed and constructed to optimize
appearance and allow for reasonable
maintenance of high traffic areas.

o Drywall walls and ceilings

o Natural stone flooring similar to 3/8"
thick, 12" x 12" granite pavers similar
to ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ Beta
or Dynasty Black with 4" high base
similar to flooring.

o Down lighting and light cove fluorescent
strip lighting concealed by eggcrate
lens.

o Manufacturer's standard walk off mats.

o Stain grade. wood wall panels from base
to ceiling.

o Building directory

Page 5 of ▇▇

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MARCH 1998

ELEVATOR LOBBIES - FLOOR COMMON CORRIDORS*
------------------------------------------

o Drywall walls and ceilings.

o Carpet flooring with 4" vinyl base.

o Down lighting

o Vinyl wallcovering from floor to ceiling.

o Wood trim approximately 500 If per lobby.

* For multi-tenant floors only. On single
tenant floors, the elevator lobby and
corridors will be constructed as part of the
tenant improvement allowance.

TOILET ROOMS
------------
A. FLOORS: The toilet room floors will
receive a standard 2" x 2" domestic
ceramic tile, similar to keystones,
mosaics, unglazed Daltile or equal.
▇. ▇▇▇▇▇/BASE: All toilet room walls will be
floor to floor height, dry wall partitions
with acoustic batt insulation. Plumbing,
toilet and urinal side walls will receive
full height, unglazed, 4" x 4" domestic
ceramic tile similar to Daltile
semi-gloss-gloss or matte wall tile. All
other wall surfaces will be vinyl. Ceramic
tile base with a cove profile will be
provided around the full perimeter of each
toilet room.
C. CEILINGS: Suspended drywall taped, sanded
and painted with access panels as
required. This includes bathroom
vestibules. Lighting as described above in
8.8
D. VANITIES: Conan vanity top with under
counter basin.
E. TOILET PARTITIONS AND ACCESSORIES: Floor
mounted, painted metal partitions in
conjunction with standard toilet room
accessories including soap dispensers.
towel dispensers, trash receptacles, paper
holders, etc.
F. VESTIBULES: Vinyl wall covering and
commercial grade carpet consistent with
that used in the corridors.

STAIRS
------
A. FLOORS: Exposed. sealed concrete with
painted stringers and risers.
▇. ▇▇▇▇▇: All stair side gypsum board will be
provided with 2 coats of semi-gloss latex
paint.
C. CEILINGS: The underside of the exposed
stairway will be painted. Stairwell
ceiling to be exposed and painted.
D. METALS: All handrails, stringers. etc.
will be painted.
E. BASE: 4" covered vinyl base will be
installed around each floor level stairway
landing.

ELECTRICAL MECHANICAL AND TELEPHONE ROOMS
-----------------------------------------
A. FLOORS: The floors will be sealed concrete
with 4" vinyl base.
▇. ▇▇▇▇▇: Gypsom. block and taped only.
C. CEILING: Exposed structure will remain
unfinished.

JANITOR'S CLOSET
----------------
A. FLOORS: The floors will be VCT similar to
▇▇▇▇▇▇▇▇▇ Standard Excelon with 4" vinyl
base.
▇. ▇▇▇▇▇: Gypsom walls will be painted. Vinyl
base will be installed at the perimeter of
the room.

Page 6 of ▇▇

▇▇▇▇▇ ▇▇▇▇▇ II BASE BUILDING OUTLINE SPECIFICATION
MARCH 1998

C. CEILING: Exposed structure will remain
unfinished.

10.0 - SPECIALTIES FIRE EXTINGUISHERS AND CABINETS
-------------------------------
Fire extinguishers and recessed cabinets will
be provided in core areas as required by
code.

INTERIOR SIGNAGE
----------------
Core area rooms will be furnished with
commercial grade signage including rest
rooms, mechanical and electrical rooms.
stairwells. etc. All other exterior and
interior signage is included in the Tenant
Improvement Allowance.

BLINDS
------
Mini blinds shall be included at each
exterior window.

11.0 - EQUIPMENT RECEIVING AREA
--------------
A loading area shall be provided with
separate entry doors.

14.0 - ELEVATORS BUILDING ELEVATOR
-----------------
Contractor will furnish and install six (6)
overhead traction passenger elevators with 8'
cabs, having capacities of 3000 pounds and
operating at speeds of 350'/minute. Cab
finishes shall be manufacturer's standard
with custom carpet floor and custom laminated
or wood veneer walls which will be
coordinated with the tenant finishes and
designed to minimize maintenance. The
elevators will have call buttons and
indicator lights for all levels.

GARAGE ELEVATOR
---------------
Contractor will furnish and install two (2)
hydraulic elevator cabs with capacities of
3500 pounds at 150'/minute. The cabs shall be
manufacturer's standard plastic laminate cabs
with VCT flooring.

15.0 - PLUMBING SYSTEM SYSTEM DESCRIPTION
------------------
Contractor will design and install a complete
base building plumbing system to accommodate
the plumbing needs of the facility. Scope to
include all outside sanitary, storm water,
and domestic water work, interior waste and
vent, hot and cold water piping system,
common plumbing fixtures, and parking garage
storm sewer work.

OUTSIDE SEWER AND WATER WORK
----------------------------
Contractor will make all necessary
connections to the site, utilities 5"-0"
outside of building and flush and test all
building piping systems.

INTERIOR PIPING SYSTEMS
-----------------------
A complete sanitary waste and vent piping
system and hot and cold water piping system
will be provided for the base building core
areas using code approved materials and
methods. An interior roof drainage system
will be connected to the exterior storm drain
system.

Stop valves at each fixture in addition to
the required unions and insulating valves
will be used to create an easily serviceable
system. All piping systems will be flushed
and tested.

Page 7 or ▇▇

▇▇▇▇▇ ▇▇▇▇▇ II BASE BUILDING OUTLINE SPECIFICATION
MARCH 1998

DRAINAGE SPECIALTIES
--------------------
Floor drains will be provided in the toilet,
mechanical and elevator machine rooms. Drains
and cleanouts will be equal to ▇▇▇▇▇, ▇▇▇▇ or
▇▇▇▇. Deck drains will be provided at the
parking garage.

SERVICE WATER HEATING SYSTEM
----------------------------
Hot water will be provided for lavatories by
means of electric water heaters located close
to each respective restroom group.

PLUMBING FIXTURES AND EQUIPMENT
-------------------------------
Plumbing fixtures will be commercial quality
equal to American Standard, Kohler, or Eljer.
All ADA requirements shall be met.

Lavatories will be under-counter bowls and
single handled, ADA compliant style faucets.
Water closets will be wall mounted, flush
valve type. Urinals will be wall mounted,
flush valve units. All fixtures will conform
to the applicable plumbing Code. Fixture
counts will conform to local code
requirements.

Janitor's mop sinks will be furnished at each
floor.

One freeze-proof wall hydrant equal to
Woodford, Josam, or ▇▇▇▇, will be installed
at the dock area, three freeze-proof wall
hydrants will be installed around the
building.

Electric ADA compatible water coolers will be
installed at toilet room entrance locations.
The quality will be equal to ▇▇▇▇▇▇-▇▇▇▇▇▇,
Westinghouse, or Oasis. Reduced pressure
backflow preventor will be installed in die
main water room area.

15.0 - FIRE PROTECTION SPRINKLER SYSTEM
FIRE PROTECTION SYSTEM
----------------------
Contractor will install a wet pipe, automatic
fire protection system for the facility to
comply with the written requirements of the
Fire ▇▇▇▇▇▇▇▇ and applicable codes.

FIRE PROTECTION DESIGN CRITERIA
-------------------------------
The base building sprinkler system will
include piping from a reduced pressure
backflow preventor, riser piping and control
valve for each floor. Each floor or zone of
the sprinkler system will contain a flow
alarm capable of being connected to a fire
alarm panel for remote alarm monitoring.

The system will include a building mounted,
fire department siamese connection located
per the jurisdictional and code requirements.

The system loop complete from the riser is
included in the base building. All branch
work, sprinkler heads and drops will be
installed as part of the Tenant Improvement
Allowance.

Sprinkler heads shall be recessed and
finished at a minimum distance of 1'-0" from
edge of ceiling grid based on light hazard
coverage per NFPA 13. Sprinkler heads shall
be upright in exposed parking structure based
on ordinary hazard coverage per NFPA 13.

Page 8 or ▇▇

▇▇▇▇▇ ▇▇▇▇▇ II BASE BUILDING OUTLINE SPECIFICATION
MARCH 1998

15.0 - HVAC SYSTEM A floor by floor VAV supply with (1)
water-cooled self contained unit on each
floor is anticipated. Cooling tower to be
centrally located on the roof adjacent to a
mechanical penthouse near the elevator
penthouse. Pumps. tanks, and heat exchanger
to be located in penthouse. Outside
ventilation air units to be located on the
roof. Perimeter, fan powered. VAV boxes with
electric heating coils and interior, fan
powered. non heating, VAV boxes are to be
provided as part of the base building.

The system will feature code required
ventilation. Minimum outside air provision
will be based on the higher standard of
ASHRAE STANDARD 62-89 (ventilation for
acceptable indoor air quality) or the
successor to such standard which is currently
being written. Minimum outside air will be
actively controlled in accordance with the
actual building population.

The system, including the exhaust fans, will
be designed to conform to the floor plans and
to operate so that sound transmission levels
do not exceed NC40.

The system will be designed with no more than
60 If per zone for perimeter enclosed offices
on a single exposure, with an average of not
less than one zone per 900 sf of usable area
in the premises.

The design of the air conditioning system is
based on the assumption that the general
offices will contain one person and one
personal computer per ISO gross square feet
and each personal computer generates 1000
Btu's. Lighting loads are assumed to equal
two ▇▇▇▇▇ per ▇▇▇▇▇ square foot including
common areas.

Heating, ventilation and air conditioning
systems shall meet the following design
conditions at the stated outside conditions:

1. Summer, outdoor conditions 93 degrees
Fahrenheit drybulb, 75 degrees Fahrenheit
wet bulb, indoor conditions 75 degrees
Fahrenheit drybulb, 50% relative humidity
maximum.
2. Winter-outdoor conditions 14 degrees
Fahrenheit drybulb. indoor conditions 72
degrees Fahrenheit drybulb.

All interior areas should be suitably zoned
with independent zone controls.

Supply outlets should be selected for minimum
drafts and adequate air distribution.

The type and size of diffusers are to be
standard, perforated. 2' x 2' similar to
▇▇▇▇▇ P4S and standard 2 slot linear
diffusers similar to ▇▇▇▇▇ TBD 80. The type
and size of grilles are to be similar to
▇▇▇▇▇ PXP.

All supply and/or return ducts should be
equipped with fusible link dampers as
required by applicable laws and codes.

Electrical closets and telephone closets will
be equipped with relief openings and exhaust
fans, exhausting to the return air plenum.

Page 9 of ▇▇

▇▇▇▇▇ ▇▇▇▇▇ II BASE BUILDING OUTLINE SPECIFICATION
MARCH 1998

Air filtration should be provided by one
filter set of at least 65% efficiency.

A direct digital control system (energy
management system) will be provided with the
features listed below as a minimum:

1. System equipment to maintain occupancy
comfort at minimum energy use.
2. Provide run time status of HVAC equipment.
3. Control each zone to maintain set point
temperature. The set point temperature
shall be adjustable through system
software.
4. Provide alarms indicating equipment
failure, zone high/low temperatures, etc.

Loading and mechanical room areas will be
heated to 60 degrees Fahrenheit at 10 degrees
Fahrenheit winter conditions.

Elevator machine room area will be
ventilated. Elevator shaft will have relief
dampers.

Toilet areas will be exhausted at required
code rates.

Base building scope to include all work up to
and including VAV boxes. Tenant improvement
allowance to include low pressure ductwork,
grilles, diffusers and thermostats.

16.0 - ELECTRICAL SYSTEM PRIMARY ELECTRICAL SERVICE
--------------------------
A pad mounted transformer will be furnished
by the electrical utility. Basic electrical
service will consist of 480/277 volts, 3
phase, 4 wire, 60 cycles through a grounded
switchboard suitable for such service. The
electrical service conductor and switchboard
shall be oversized 20% to facilitate future
growth requirements. Switchboard devices
shall be selectively coordinated with a
ground fault protection system. Power will be
brought into the building from the
transformer via an underground duct bank to a
main service disconnect located in the first
floor.

SECONDARY ELECTRICAL DISTRIBUTION
---------------------------------
Distribution voltages shall be 480/277 volts,
4 wire, 3 phase for fluorescent lighting and
integral horsepower motors; and 120/208
volts. 4 wire, 3 phase for receptacle
circuits, small motors and incandescent
lighting.

The electrical service shall provide a
minimum of six ▇▇▇▇▇ per rentable square foot
for lighting and receptacles in all areas,
excluding HVAC equipment. special systems.
miscellaneous electrical loads and elevator
equipment requirements.

Power distribution throughout the building
shall be via wire in conduit. Busways shall
be of the low impedance type and totally
enclosed. Firestops or barriers shall be
included as an integral part of each length
and fitting of duct where required and at
each floor.

Electrical distribution shall be to the
electrical rooms on each floor. Electrical
rooms will be stacked directly above each
other. Each of the rooms on each floor will
be fed by its own wire in conduit.

Page 10 of ▇▇

▇▇▇▇▇ ▇▇▇▇▇ II BASE BUILDING OUTLINE SPECIFICATION
MARCH 1998

Circuit breaker panel boards shall he located
in each electrical room to serve electrical
loads and the portion of the leased premises
on the floor as follows:

o One 480/277 volt panel board in each
electrical room. Panel board shall have
100 amp main breaker and provision for 42
one pole bolt on breakers. Panel boards
shall include at least one 20 amp circuit
breaker per 500 square feet of usable
space (exclusive of the 20% growth
requirement).

o In each electrical room, two 480/120/208
volt panel boards with a 75 KVA-K4 dry
type transformer fed from the plug-in bus
duct, with 200% neutral. Each panel board
shall have a 225 amp main breaker and
provisions for 42 one pole, bolt-on
breakers. Panel boards shall include at
least one 20 amp circuit breaker per 250
square feet of usable space. Each panel
shall have its own main breaker. Each
120/208 panel shall be equipped with a
200% neutral, ground and isolated ground
bus.

o Panel boards and cabinets shall contain
space for 20% additional circuit breakers
for future requirements.

GROUNDING
---------
The entire electrical system and equipment
shall be grounded in accordance with the
National Electrical Code. In addition, ground
counterpoise shall be a 350 MCM ground
conductor installed around the perimeter of
the building and connected to building steel.
Switchboard shall be connected to this ground
and a 350 MCM riser run through each
electrical / telephone and data room. Provide
in each electrical, telephone and data room a
1/4" x 2" x 24" ground bus connected to the
350 MCM ground riser.

MISCELLANEOUS POWER
-------------------
The base building shall include miscellaneous
use duplex 120 volt receptacles in equipment
rooms, bathrooms, mechanical rooms, lobbies.
storage areas and corridors. Exterior service
outlets will be provided near the roof
mounted HVAC equipment.

EMERGENCY POWER & LIGHTING
--------------------------
The building shall have an emergency power
back-up system for elevators. emergency
lighting and emergency communications.
Emergency generator to be designed per code
and located outside of building. All work
support UPS components shall be installed by
Tenants and/or included as part of the Tenant
Improvement Allowance.

TELEPHONE SERVICE
-----------------
An underground telephone service conduit will
be provided and extended to the building
telephone service room. Telephone equipment
and wiring to the individual floors and
tenant spaces will be the Tenant's
responsibility and cost.

SPECIAL SYSTEMS
---------------
Fire alarm System - A complete UL approved
fire management alarm system will be provided
to comply with local fire department
requirements for shell building use and
occupancy. All tire alarm features required
in the tenant area to complete the system
such as strobes, speakers, pull

Page 11 of ▇▇

▇▇▇▇▇ ▇▇▇▇▇ II BASE BUILDING OUTLINE SPECIFICATION
MARCH 1998

stations, etc., will be provided as part of
the tenant improvement allowance. A security
system will be provided to allow after hour
electronic access at building entry
locations.

INTERIOR LIGHTING
-----------------

ELEVATOR LOBBIES
----------------
The lobbies, corridors, vestibules, elevator
lobbies, etc. will be lit with PL down light
fixtures, uplights or cove lighting to an
average of 35 foot candles.

ELECTRICAL ROOMS, MECHANICAL ROOMS, JANITOR'S
CLOSETS, AND DOCK AREAS
---------------------------------------------
Lighting in these areas will be 4' or 8' wall
or ceiling mounted fluorescent strip fixtures
to an average of 40 foot candles.

TOILET ROOMS
------------
Toilet rooms will be lit with light coves
consisting of fluorescent strip fixtures and
egg-crate lens provided in each toilet room.

STAIRS
------
Stairwell lighting will consist of ceiling
mounted or wall mounted fluorescent lighting
fixtures, included as part of base building
cost.

EXTERIOR LIGHTING
-----------------
Lighting at the building exterior exits will
consist of strategically located flood
lighting. Wall mounted fixtures will also be
provided as required at the dock area. All
exterior lighting is included as part of base
building costs. Site parking lot lighting is
as outlined in section 2.0.

GARAGE LIGHTING
---------------
Garage lighting to be strip type providing a
minimum of 5 fc in the under deck areas. The
top deck to be pole mounted as described in
section 2.0.

TENANT AREA LIGHTING
--------------------
All Tenant area lighting shall be purchased
and installed as part of the Tenant
Improvement Allowance.

Part 12 of 12

EXHIBIT "G"
-----------
SCHEDULE OF FIT-UP WORK
-----------------------

G-1

EXHIBIT "G"
SCHEDULE OF FIT-UP WORK

o Data/Computer Cabling

o Computer Systems Installation and Check-out

o Phone System Cabling

o Phone System Installation and Check-out

o Security System Cabling

o Security System Installation

o Intercom System Cabling and Installation

o Vendor Machine Installation

o Artwork and other Interior Wall Decoration

o Interior Signage

o Other Tenant Interior Items as necessary

EXHIBIT "H"
-----------
PARKING PLAN
------------

H-1

Exhibit "H" p. 1/6

[picture of Level One Parking Plan here]

Exhibit "H" p. 2/6

[picture of Level Two Parking Plan here]

Exhibit "H" p. 3/6

[picture of Level Three Parking Plan here]

Exhibit "H" p. 4/6

[picture of Level Four Parking Plan here]

Exhibit "H" p. 5/6

[picture of ▇▇▇▇▇ ▇-▇ Parking Plan here]

Exhibit "H" p. 6/6

[picture of ▇▇▇▇▇ ▇-▇ Parking Plan here]

EXHIBIT "I"
-----------
INITIAL IMPROVEMENT BIDDER LIST
-------------------------------

I-1

Exhibit "I"

METRO PLACE
BIDDERS

MILLWORK
--------

Firm: Specified Washington Jefferson Millwork
Woodworking Woodworking and Design
--------------------------------------------------------------------------------
Address 532 Anniversay ▇▇▇▇ ▇▇▇▇▇▇ ▇▇. 44098 Mercure Cir.
Circle Suite 115

Address Gaithersburg, MD Landover, MD ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
20877 20785

Address
Contact: ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Telephone Number: ▇▇▇.▇▇▇.▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇

================================================================================

DOORS, FRAMES,
--------------
HARDWARE
--------

Firm: Swingin' Door Dominion Door ▇.▇. ▇▇▇▇▇▇▇
& Hardware
--------------------------------------------------------------------------------
Address 7400 Lindbergh Ammendale ▇▇▇ ▇▇, ▇▇▇▇▇
▇▇▇▇▇ Commerce Center
Address Gaithersburg, MD 6501 Virginia Greenville, NC
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Address 20879 ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
Contact: Toy Sakosi ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telphone Number: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇

================================================================================

CERAMIC FLOORING
----------------
11/11/1998
Firm: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Tile Majolica
--------------------------------------------------------------------------------
Address 12176 ▇▇▇▇▇▇▇▇▇▇ 5918 ▇▇▇▇▇▇▇▇▇▇ 1415 Cresent Spot
Road Ave. Lane
Address Manassas, VA Alexandria, VA ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
20109 22304
Address
Contact: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
Telephone Number: ▇▇▇.▇▇▇.▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇

================================================================================

METRO PLACE
BIDDERS

PAINTING
--------
11/11/1998
Firm: ▇▇▇▇▇▇▇ & ▇▇▇▇ Sparkle Atlantic Decorating,
Inc.
--------------------------------------------------------------------------------
Address ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ 7962 ▇▇▇▇▇▇ CT. ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇.
Address Gaithersburg, MD ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ 21035
Address
Contact: ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Tomay
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇

================================================================================

CARPET
------
Firm: ▇▇▇▇ Floors, Inc. Southern Md. Dupont Flooring
Floors
--------------------------------------------------------------------------------
Address 7534 10505 ▇▇▇▇▇▇▇▇ 22960 ▇▇▇▇ Road
Rickenbacker ▇▇. ▇▇▇▇▇ Blvd.
Address Gaithersburg, MD White Plains, MD ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
20879 20695
Address
Contact: ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ Ext.

================================================================================

DRYWALL AND CEILINGS
--------------------

11/11/98
Firm: Tri State Ceilings & Summit Interior
Drywall Partitions
--------------------------------------------------------------------------------
Address 14630 ▇▇▇▇▇▇▇ 8812 Spectrum ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇-▇▇
Address Rockville, MD Landover, MD ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ 20785 21701
Address
Contact: Jaco ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Godhart, ▇▇▇▇
▇▇▇▇▇▇▇
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇

================================================================================

METRO PLACE
BIDDERS

PLUMBING, HVAC
--------------

Firm PBM Mech MDS Magnolia
--------------------------------------------------------------------------------
Address ▇▇▇▇ ▇▇▇▇ ▇▇▇, 2811 Noble Fir ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇
Suite 210 Court
Address Fairfax, Va. Woodbridge VA ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ 22192 20017

Address
Contact: ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ Schirly ▇▇▇▇ Magnolia
▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇

================================================================================

SPRINKLER
---------

Firm: Capitol Chesapeake ▇▇▇▇▇▇▇▇▇▇ Fire
Sprinklers Sprinkler
--------------------------------------------------------------------------------
Address ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ 44642-108 ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇ Dr. 219
Address Columbia, MD Ashburn, VA Sterling, VA
Address 21045 22011 20166
Contact: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ x22 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇

================================================================================

ELECTRICAL
----------

Firm: Tower Electric Freestate Truland
--------------------------------------------------------------------------------
Address 11170 ▇▇▇ 6623 Mid Cities ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇. Blvd.

Address Faifax, VA Beltsville, MD ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
22030 20705
Address
Contact: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇
Telephone Number: ▇▇▇.▇▇▇.▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ 2620

================================================================================

EXHIBIT "J"
-----------
JANITORIAL, HVAC AND INDOOR AIR QUALITY SPECIFICATIONS
------------------------------------------------------

I. JANITORIAL
----------

DAILY NIGHT CLEANING
--------------------

OFFICE AREAS:

1. FLOORS

CARPETS
All carpets will be thoroughly vacuumed throughout the building.
Spills. spots and adherents will be cleaned/removed. Spot
cleaning/shampooing as required.

VINYL (RESILIENT) TILE
All tile floors will be dusted with a treated dust mop. All spillage
will be removed, including damp mop cleaning when required. Spray buff
floor, using a commercial floor polishing machine, synthetic fiber pad
and an approved commercial grade high-gloss, slip resistant floor
finish in accordance with an approved schedule and/or as needed.

2. TRASH REMOVAL
All trash containers will be emptied and returned to original
locations. Plastic liners will be used in trash containers and changed
as necessary for appearance and sanitation. No trash bag should ever be
placed directly on carpet. A mat or liner should always be used to
protect carpet from stains. Trash containers will be periodically
washed, for appearance and sanitation. All trash collected will be
deposited in the bulk trash compactor located in the loading dock.
Doors on the compactor will be kept closed when not in use. Any spills
during the collection of trash will be cleaned immediately (inside or
outside the building) and related stains will be washed/shampooed as
required. The loading dock will be swept clean each night. NO TRASH
WILL REMAIN IN THE BUILDING.

3. ASH TRAYS
All ashtrays will be emptied and wiped with a damp cloth to remove
stains and odors and returned to original locations.

4. DESKS AND CHAIRS
Wood desks will be thoroughly dusted with a treated dust cloth and
oiled/waxed only when requested by Tenants. Non-wood desks will be damp
wiped as necessary to remove spots and stains, including front and side
vertical surfaces. All glass desktops will be damp cleaned. Papers on
desks will not be disturbed. All chairs will be dusted as required (see
WEEKLY CLEANING).

J-1

5. FILE AND STORAGE CABINETS
All file and storage cabinets will be dusted thoroughly. using a
treated dust cloth. Cabinets lined in a row will be dusted along the
horizontal and vertical surface of each cabinet. Spots will be damp
cleaned.

6. TABLES AND LAMPS
Tables will be treated in a like manner as desks. Lamps will be dusted
thoroughly using a treated dust cloth.

7. SUITE ENTRANCE LOBBIES
All hard surface floors will be thoroughly cleaned and non-slip floor
finish applied as necessary. Spray buff floor, using a commercial floor
polishing machine, synthetic fiber pad and an approved commercial grade
high-gloss, slip resistant finish in accordance with an approved
schedule and/or as needed. All entrance glass doors will be cleaned.
Area mats will be thoroughly vacuumed and returned to their original
locations. Carpeted areas will be vacuumed and stains removed as
needed.

8. KITCHENS/WORK ROOMS
Carpeted areas will be vacuumed and all stains removed. Resilient
flooring will be swept and damp moped to remove spillage. Resilient
floors will be spray buffed using a commercial floor polishing machine,
synthetic fiber pad and an approved commercial grade high-gloss, slip
resistant floor finish in accordance with an approved schedule and/or
as needed.

PUBLIC AREAS

9. STAIRWAYS
Stair landings and steps will be checked nightly. Spills will be wiped
up daily. Resilient floors will be spray buffed. using a commercial
floor polishing machine. synthetic fiber pad and an approved commercial
grade high-gloss, slip resistant floor finish in accordance with an
approved schedule and/or as needed. Carpeted stairwells will be
vacuumed nightly. All hard floor stairwells will be swept twice weekly
and mopped not less than twice monthly.

10. OUTSIDE ENTRANCES
Entrances to the building will be cleaned nightly. Both sides of
entrance doors will be cleaned. All metal will be cleaned and polished.
Entrance mats will be cleaned daily and shampooed weekly. All hard
floors will be swept. dry mopped or wet mopped (on schedule and/or as
needed).

11. LOADING DOCK/FREIGHT ELEVATOR
Loading dock/freight elevator and lift will be swept and damp mopped.
Lift floor will be cleaned as needed.

J-2

12. WATER FOUNTAINS
Water fountains and surrounding area will be washed, sanitized and
polished nightly.

13. ELEVATOR LOBBIES
The elevator lobbies and public area corridors on each floor will be
thorou~hlv cleaned. Carpets will be vacuumed. Hard floors will be
dusted with a treated dust mop. All spillage will be removed, including
damp mop cleaning when required. Spray buff floor, using a commercial
floor polishing machine, synthetic fiber pad and an approved commercial
grade high-gloss, slip resistant finish in accordance with an approved
schedule and/or as needed.

14. DOORS
Glass doors and walls will be washed. Wood doors will be wiped with a
dry cloth to remove spots, smudges and fingerprints. All metal will be
cleaned and polished.

15. MAIN LOBBY
Sweep and dust mop all stone floor areas. Entrance mats and carpets
will be vacuumed. Dust and wash glass doors and walls. Polish metal of
front doors and back doors. Dust ledges, light fixtures and planters.
Dust and clean directory.

Stone floor will be spray buffed, using a commercial floor polishing
machine. synthetic fiber pad and an approved commercial grade
high-gloss, slip resistant finish in accordance with an approved
nightly schedule. Lobby floor buffing will be performed between 7:00PM
and 10:00PM weeknights. Special lobby floor maintenance work, including
stripping and refinishing may be performed on weekends with prior
approval.

16. ELEVATORS
All elevator walls will be thoroughly dusted and cleaned with a damp
cloth. Carpets will be vacuumed and spots removed. Carpets will be
shampoo cleaned on a regular schedule.

RESTROOMS

Restroom will receive completed cleaning and sanitation each night in
accordance with the specifications listed below (no harsh abrasive or
toxic cleaners may be used):

J-3

17. COMMODES AND URINALS
Commodes and urinals will be washed inside and outside including under
each bowl and the wall immediately surrounding. This work will be
performed using an approved disinfectant cleanser. All bright metal
will be cleaned and dry polished. Deodorant blocks will not be used in
the urinals. Stainless steel polish will be used regularly.

18. WASH BASINS
Washbasins will be washed inside and outside using an approved
disinfectant cleanser. All bright metal fixture units and plumbing will
be dry polished. Stainless steel polish will be used regularly.

19. STALL PARTITIONS
All stall partitions will be damp cleaned using an approved
disinfectant cleanser. Special attention will be given to urinal
partitions.

20. ENTRANCE DOORS
All entrance doors including stops, jambs and frames will be cleaned.
Any stainless steel will be polished.

21. MIRRORS AND LIGHTS
All mirrors and lights immediately above mirrors will be cleaned.
Burned-out light bulbs will be reported to the property management
company.

22. SANITARY NAPKIN DISPOSAL CONTAINERS
All sanitary napkin containers will be emptied, damp cleaned with an
approved disinfectant cleanser and provided with a new paper bag liner.

23. INSTALLATION OF SUPPLIES
All supplies such as toilet tissue, paper hand towels and liquid hand
soap will be restocked. The proper quantity will be installed to avoid
malfunction. Both keyed locks of the paper towel dispensers should be
locked after each installation.

24. FLOORS
Tile floors will be dusted with a treated dust mop. All spillage will
be removed. including damp mop cleaning using an approved disinfectant
cleanser nightly. Spray buff floor. using a commercial floor polishing
machine, synthetic fiber pad and an approved commercial grade
high-gloss, slip resistant finish in accordance with an approved
schedule and/or as needed.

25. WALLS
All tile walls around basins. commodes. urinals, soap and towel
dispensers and trash receptacles will be washed nightly.

26. TRAPS AND FLOOR DRAINS

J-4

All floor drains must remain free from odor at all times. Water will be
poured down into drains daily to insure vapor seals.

WEEKLY CLEANING
---------------

OFFICE AREAS

1. FLOORS

CARPETS
All carpets will be inspected for cleanliness. Spots will be removed.
Carpet should be shampooed if necessary. Public area carpets will be
shampooed in accordance with an approved schedule and/or as requested
by property management.

2. VINYL (RESILIENT) TILE FLOORS
All vinyl (resilient) tile should be spray buffed, using a commercial
floor polishing machine, synthetic fiber pad and an approved commercial
grade high-gloss, slip resistant floor finish in accordance with an
approved weekly schedule and/pr as needed.

3. DESKS AND CHAIRS
All chairs will be dusted on a weekly basis. Desks will be polished
weekly if requested by tenant and only in accordance with tenant's or
manufacturers instructions.

4. BLINDS AND ▇▇▇▇▇
Window blinds and ▇▇▇▇▇ will be dusted weekly. Washing of the blinds
may be required on an as needed basis. Sill will be washed and polished
weekly. Any personal items on the ▇▇▇▇▇ will not be moved.

PUBLIC AREAS

5. STAIRWAYS
Please refer to Daily Cleaning, #9. Stairways.

6. OUTSIDE ENTRANCES
Entrance mats will be shampooed weekly.

J-5

7. ELEVATOR
All elevator walls will be thoroughly dusted and cleaned with a damp
cloth. Carpets will be vacuumed and spots removed. Carpets will be
shampoo cleaned on a regular schedule.

RESTROOMS

8. FLOORS
At least once per week, tile floors will be spray buffed. using a
commercial floor polishing machine, synthetic fiber pad and an approved
commercial grade high-gloss, slip resistant floor finish in accordance
with an approved weekly schedule.

9. WALLS
Walls throughout the restrooms, including stall partitions, will be
thoroughly washed using an approved non-abrasive disinfectant cleanser.

II. HVAC
----

Heating, ventilation and air conditioning systems shall meet the following
design conditions at the stated outside conditions:

1. Summer, outdoor conditions 93 degrees Fahrenheit drybulb. 75
degrees Fahrenheit wet bulb, indoor conditions 75 degrees
Fahrenheit drybulb, 50% relative humidity.

2. Winter, outdoor conditions 14 degrees Fahrenheit drybulb, indoor
conditions 72 degrees Fahrenheit drybulb.

Outside Air Volume: 0.1 4/cfm/RSF minimum

Supply Air Volume: 0.8 - 1.0 cfm/RSF

Exhaust Air Volume: 2 cfm/square foot for toilets and janitor closet (core)

Occupancy: One person per 142 RSF and a sensible load of 5 ▇▇▇▇▇/RSF

III. INDOOR AIR QUALITY

An annual inspection of the building will be performed generating a report
noting building conditions and remedial recommendations relative to applicable
standards such as:

o EPA Building Air Quality Manual
o ASI-IIRAE Standard 62-1989 "Ventilation for Acceptable Indoor Air Quality"
o SMACNA IAQ Guidelines for Occupied Buildings Under Construction

J-6

EXHIBIT "K"
-----------

EXERCISE FACILITY SPECIFICATIONS
--------------------------------

K-1

Exbihit "K"

[picture of Exercise Facility here]

* HVAC and air quality standards shall be supplied to the Exercise Facility
in the same manner and during the same times as are required to be
supplied to the Premises as set forth in Exhibit "J"

GENSLER Project
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ METRO PLACE II 11/03/98
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Project No. ▇▇.▇▇▇▇.▇▇▇
Tel: ▇▇▇.▇▇▇.▇▇▇▇ Description: FITNESS CENTER
Fax: ▇▇▇.▇▇▇.▇▇▇▇ 1/8"=1'-0"

EXHIBIT "L"

SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
------------------------

This Agreement is made as of this ______day of __________, ______, by and among
________________________ a ("Lender"); ________________________, a
______________________________________________ ("Tenant"); and
________________________________, a _____________________ ("Landlord").

W I T N E S S E T H:

WHEREAS, Landlord owns an office building located in Merrifield,
Virginia. which building is situated on the real property more fully described
on Exhibit "A" attached hereto and made a part hereof (the "Building"); and

WHEREAS, Tenant has entered into a certain lease dated _________, 1998
(the "Lease") with Landlord for space in the Building (hereinafter, the
"Premises"), which Premises are more fully described in Exhibit "B" attached
hereto and made a part hereof; and

WHEREAS, the Premises are encumbered or to be encumbered by that
certain first deed of trust (the "Deed of Trust"), which Deed of Trust has
heretofore been or will be recorded among the Land Records of Fairfax County,
Virginia; and

WHEREAS, Lender has made or will make a loan to Landlord, as borrower,
the repayment of which is secured or will be secured by the Deed of Trust; and

WHEREAS, Tenant has agreed that the Lease is now and shall remain
subject and subordinate to the operation and effect of the Deed of Trust
provided that, subject to the provisions of this Agreement, Tenant is assured
that the Lease and the Tenant's rights thereunder will not be terminated or
otherwise disturbed by any foreclosure of, or other action relating to. the Deed
of Trust.

NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00), the
receipt of which is hereby acknowledged, and in consideration of the mutual
premises, covenants, and agreements herein contained, the parties hereto,
intending to be legally bound hereby, promise. covenant, and agree as follows:

1. Subject to the terms of this Agreement. Tenant covenants and agrees
that the Lease is and shall be subject and subordinate to the lien, provisions,
operation and effect of the Deed of Trust and to all funds and all indebtedness
which may be secured by such Deed of Trust and to all renewals. amendments,
modifications, consolidations. replacements, increases, and extensions thereof.
Notwithstanding anything to the contrary contained herein, at any time, at the
election of Lender, such Lender shall have the right to declare the Lease
superior to the lien, provisions. operation and effect of the Deed of Trust.

L-1

2 In the event it should become necessary to foreclose the Deed of
Trust pursuant to the power of sale contained therein, or by deed given in lieu
of foreclosure. Lender. for itself and its successors and assigns, agrees that
such foreclosure will not terminate nor otherwise disturb the Lease nor the
rights of Tenant thereunder (including the right of Tenant to (i) be paid the
Initial Allowance and Additional Allowance, if any, (ii) the Expansion Premises
and First Offer Space. and (iii) renew for the Renewal Term(s)) ,as long as
Tenant continues to pay rent as required by the Lease, and otherwise continues
to perform its obligations on its part to be performed hereunder and under the
Lease, and further provided that (unless waived by Lender):

(a) Tenant shall not be, at the time of such foreclosure, in
default beyond any applicable notice and cure period under
any of the terms, covenants, or conditions of the Lease, and
no event exists which, with notice or the passage of time, or
both, would constitute a default on the part of Tenant under
the Lease;

(b) Tenant shall pay rent and otherwise perform its obligations
under the Lease;

(c) Lender, its successors and assigns, and any party acquiring
title to the Premises through foreclosure or by virtue of a
deed given in lieu of foreclosure, (hereinafter collectively
referred to as a "Successor in Interest") shall not be liable
for any act or omission of any prior landlord or liable for
any breach of an agreement contained in the Lease arising
prior to the date such Successor in Interest acquired title
to the property;

(d) Such Successor in Interest shall not be bound by any rent or
additional rent which Tenant might have paid for more than
one (1) month in advance to any prior landlord;

(e) Such Successor in Interest shall not be bound by any
amendment or modification of the Lease made without the
written consent of Lender and its successors and assigns; and

(f) Such Successor in Interest shall not be liable for damages
for any act or omission of any prior landlord.

3 Subject to the terms of this Agreement. Tenant agrees with Landlord
and Lender that in the event of a foreclosure sale of the Premises, including a
conveyance to Lender by deed in lieu of foreclosure, or in the event that
Landlord conveys its estate in the Premises or. in the event that Landlord's
estate in the Premises passes to any other person, firm or corporation by
operation of law or any other means, then in any of said events. Tenant shall
promptly attorn to the purchaser at the foreclosure sale or to the grantee of
the Premises from Landlord or to such other successors to Landlord's estate,
under all the terms, covenants, and conditions of the Lease and this Agreement
and, at the request of Lender or such person or entity acquiring the Premises
through or under Lender to execute a new lease with such person or entity on the
same terms and conditions as are set forth in the Lease. except that the term of
the new lease shall be for the then remaining balance of the term of the Lease.

L-2

4 ▇▇▇▇▇▇▇ hereby warrants and represents, covenants and agrees to and
with Lender:

(a) to deliver to Lender a duplicate of each notice of default
delivered to Landlord at the same time as such notice is
given to Landlord;

(b) that Tenant is now the sole owner of the leasehold estate
created by the Lease and shall not hereafter assign the Lease
except as permitted by the terms thereof, and that
notwithstanding any such assignment or any sublease. Tenant
shall remain primarily liable for the observance and
performance of all of its agreements under the Lease except
as otherwise provided therein;

(c) not to seek to terminate the Lease by reason of any default
of Landlord without prior written notice thereof to Lender
and the lapse thereafter of thirty (30) days within which
time Lender, at its option, may remedy any such default;

(d) to promptly certify in writing to Lender whether or not any
default on the part of Landlord then exists under the Lease
or whether there are any events which, with notice or the
passage of time, or both, would constitute a default of
Landlord:

(e) to provide on fifteen (15) business days written notice
estoppel certificates in recordable form confirming Tenant's
covenants and agreements pursuant to this Agreement and
certifying that: (i) the Lease is subordinate to the lien,
provisions, operation and effect of the Deed of Trust, or is
superior to the Deed of Trust (if Lender has so elected) (ii)
Tenant is in full and complete possession of the Premises,
stating the date on which rent commenced to accrue and the
date to which it is paid; (iii) the Lease is in full force
and effect, and has not been amended, modified, or superseded
(except as indicated); (iv) Tenant has received no notice of
any sale, transfer, pledge, or assignment of the Lease or of
the rentals by the Landlord except for the assignment to
Lender; (v) Tenant has not advanced any amounts to or on
behalf of the Landlord under the Lease which have not been
reimbursed; (vi) Tenant holds no claim against the Landlord
which might be set off against accruing rentals; (vii) Tenant
understands that the Lease has been collaterally assigned to
Lender as security for Lender's loan; and (viii) containing
such other certificates as Lender shall reasonably request;
and

(f) Not to alter, amend or modify any of the terms, covenants or
conditions of the Lease without the prior written consent of
Lender.

5 Tenant acknowledges that the Lease has been assigned by Landlord to
Lender and agrees with Lender that, from and after the date Lender notifies
Tenant in writing that Landlord is in default under the Deed of Trust and that
Lender has exercised its rights under the assignment of rent provisions
contained in the Deed of Trust given by Borrower to Lender, Tenant shall
promptly remit all payments due under the Lease to Lender or to any receiver
appointed by Lender.

L-3

6 This Agreement shall be binding upon and shall extend to and benefit
the successors and assigns of the parties hereto.

7 All notices, demands and requests shall be in writing, and shall be
effectively served by forwarding such notice, demand or request by certified or
registered mail, postage prepaid. or by commercial overnight courier service, or
by hand delivery with signed receipts. addressed as follows:

(a) IF ADDRESSED TO TENANT: _______________________________
_______________________________
_______________________________
Attn:__________________________

(B) IF ADDRESSED TO LANDLORD: _______________________________
_______________________________
_______________________________
Attn:__________________________

with a copy to: _______________________________
_______________________________
_______________________________
Attn:__________________________

with additional copy to: _______________________________
_______________________________
_______________________________
Attn:__________________________

(C) IF ADDRESSED TO LENDER: _______________________________
_______________________________
_______________________________
Attn:__________________________

or at such other address as the respective party may hereafter designate by
written notice to the other parties. The effective date of all notices shall be
(i) three (3) business days after the date of mailing if sent by United States
Postal Service. certified mail, return receipt requested. (ii) the date of
delivery if sent by a nationally recognized overnight courier service, or (iii)
the date of receipt if sent by hand delivery with signed receipts.

L-4

8 This Agreement may L~ executed in two or more counterparts. all of
which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their
duly authorized officers the day and year first above written.

WITNESS/ATTEST: LENDER:

_______________________________
a______________________________

By:_______________________________ By:____________________________
Name:_____________________________ Name:__________________________
Title:____________________________ Title:_________________________

WITNESS/ATTEST: TENANT:

_______________________________
a______________________________

WITNESS/ATTEST: LANDLORD:

_______________________________
a______________________________

L-5

MULTITENANT OFFICE DEED OF LEASE AGREEMENT

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