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Virginia-Herndon-1110 Herndon Parkway Lease - Sovran Limited Co. and LifeMinders.com Inc.

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
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                        OFFICE BUILDING LEASE AGREEMENT
                    DEFINITIONS AND BASIC LEASE INFORMATION

LEASE DATE:                  June 11, 1999

TENANT:                      Lifeminders.com inc.
                             1110 Herndon Parkway
                             (Third Floor)
                             Herndon, VA 20170

PHONE:

LANDLORD:                    SOVRAN LIMITED COMPANY

LANDLORD ADDRESS:            c/o The Mark Winkler Company
                             4900 Seminary Road, Suite 900
                             Alexandria, VA 22312

CONTACT:                     Donald L. Schubring
TELEPHONE:                   (703)758-2299

PREMISES:                    The third floor of building No. 4 also known as
                             1110 Herndon Parkway, Herndon, Fairfax County,
                             Virginia ("Building") constituting a part of the
                                        --------
                             shopping center known as Herndon Parkway Center
                             ("Shopping Center"). The premises are outlined on
                               ---------------
                             the plan attached to the Lease as Exhibit A, and
                             shall be deemed to contain 12,954 square feet of
                             Rentable Area.

TENANT IMPROVEMENTS:         Landlord will pay up to fifteen dollars ($15.00)
                             per RSF ("Tenant Improvement Allowance") expendable
                             for the costs of the design and construction of the
                             Tenant Improvements to be carried out by Tenant's
                             contractor according to a mutually agreed upon
                             space plan within two months after the execution of
                             the Lease Agreement.

                             A rough drawing of a space plan for the Premises
                             has been prepared by Tenant's architect and has
                             been presented to, and met the approval of,
                             Landlord (Appendix A). The final space plan for the
                             Premises, incorporating the details and Landlord's
                             suggestions shall be prepared by Tenant and
                             presented to Landlord within two (2) weeks
                             following the execution of the Lease Agreement and
                             its delivery to Landlord. The parties agree
<PAGE>

                       to negotiate in good faith to resolve their differences
                       of opinion, if any, concerning the space plan and will
                       agree to any changes which might be required by the
                       appropriate authorities in order to receive the final
                       approval of a space plan.

                       The build out of the Premises shall start shortly after
                       Tenant obtained the approval of the appropriate
                       authorities of the changes required. All cost of design
                       and construction of Tenant Improvements in excess of the
                       Tenant Improvement Allowance shall be paid by Tenant.

LANDLORD'S WORK        Landlord shall, with reasonable notice, have access to
                       the Premises after the Lease Commencement Date and when
                       appropriate for the purposes of installing new air
                       conditioning units and repairing and rearranging the duct
                       works. Landlord shall coordinate with Tenant's
                       construction manager times which will not interfere with
                       on-going construction. Landlord shall complete the
                       installment of air conditioning units and the repair of
                       duct works within forty five (45) days after the
                       execution of the Lease Agreement. Tenant shall receive
                       day to day rent abatement if HVAC does not function after
                       the expiration of sixty (60) days from the execution of
                       the Lease Agreement.

OCCUPANCY/COMMENCEMENT The Lease shall commence upon the execution of the
TERM:                  Lease Agreement and shall end five (5) years and two (2)
                       months after the execution of the Lease Agreement.

RENT ABATEMENT:        Landlord shall abate first two (2) months' rent.

RENT:                  Rent per year, payable in monthly installments, as
                       follows:

                                    Annual Basic           Monthly
                  Year              Rental Rate        Installment
                  ----              -----------        -----------
                  First year        $226,695.00        $18,891.25

ESCALATION:            3% Annually after the first year.

PARKING:               Tenant shall be entitled to fifty five (55) parking
                       spaces at the location

                                        2
<PAGE>

                             designated by Landlord. Landlord shall have no
                             obligation to police the use of such spaces.

TENANT'S PROPORTIONATE       28.10% which is the percentage obtained by dividing
SHARE OF OPERATING EXPENSES: (i) the 12,954 square feet of Rentable Area in the
                             Premises by (ii) the total 46,059 rentable square
                             feet contained in all of the buildings located in
                             the Shopping Center.

TENANT'S PROPORTIONATE       49.6% which is the percentage obtained by dividing
SHARE OF BUILDING EXPENSES:  (i) the 12,954 square feet of Rentable area in the
                             Premises by (ii) the total 26,107 square feet of
                             Rentable Area in the office portion of the
                             Building.

PERMITTED USE:               General office use and no other purpose. The
                             premises may not be used by a bank or financial
                             institution.

SECURITY DEPOSIT:            One hundred thousand Dollars ($100,000.00) in the
                             form of letter of credit.

APPURTENANT FACILITIES:      The parking areas, landscaping, sidewalks, and
                             other facilities now or hereafter located on the
                             Land (other than the Building) which are used in
                             connection with the operation of the Building.

BROKER:                      Trammel Crow Real Estate Services, Inc. (TCRES)
                             represented the interests of the Tenant throughout
                             this transaction and the Mark Winkler Company
                             represented Landlord throughout this transaction.
                             The brokers' fee shall be paid by Landlord under
                             separate agreement.

THE FOREGOING LEASE INFORMATION IS INCORPORATED INTO AND MADE A PART OF THE
LEASE, BUT DOES NOT CONSTITUTE THE ENTIRE LEASE. IN THE EVENT OF ANY CONFLICT
BETWEEN THE FOREGOING LEASE INFORMATION AND THE TERMS OF THE OFFICE BUILDING
LEASE AGREEMENT WHICH FOLLOWS, THE TERM OF THE OFFICE BUILDING LEASE AGREEMENT
WILL GOVERN. TENANT ACKNOWLEDGES THAT IT HAS READ ALL THE PROVISIONS CONTAINED
IN THE ENTIRE LEASE AND ALL EXHIBITS WHICH ARE A PART THEREOF AND AGREES THAT
THIS LEASE, INCLUDING THE BASIC LEASE INFORMATION AND ALL EXHIBITS, REFLECTS
THE ENTIRE UNDERSTANDING AND REASONABLE EXPECTATIONS OF LANDLORD AND TENANT
REGARDING THE PREMISES. TENANT ALSO ACKNOWLEDGES THAT IT HAS THE OPPORTUNITY TO

                                       3
<PAGE>

REVIEW THIS LEASE PRIOR TO EXECUTION WITH LEGAL COUNSEL AND SUCH OTHER ADVISORS
AS TENANT DEEMS APPROPRIATE. IN THE EVENT ANY CONFLICT EXISTS BETWEEN ANY BASIC
LEASE INFORMATION AND THE LEASE, THEN THE LEASE SHALL CONTROL.

SOVRAN LIMITED COMPANY                    LIFEMINDERS.COM INC.
LANDLORD                                  TENANT

By: /s/ Mahmoud Katirai                   By:[SIGNATURE APPEARS HERE]
   --------------------------                --------------------------
   Mahmoud Katirai                           Its: VP & CFO
   Its: President


EXHIBITS:

Exhibit "A":  Outline of Premises
              -------------------
Exhibit "B":  Building Rules and Regulations
              ------------------------------
Exhibit "C":  Form of Letter of Credit
              -------------------------
Exhibit "D":  Option of Review
              ----------------


                                       4
<PAGE>

                               TABLE OF CONTENTS
                                                                           Page
                                                                           ----
1.    DEFINITIONS AND BASIC PROVISIONS

          a.     Basic Lease Information.................................... 1
                 -----------------------
          b.     Rentable Area.............................................. 1
                 -------------
          c.     Service Areas.............................................. 1
                 -------------
          d.     Building-Shared Areas...................................... 1
                 ---------------------
          e.     Floor-Shared Areas......................................... 1
                 ------------------
          f.     Stipulations as to Area.................................... 1
                 -----------------------

2.    LEASE GRANT........................................................... 1

3.    TERM.................................................................. 2

4.    RENT.................................................................. 2

          a.     Payment.................................................... 2
                 -------
          b.     Operating and Building Expense Escalator................... 3
                 ----------------------------------------
          c.     Operating Expenses......................................... 3
                 ------------------
          d.     Building Expenses.......................................... 5
                 -----------------
          e.     Adjustment................................................. 6
                 ----------
          f.     Gross-Up................................................... 7
                 --------
          g.     Direct Taxes............................................... 7
                 ------------
          h.     Survivability of Obligations............................... 7
                 ----------------------------

5.    DELINQUENT PAYMENT; LATE CHARGES...................................... 7

6.    SECURITY DEPOSIT...................................................... 8

7.    LANDLORD'S OBLIGATIONS................................................ 8

          a.     Services................................................... 9
                 --------
          b.     Utility Charges............................................ 9
                 ---------------
          c.     Discontinuance............................................. 9
                 --------------
          d.     Restoration of Services; Abatement......................... 9
                 ----------------------------------

8.    IMPROVEMENTS; ALTERATIONS; REPAIRS; MAINTENANCE....................... 9

          a.     Improvements; Alterations.................................. 9
                 -------------------------
          b.     Repairs; Maintenance....................................... 10
                 --------------------
          c.     Performance of Work........................................ 10
                 -------------------
          d.     Mechanic's Liens........................................... 10
                 ----------------
          e.     Landlord's Warranty........................................ 11
                 -------------------

9.    USE................................................................... 11

          a.     Permitted Use/Compliance with Laws......................... 11
                 ----------------------------------
          b.     Hazardous Materials........................................ 11
                 -------------------

10.   ASSIGNMENT AND SUBLETTING............................................. 12

          a.     Assignment or Sublease..................................... 12
                 ----------------------
          b.     Consent.................................................... 12
                 -------
          c.     Additional Compensation.................................... 13
                 -----------------------
          d.     Continued Liability........................................ 13
                 -------------------
          e.     Transfer of Controlling Interest........................... 13
                 --------------------------------
          f.     Landlord's Right to Recapture the Premises................. 13
                 ------------------------------------------
          g.     Costs and Expenses......................................... 13
                 ------------------

11.   INSURANCE; WAIVERS; SUBROGATION; INDEMNITY............................ 13

          a.     Insurance.................................................. 13
                 ---------
          b.     Waiver; No Subrogation..................................... 14
                 ----------------------
          c.     Indemnity.................................................. 14
                 ---------
<PAGE>

12.   SUBORDINATION ATTORNMENT; NOTICE TO LANDLORD'S MORTGAGEE.............. 14

          a.     Subordination.............................................. 14
                 -------------
          b.     Attornment................................................. 14
                 ----------
          c.     Notice to Landlord's Mortgagee............................. 15
                 ------------------------------
          d.     Certificates Requested by Landlord's Mortgagee............. 15
                 ----------------------------------------------

13.   RULES AND REGULATIONS................................................. 15

14.   CONDEMNATION.......................................................... 15

15.   FIRE OR OTHER CASUALTY................................................ 15

          a.     Repair Estimate............................................ 15
                 ---------------
          b.     Landlord's and Tenant's Rights............................. 16
                 ------------------------------
          c.     Landlord's Rights.......................................... 16
                 -----------------
          d.     Repair Obligation.......................................... 16
                 -----------------

16.   TAXES................................................................. 16

17.   EVENTS OF DEFAULT..................................................... 16

18.   REMEDIES.............................................................. 17

19.   PAYMENT BY TENANT; NON-WAIVER......................................... 18

          a.     Payment by Tenant.......................................... 18
                 -----------------
          b.     No Waiver.................................................. 18
                 ---------

20.   SURRENDER OF PREMISES................................................. 18

21.   HOLDING OVER.......................................................... 19

22.   CERTAIN RIGHTS RESERVED BY LANDLORD................................... 19

23.   MISCELLANEOUS......................................................... 20

          a.     Landlord Transfer.......................................... 20
                 -----------------
          b.     Landlord's Default and Liability........................... 20
                 --------------------------------
          c.     Force Majeure.............................................. 21
                 -------------
          d.     Criminal Acts of Third Parties............................. 21
                 ------------------------------
          e.     Brokerage.................................................. 21
                 ---------
          f.     Estoppel Certificates...................................... 21
                 ---------------------
          g.     Notices.................................................... 21
                 -------
          h.     Severability............................................... 22
                 ------------
          i.     Amendments; and Binding Effect............................. 22
                 ------------------------------
          j.     Quiet Enjoyment............................................ 22
                 ---------------
          k.     Joint and Several Liability................................ 22
                 ---------------------------
          l.     Captions................................................... 22
                 --------
          m.     No Merger.................................................. 22
                 ---------
          n.     No Offer................................................... 22
                 --------
          o.     No Rights to Use of Building Name.......................... 22
                 ---------------------------------
          p.     Time of Essence............................................ 23
                 ---------------
          q.     Authority of Parties....................................... 23
                 --------------------
          r.     Governing Law.............................................. 23
                 -------------
          s.     Right of First Offer....................................... 23
                 --------------------
          t.     Option to Terminate........................................ 23
                 -------------------
          u.     Signage.................................................... 24
                 -------
          v.     Satellite Dish............................................. 24
                 --------------
          w.     Exhibits................................................... 24
                 --------
<PAGE>

24.   SPECIAL PROVISIONS.................................................... 24

          a.     Condition ................................................. 24
                 ---------

                                       3
<PAGE>


                        OFFICE BUILDING LEASE AGREEMENT


                                 THIS OFFICE BUILDING LEASE AGREEMENT ("the
                             Lease") is entered into as of June 11, 1999 between
                             -----
                             SOVRAN LIMITED COMPANY, a Virginia corporation
                             ("Landlord") and LifeMinders.com Inc., a Maryland
                               --------
                             corporation ("Tenant").
                                           ------

DEFINITIONS AND                  1.     a.      Basic Lease Information. The
BASIC                                           -----------------------
PROVISIONS                   definitions and basic provisions set forth in the
                             Basic Lease Information (the "Basic Lease
                                                           -----------
                             Information") executed by Landlord and Tenant
                             -----------
                             contemporaneously herewith are incorporated herein
                             by reference for all purposes.

                                        b.      Rentable Area. All provisions
                                                -------------
                             included in this Lease relating to the Rentable
                             Area of the Premises, including, but not limited
                             to, Basic Rental and Tenant's Proportionate Share,
                             shall be adjusted to reflect the actual number of
                             rentable square feet in the Premises. The
                             calculation of the Rentable Area shall be made by
                             Landlord in accordance with the method of measuring
                             rentable square feet described by the Washington,
                             D.C. Board of Realtors Standard Method of
                             Measurement. If an adjustment to the Rentable Area
                             is made after this Lease is executed by Landlord
                             and Tenant, the Basic Rental and Tenant's
                             Proportionate Share shall be adjusted accordingly.

                                        c.      Service Areas. "Service Areas"
                                                -------------   -------------
                             means the square footage of the areas within (and
                             measured from the mid-point of the walls enclosing)
                             the Building stairs, fire towers, elevator shafts,
                             flues, vents, stacks, pipe shafts, vertical ducts
                             and other vertical penetrations. Areas for the
                             specific use of a tenant and installed at the
                             request of a tenant such as special stairs or
                             elevators are not included within the definition of
                             Service Areas, and such areas will be included in
                             the Rentable Area of the space being measured.

                                        d.      Building-Shared Areas.
                                                ---------------------
                             "Building-Shared Areas" means the square footage of
                              ---------------------
                             the areas within (and measured from the mid-point
                             of the walls enclosing) the Building elevator
                             machine rooms, main mechanical and electrical
                             rooms, public lobbies, and other areas not leased
                             or held for lease within the Building and not
                             included in Service Areas or Floor-Shared Areas,
                             but which are necessary or desirable for the proper
                             utilization of the Building or to provide customary
                             services to the Building.

                                        e.      Floor-Shared Areas. "Floor-
                                                ------------------   -----
                             Shared Areas" means the square footage of the areas
                             ------------
                             within (and measured from the mid-point of the
                             walls enclosing) public corridors, elevator foyers,
                             rest rooms, mechanical rooms, janitor closets,
                             telephone and equipment rooms, and other similar
                             facilities for the use of all tenants on the floor
                             on which the Premises are located and which are not
                             included in Service Areas or Rentable Area of a
                             Particular tenant.

                                        f.      Stipulations as to Area.
                                                -----------------------
                             Landlord and tenant hereby agree that the Rentable
                             Area of the Premises has been calculated on the
                             basis of the feregoing definitions to be the number
                             of square feet of Rentable Area for the Premises
                             set forth in the Basic Lease Information.

LEASE GRANT                      2.     Subject to the terms of this Lease,
                             Landlord leases to Tenant, and Tenant leases from
                             Landlord, the Premises. In addition, Tenant shall
                             have the non-exclusive right, along with Landlord
                             and all other tenants in the Building and their
                             invitees, to use areas designated by Landlord to be
                             the common areas in the Building and the
                             Appurienant Facilities, except any portions thereof
                             designated for the use of specific tenants.









<PAGE>

TERM            3. If the Commencement Date is not the first day of a calendar
               month, then the Term shall be extended by the time between the
               Commencement Date and the first day of the next month. In the
               event Tenant occupies the Premises prior to the scheduled
               Commencement Date, the Commencement Date shall be defined as the
               date such occupancy commences. If this Lease is executed before
               the Premises become vacant or otherwise available and ready for
               occupancy by Tenant, or if any present occupant of the Premises
               holds over and Landlord cannot acquire possession of the
               Premises before the Commencement Date, then (a) Tenant's
               obligation to pay Rent hereunder shall be waived until Landlord
               tenders possession of the Premises to Tenant, (b) the Term shall
               be extended by the time between the scheduled Commencement Date
               and the date on which Landlord tenders possession of the Premises
               to Tenant (which date will then be defined as the Commencement
               Date), (c) Landlord shall not be in default hereunder or be
               liable for damages therefor, and (d) Tenant shall accept
               possession of the Premises when Landlord tenders possession
               thereof to Tenant. By occupying the Premises, Tenant shall be
               deemed to have accepted the Premises in their condition as of the
               date of such occupancy, subject to the performance of punch-list
               items that remain to be performed by Landlord, if any. By
               occupying the Premises, Tenant shall be deemed to have accepted
               the Premises in their condition as of the date of such
               occupancy, subject to the performance of punch-list items that
               remain to be performed by Landlord, if any. Landlord shall have
               the right, but not the obligation, to deliver to Tenant a letter
               (the "Confirmation Letter") confirming (i) the Commencement Date,
                     ------------ ------
               (ii) that Tenant has accepted the Premises, and (iii) that
               Landlord has performed all of its obligations, if any, with
               respect to the condition of the Premises (except for punch-list
               items specified in such Confirmation Letter). All information set
               forth in the Confirmation Letter shall be deemed correct and
               binding on both Landlord and Tenant, unless Tenant objects to any
               such information in writing to Landlord within thirty (30) days
               of Tenant's receipt of the Confirmation Letter. If requested by
               Landlord, Tenant shall execute and deliver to Landlord, within
               ten (10) business days after Landlord has requested same, a copy
               of the Confirmation Letter, although Tenant's failure to execute
               or deliver the same shall not limit the binding nature thereof if
               Tenant fails to object in writing to any information set forth
               therein within the time period provided in this Section 3.

RENT            4. a. Payment. Tenant shall timely pay to Landlord the Basic
                      -------
               Rental and all additional sums to be paid by Tenant to Landlord
               under this Lease, including the amounts set forth in Section 4b.,
               without notice, demand, counterclaim, set-off or abatement, at
               Landlord's Address (or such other address as Landlord may from
               time to time designate in writing to Tenant). Basic Rental,
               adjusted as herein provided, shall be payable monthly in advance
               except as otherwise provided in this Lease, The first monthly
               installment of Basic Rental shall be payable contemporaneously
               with the execution of this Lease, the second installment, to
               cover the rent of the time between three months after the
               Commencement Date and the first day of the fourth full calendar
               month, shall be made three months after the Commencement Date,
               the third installment of one month rent shall be due on the first
               day of fourth full calendar month and a like monthly installment
               of Basic Rental shall be due on the first day of the fifth full
               calendar month of the Term and continuing thereafter on the first
               day of each succeeding calendar month during the Term. Basic
               Rental for any fractional month at the beginning of the Term
               shall be prorated and shall be due on the Commencement Date. In
               addition to Basic Rental, all other payments to be made by Tenant
               pursuant to this Lease shall be deemed to be and shall become
               additional rent hereunder, whether or not the same be designated
               as such, and shall be subject to the


                                       2
<PAGE>

                             same terms and provisions as the Basic Rental, and
                             Landlord shall have the same remedies for failure
                             to pay the same as for nonpayment of Basic Rental.

                                      b.    Operating and Building Expense
                                            ------------------------------
                             Escalator. Starting on September 1, 2000, Tenant
                             ---------
                             shall pay an amount equal to the excess ("Excess
                                                                       ------
                             Operating and Building Expense") of Tenant's
                             ------------------------------
                             Proportionate Share of the Operating and Building
                             Expenses for each calendar year or part thereof
                             during the Term, over the Operating and Building
                             Expenses for the year 1999. Until September 1,
                             2000, however, Tenant shall not be responsible for
                             Excess Operating and Building Expense. Landlord
                             will make a good faith estimate of the Excess
                             Operating and Building Expenses to be due by Tenant
                             for any calendar year or part thereof during the
                             Term, and, unless Landlord delivers to Tenant a
                             revision of the estimated Excess Operating and
                             Building Expenses, Tenant shall pay to Landlord, on
                             September 1, 2000 and on the first day of each
                             calendar month thereafter, an amount equal to the
                             estimated Excess Operating and Building Expenses
                             for such calendar year or part thereof divided by
                             the number of months in such calendar year during
                             the Term. From time to time during any calendar
                             year, Landlord may estimate and re-estimate the
                             Excess Operating and Building Expenses to be due by
                             Tenant for that calendar year and deliver a copy of
                             the estimate or re-estimate to Tenant. Thereafter,
                             the monthly installments of Excess Operating and
                             Building Expenses payable by Tenant shall be
                             appropriately adjusted in accordance with the
                             estimations so that, by the end of the calendar
                             year in question, Tenant shall have paid all of the
                             Excess Operating and Building Expenses as estimated
                             by Landlord. Any amounts paid based on such an
                             estimate shall be subject to adjustment pursuant to
                             Section 4e, when actual Operating and Building
                             Expenses are available for each calendar year.

                                      c.    Operating Expenses. For the purposes
                                            ------------------
                             of this Section 4, the term "Operating Expenses"
                                                          ------------------
                             shall mean all expenses and disbursements of every
                             kind (subject to the limitations set forth below)
                             which Landlord incurs, pays or becomes obligated to
                             pay in connection with the ownership, operation,
                             and maintenance of the Shopping Center (exclusive
                             of Building Expenses), determined in accordance
                             with generally accepted federal income tax basis
                             accounting principles consistently applied,
                             including but not limited to the following:

                                     (i)    Management fees as well as wages and
                                 salaries of all employees engaged in the
                                 operation, repair, replacement, maintenance,
                                 and security of the Shopping Center, including
                                 taxes, insurance and benefits relating thereto;

                                     (ii)   All tools, equipment, supplies and
                                 materials used in the operation, maintenance,
                                 repair, replacement, and security of the
                                 Shopping Center;

                                     (iii)  Annual cost of all capital
                                 improvements made to the Shopping Center --
                                 excluding interest except when the funds
                                 required for such improvements were borrowed by
                                 Landlord from a bank or financial institution
                                 -- which can reasonably be expected to reduce
                                 the normal operating costs of the Shopping
                                 Center, as well as all capital improvements
                                 made in order to comply with any law hereafter
                                 promulgated by any governmental authority
                                 relating to energy, conservation, public safety
                                 or security, as amortized over the useful
                                 economic life of such improvements as
                                 determined by Landlord in its reasonable
                                 discretion (without regard to the period over
                                 which such improvements may be depreciated or
                                 amortized for

                                       3
<PAGE>

                                 federal income tax purposes);

                                     (iv)   Cost of all utilities for the
                                 Shopping Center, including the cost of water,
                                 sewer and power for lighting those portions of
                                 the Shopping Center that are exterior to the
                                 Building, and other buildings in the Shopping
                                 Center,

                                     (v)    Cost of any insurance or insurance
                                 related expense applicable to the Shopping
                                 Center, including the Building, and the other
                                 buildings in the Shopping Center, and
                                 Landlord's personal property used in connection
                                 therewith, except increase in insurance cost
                                 solely caused by the activities of another
                                 occupant of the Shopping Center.

                                     (vi)   All taxes and assessments and
                                 governmental charges whether federal, state,
                                 county or municipal, and whether they be by
                                 taxing districts or authorities presently
                                 taxing or by others, subsequently created or
                                 otherwise, and any other taxes and assessments
                                 attributable to the Shopping Center, including
                                 the Building, and other buildings in the
                                 Shopping Center and the land comprising the
                                 Shopping Center (or the operation or leasing
                                 thereof), including, without limitation, any
                                 gross revenue tax, sales tax, value-added tax,
                                 or similar tax; excluding, however, Direct
                                 Taxes (as defined in Paragraph 4g. hereof),
                                 federal and state taxes on income
                                 (collectively, "Taxes"); if the present method
                                 of taxation charges so that in lieu of the
                                 whole or any part of any Taxes levied on the
                                 Shopping Center, there is levied on Landlord a
                                 capital tax directly on the rents received
                                 therefrom or a franchise tax, assessments, or
                                 charge based, in whole or in part, upon such
                                 rents for the Shopping Center, then all such
                                 taxes, assessments, or charges, or the part
                                 thereof so based, shall be deemed to be
                                 included within the term "Taxes" for the
                                 purposes hereof;

                                     (vii)  Cost of repairs, replacements, and
                                 general maintenance of the Shopping Center,
                                 exclusive of such of those costs which are
                                 attributable solely to the Building or the
                                 other buildings in the Shopping Center; and

                                     (viii) Cost of the service or maintenance
                                 contracts with independent contractors for the
                                 operation, maintenance, repair, replacement, or
                                 security of the Shopping Center (including
                                 without limitation, landscaping, trash removal,
                                 snow removal, and cleaning, striping and
                                 maintenance of parking areas), but exclusive of
                                 such of those costs which are attributable
                                 solely to the Building or the other buildings
                                 in the Shopping Center,

                             There are specifically excluded from the definition
                             of the term "Operating Expenses" costs (1) for
                             capital improvements made to the Shopping Center,
                             other than capital improvements described in
                             subparagraph (iii) above and except for items
                             which, though capital for accounting purposes, are
                             properly considered maintenance and repair items,
                             such as painting of common areas, replacement of
                             carpet in elevator lobbies, and the like; (2) for
                             repair, replacements and general maintenance paid
                             by proceeds of insurance or by Tenant or other
                             third parties, and alterations attributable solely
                             to tenants of the Shopping Center other than
                             Tenant; (3) for interest, amortization or other
                             payments on loans to Landlord; (4) for depreciation
                             of the Shopping Center; (5) for leasing
                             commissions; (6) for legal expenses other than
                             those incurred for the purpose of reducing
                             Operating Expenses (e.g., legal fees incurred in
                             contesting the assessment of Taxes); (7) for


                                       4
<PAGE>

                                 replacement, or security of the building
                                 (including, without limitation, alarm service,
                                 window cleaning, and elevator maintenance).

                             There are specifically excluded from the definition
                             of the term "Building Expenses" costs: (1) for
                             capital improvements made to the Building, other
                             than capital improvements described in subparagraph
                             (iii)above and except for items which, though
                             capital for accounting purposes, are properly
                             considered maintenance and repair items, such as
                             painting of common areas, replacement of carpet in
                             elevator lobbies, and the like; (2) for repair,
                             replacements and general maintenance paid by
                             proceeds of insurance or by Tenant or other third
                             parties, and alterations attributable solely to
                             tenants of the Building other than Tenant; (3) for
                             interest, amortization or other payments on loans
                             to Landlord; (4) for depreciation of the Building;
                             (5) for leasing commissions; (6) for legal expenses
                             other than those incurred for the purpose of
                             reducing Operating Expenses (e.g., legal fees
                             incurred in contesting the assessment of Taxes);
                             (7) for renovation or otherwise improving space for
                             occupants of the Building or vacant space in the
                             Building; (8) for correcting defects in the
                             construction of the Building; (9) for federal
                             income taxes imposed on or measured by the income
                             of Landlord from the operation of the Building;
                             (10) occasioned by the act, omission or violation
                             of any Law by Landlord or any other occupant of the
                             Building, or their respective agents, contractors;
                             (11) occasioned by condemnation, (12) to correct
                             any construction defect in the Building or to
                             comply with any law applicable to the Building on
                             the Commencement Date, (13) of any renovation,
                             improvement, painting or redecoration of any
                             portion of the Building not made available for
                             Tenant's use or benefit; (14) incurred in
                             connection with marketing or any occupant of the
                             Building (other then Tenant) of the terms and
                             conditions of any lease or other agreements; (15)
                             incurred in connection with the presence of any
                             Hazardous Material which may exist in the Building
                             on the Commencement Date except to the extent
                             caused by the release or emission of the Hazardous
                             Materials in question by Tenant and (16) executives
                             salaries.

                                     e.    Adjustment.  The annual cost
                             statement shall include a statement of Landlord's
                             actual Operating and Building Expenses for the
                             previous year adjusted as provided in Sections 4c
                             and 4d. If the annual cost statement reveals that
                             Tenant paid more for Operating and Building
                             Expenses than the actual Excess Operating and
                             Building Expenses in the year for which such
                             statement was prepared, then Landlord shall credit
                             against the next Operating and Building Expenses
                             payment due or reimburse Tenant for such excess;
                             likewise, if Tenant paid less than the actual
                             Excess Operating and Building Expenses, then Tenant
                             shall pay Landlord such deficiency within sixty
                             (60) days after delivery of such annual cost
                             statement. Within sixty (60) days after the receipt
                             of Landlord's annual cost statement, Tenant shall
                             have the right to request copies of a statement of
                             "Operating and Building Expenses of the Building"
                             prepared by the Landlord in accordance with a
                             method of accounting consistently applied from year
                             to year, which shall be supplied to the Tenant
                             within a reasonable time after Tenant's written
                             request, but no such request shall extend the time
                             for payment as set forth herein. Unless Tenant
                             asserts specific error(s) within thirty (30) days
                             after Landlord has complied with Tenant's request,
                             the statement submitted by Landlord shall be deemed
                             to be correct. Provided Tenant timely asserts such
                             specific errors, and is current in obligations to
                             Landlord for the payment of all sums due to
                             Landlord as Rent under this Lease, and has not
                             otherwise defaulted in its obligations to Landlord
                             under this Lease, Tenant shall have the right,
                             exercisable no more than once per Lease Year, to
                             cause Landlord's books

                                       6
<PAGE>

               and records showing Taxes and Operating Expenses for the prior
               Lease Year to be examined by a Certified Public Accountant,
               engaged by Tenant, upon no less than thirty (30) days prior
               written notice and during normal business hours at any time
               within one hundred and eighty (180) days following the expiration
               of the prior Lease Year. No such Certified Public Accountant may
               be engaged on a contingent fee basis. Such examination shall, at
               Landlord's option, occur at the offices of the Landlord's
               management agent, and shall not take more than thirty (30) days
               to complete. Any information obtained by Tenant from such
               examination will be treated as confidential unless and until such
               information has been publicly disclosed by Landlord; provided,
               however, that nothing herein contained shall limit or impair the
               right or obligation of Tenant to disclose such information when
               required to do so by law or to appropriate regulatory authorities
               having jurisdiction over its affairs, or to use the same in
               connection with the enforcement of the terms and conditions of
               the Lease. As a condition of such examination, Landlord may
               require any party reviewing or having access to Landlord's
               records to execute and deliver to Landlord a confidentiality
               agreement in a form reasonably satisfactory to Landlord. In the
               event that such examination reveals that Building or Operating
               Expenses have been overstated by five percent (5%) or more,
               Landlord shall afford a credit to Tenant against the next monthly
               payments of estimated Operating Costs due as contemplated by
               this Paragraph 4(e) for any overpayments previously made by
               Tenant; similarly, if such examination reveals that Operating or
               Building Expenses for any Lease Year have been understated,
               Tenant shall pay to Landlord, within thirty (30) days of
               completion of such examination, the amount by which Operating
               Expenses and/or Building Expenses have been understated.

                      f. Gross-Up. With respect to any calendar year or partial
                         --------
               calendar year in which the entire Rentable Area of the Building
               is not occupied, the Building Expenses for such period that vary
               with occupancy will, for the purposes hereof, be increased to the
               amount which would have been incurred had ninety-five percent
               (95%) of the Rentable Area of the Building been occupied, based
               on good faith estimates made by Landlord and the management
               company managing the Building.

                      g. Direct Taxes. At the same time and in the same manner
                         ------------
               as the payment of Basic Rental hereunder, Tenant shall pay any
               gross revenue tax, sales tax, excise tax, value-added tax,
               privilege tax, or similar tax imposed by any government or
               governmental agency upon Tenant or Landlord on account of the
               Lease or the payment of Rent hereunder ("Direct Taxes").
                                                        ------------

                      h. Survivability of Obligations. All obligations of Tenant
                         ----------------------------
               to pay Rent accrued prior to termination of this Lease shall
               survive such termination.

DELINQUENT         5. a. All Rent to be paid by Tenant to Landlord  shall be in
PAYMENT        lawful money of the United  States of America and shall be paid
CHARGES        without deduction or offset, prior notice or demand, at the
               address set forth in the Basic Lease Information, or at such
               other places as may be designated from time to time by Landlord.
               In the event a check is submitted by Tenant for payment, and is
               returned for insufficient funds, a $25 handling fee will be
               assessed by Landlord. If thereafter a second check is returned
               for insufficient funds, another handling fee in the amount of
               $50 will be assessed, and all future payments thereafter must be
               made in cash or by cashier's or certified check. In the event any
               Rent is not received within ten (10) days after its due date for
               any reason whatsoever, then in addition to the past due amount
               Tenant shall pay to Landlord one of the following

                                       7
<PAGE>

                             (the choice to be at the sole option of Landlord
                             unless one of the choices is improper under
                             applicable law, in which event the other
                             alternative will automatically be deemed to have
                             been selected): (a) a late charge in an amount
                             equal to five percent (5%) of the Rent then past
                             due, in order to compensate Landlord for its
                             administrative and other overhead expenses; and (b)
                             interest on the Rent then past due at a rate equal
                             to the lesser of (i) fifteen percent (15%) per
                             annum, or (ii) the maximum contractual rate which
                             could legally be charged in the event of a loan of
                             such Rent to Tenant, such interest to accrue
                             continuously on any unpaid balance due to Landlord
                             by Tenant during the period commencing with the
                             Rent due date and terminating with the date on
                             which Tenant makes full payment of all amounts
                             owing to Landlord at the time of said payment. Any
                             such late charge or interest payment shall be
                             payable as additional Rent under this Lease and
                             shall be payable immediately on demand. In no
                             event, however, shall the charges permitted under
                             this Section 5 or elsewhere in this Lease, to the
                             extent the same are considered to be interest under
                             applicable law, exceed the maximum lawful contract
                             rate of interest.

SECURITY                         6.     a. Contemporaneously with the execution
DEPOSIT                      of this Lease, the sum of one hundred thousand
                             Dollars ($100,000.00) shall be delivered to
                             Landlord as a Security Deposit (the "Security
                             Deposit") pursuant to this Lease shall be security
                             for the payment and performance by Tenant of all
                             Tenant's obligations, covenants, conditions and
                             agreements under this Lease. Such sum shall be
                             either in cash, or in a letter of credit ("Letter
                             of Credit"). Upon the expiration of the Term
                             hereof, or any extension or renewal thereof,
                             Landlord shall, if Tenant is not in default, return
                             such Security Deposit to Tenant, less portion
                             thereof as Landlord shall have appropriated to make
                             good any default by Tenant with respect to Tenant's
                             obligations within ninety (90) days of such
                             expiration. If Tenant makes any default during the
                             term of this Lease, Landlord shall have the right,
                             but not the obligation, to apply all or any portion
                             of the Security Deposit to remedy such default, in
                             which event Tenant shall promptly deposit with
                             Landlord the amount necessary to restore the
                             Security Deposit to its original amount. The
                             Security Deposit shall not be deemed liquidated
                             damages, and Landlord application of said Security
                             Deposit to reduce its damages shall not preclude
                             recovery from Tenant of any additional damages
                             incurred by Landlord. If the Landlord sells or
                             transfers its interest in the Building, Landlord
                             shall transfer the Security Deposit, and the
                             Landlord shall be released from all liability to
                             Tenant for the return of such Security Deposit.

                                 b. Landlord agrees to accept a Letter of Credit
                             as and for the Security Deposit, provided that such
                             Letter of Credit shall be (i) unconditional; (ii)
                             irrevocable; (iii) issued by a financial
                             institution approved by Landlord in Landlord's
                             discretion, which financial institution must be a
                             member bank of the Federal Reserve; (iv) in a form
                             permitting partial and multiple drawings; (v) for
                             either multiple terms of at least one (1) year in
                             each duration, which are automatically renewed
                             unless notice is given to Landlord at least sixty
                             (60) days prior to the expiration thereof,
                             extending until the date which is ninety (90) days
                             after the expiration of the Lease Term, as such
                             Lease Term may be extended pursuant to the
                             provisions of the Lease, or at Tenant's option for
                             a single term extending until the date which is
                             ninety (90) days after the expiration of the Lease
                             Term, as such Lease Term may be extended pursuant
                             to the provisions of the Lease and (vi) be in a
                             form and substance acceptable to the Landlord, in
                             its sole discretion, substantially in conformity
                             with the provisions of Exhibit C hereto. If a
                             partial drawing occurs under the Letter of Credit,
                             the Tenant shall, upon demand but not more than
                             five (5) days after such partial drawing, cause the
                             financial institution to reissue the Letter of

                                       8
<PAGE>

               Credit in the amount then currently required under the terms of
               this Lease. Notwithstanding the foregoing, the Landlord shall be
               entitled to draw down the entire amount of the Letter of Credit,
               without any notice, at any time on or after the earlier of (i)
               the Occurrence of an Event of Default by Tenant under the Lease;
               or (ii) at any time after the sixtieth (60th) day preceding the
               expiration date of the Letter of Credit in the event that the
               issuer of the Letter of Credit gives notice to Landlord that it
               will not renew the Letter of Credit as contemplated hereby.

LANDLORD'S         7. a. Services. Provided no Event of Default exists, Landlord
OBLIGATION               --------
               shall use reasonable efforts to furnish to Tenant (i) water (hot
               and cold) at those points of supply provided for general use of
               tenants of the Building; (ii) heated and refrigerated air
               conditioning as appropriate, at such temperatures and in such
               amounts as are reasonably considered by Landlord to be standard;
               (iii) replacement of Building standard light bulbs and
               fluorescent tubes, provided that Landlord's standard charge for
               such bulbs and tubes replaced in the Premises shall be paid by
               Tenant; and (iv) electrical current during normal business hours.

                      b. Utility charges. Landlord shall install submeters to
                         ---------------
               enable Tenant to run the air conditioning units of the Premises
               and to use electrical current at such hours as Tenant may select
               at its own cost. Landlord shall notify Tenant monthly of such
               utility charges and Tenant shall pay to Landlord the cost of such
               service within ten (10) days after Landlord has delivered to
               Tenant an invoice therefor.

                      e. Discontinuance. Landlord's obligation to furnish
                         --------------
               utility services under Section 7a. shall be subject to the rules
               and regulations of the supplier of such services and
               governmental rules and regulations. Landlord may, upon not less
               than 30-days' prior written notice to Tenant, discontinue any
               such service to the Premises, provided Landlord first arranges
               for a direct connection thereof through the supplier of such
               service. Tenant shall, however, be responsible for contracting
               with the supplier of such service and for paying all deposits
               for, and costs relating to, such service.

                      d. Restoration of Services; Abatement. Landlord shall use
                         ----------------------------------
               reasonable efforts to restore any service that becomes
               unavailable; however, such unavailability shall not render
               Landlord liable for any damages caused thereby, be a constructive
               eviction of Tenant, constitute a breach of any implied warranty,
               or entitle Tenant to any abatement of Tenant's obligations
               hereunder, including but not limited to Tenant's obligation to
               pay Rent.

IMPROVEMENTS;      8. a. Improvements; Alterations. Except as otherwise
ALTERATIONS;             -------------------------
REPAIRS;       specified in this Lease or in any Exhibit hereto, improvements
MAINTENANCE    to the Premises as well as installation of sinage and satellite
               dish provided for in Sections 23u and 23v below, shall be
               installed at the expense of Tenant only in accordance with
               plans and specifications which have been previously submitted
               to and approved in writing by Landlord, After the initial Tenant
               improvements are made (if any), no alterations or physical
               additions in or to the Premises may be made without Landlord's
               prior written consent. Tenant shall not paint or install
               lighting or decorations, signs, window or door lettering, or
               advertising media of any type on or about the Premises without
               the prior written consent of Landlord. All alterations,
               additions, or improvements (whether temporary or permanent in
               character, and including without limitation all air conditioning
               equipment and all other equipment that is in any manner connected
               to the Building's plumbing system) made in or upon the Premises,
               either by Landlord or


                                       9
<PAGE>

               Tenant, except the initial Tenant Improvement paid for by
               Landlord, shall at Landlord's option, either be removed by
               Tenant, shall become Landlord's property at the end of the Term
               and shall remain on the Premises without compensation to Tenant;
               provided, however, that if tenant is not then in default
               hereunder and Tenant repairs any damage caused by such removal,
               Tenant may remove its trade fixtures at the end of the Term.
               Approval by Landlord of any of Tenant's drawings and plans and
               specifications prepared in connection with any improvements,
               alterations or additions in the Premises as well as signage and
               satellite dish shall not constitute a representation or warranty
               of Landlord as to the adequacy or sufficiency of such drawings,
               plans and specifications, or the improvements to which they
               relate, for any use, purpose, or condition, but such approval
               shall merely be the consent of Landlord as required hereunder.
               Notwithstanding the above provision, Landlord shall, at Tenant's
               written request, notify Tenant at time of alteration if
               alteration will have to be removed upon termination of Lease.

                    b. Repairs: Maintenance. Tenant shall maintain the Premises
                       --------------------
               in a clean, safe, operable, attractive condition, and shall not
               permit or allow to remain any waste or damage to any portion of
               the Premises. Landlord shall, at its own expense (but subject to
               Landlord's right to reimbursement for maintenance expenses
               constituting Operating Expenses), maintain the exterior walls and
               the structure, electrical, plumbing and mechanical systems of the
               Building provided that Tenant shall repair or replace, subject to
               Landlord's direction and supervision, any damage to the Building
               or any of its systems caused by Tenant or Tenant's agents,
               contractors, or invitees. If Tenant fails to make such repairs or
               replacements within fifteen (15) days after the occurrence of
               such damage, then Landlord may make the same at Tenant's cost,
               which cost shall include an additional fee equal to 15% of the
               cost for Landlord's overhead expense, and shall be payable to
               Landlord within ten (10) days after Landlord has delivered to
               Tenant an invoice therefor.

                    c. Performance of Work. All work described in this Section 8
                       -------------------
               shall be performed only by Landlord or by contractors and
               subcontractors approved in writing by Landlord. With respect to
               the initial Tenant Improvements, however, Tenant shall have the
               right to select the general contractor from at least (3) bids
               submitted by general contractors whose qualification have been
               reasonably approved by the Landlord. Tenant shall cause all
               contractors and subcontractors to procure and maintain insurance
               coverage against such risks, in such amounts, and with such
               companies as Landlord may reasonably require, and to procure
               payment and performance bonds reasonably satisfactory to Landlord
               covering the cost of the work. All such work shall be performed
               in accordance with all legal requirements and in a good and
               workmanlike manner so as not to damage the Premises, the primary
               structure or structural qualities of the Building, or plumbing,
               electrical lines, or other utility transmission facility.

                    d. Mechanic's Liens. Tenant shall not permit any mechanic's
                       ----------------
               liens to be filed against the Premises or the Building for any
               work performed, materials furnished, or obligation incurred by or
               at the request of Tenant. If such a lien is filed, then `Tenant
               shall, within ten (10) days after Landlord has delivered notice
               of the filing to Tenant, either pay the amount of the lien or
               diligently contest such lien and deliver to Landlord a bond or
               other security reasonably satisfactory to Landlord. If Tenant
               elects to contest such lien and if a statutory proceeding exists
               for the release of the lien by the posing of a bond, Tenant shall
               immediately proceed to obtain a release of said lien in
               accordance with much statute. If


                                      10
<PAGE>

          permitted by Tenant and regardless of who shall have brought such
          Hazardous Materials thereon. If Tenant permits any Hazardous Material
          to be brought upon, kept or used in or about the Premises or Building
          or Appurtenant Facilities or the Land, then Tenant shall take all
          steps reasonably necessary to safeguard against their discharge and
          Tenant shall indemnify, (defend and hold Landlord harmless from any
          and all claims, judgments, damages, penalties, fines, costs,
          liabilities or losses, including but not limited to, diminution in
          value of the Premises or Building or Appurtenant Facilities or the
          Land, damages for loss or restriction on use of rentable or usable
          space or of any amenity in the Premises or Building or Appurtenant
          Facilities or the Land, damages arising from any adverse impact on
          marketing of the Premises or Building or Appurtenant Facilities or the
          Land, and sums paid in settlement of claims, attorneys' fees,
          consulting fees and expert fees, which arise during or after the Term
          as a result of such contamination. This indemnification of Landlord by
          Tenant includes but is not limited to costs incurred in connection
          with any investigation of sight conditions or clean-up, remedial
          removal or restoration work required by any federal, state or local
          government agency or political subdivision because of Hazardous
          Material present in the Premises or Building or Appurtenant Facilities
          or the Land or the soil or ground water on which the Building is
          located. Without limiting the foregoing, if the presence of any
          Hazardous Material on the Premises or Building or Appurtenant
          Facilities or the Land caused or permitted by Tenant results in any
          contamination of the Premises or Building or Appurtenant Facilities or
          the Land, Tenant shall, upon request by Landlord, promptly take all
          actions at its sole expense that are necessary to return the Premises
          or Building or Appurtenant Facilities or the Land to the condition
          existing prior to the introduction or exposure of any Hazardous
          Material in the Premises or Building or Appurtenant Facilities or the
          Land. The indemnity provision set forth in this Section 9b. shall
          survive termination or expiration of this Lease. To the best knowledge
          of Landlord, (a) no Hazardous Material is present in the Premises or
          in the Building or the soil, surface water or groundwater thereof, (b)
          no underground storage tanks are present at the Building, and (c) no
          action, proceeding or claim is pending or threatened regarding the
          Building concerning any Hazardous Material or pursuant to any
          environmental Law.

ASSIGN-        10. a. Assignment or Sublease. Tenant shall not voluntarily or
MENT AND              -----------------------
SUBLET-   by operation of law assign, transfer, mortgage, sublet, or otherwise
TING      transfer or encumber all or any part of Tenant's interest in this
          Lease or in the Premises without Landlord's prior written consent,
          such consent shall not be unreasonably withheld, delayed or
          conditioned. Notwithstanding the provisions hereof, Tenant may assign
          or sublet the premises, or any portion thereof, without Landlord's
          consent, to any corporation which controls, is controlled by or is
          under common control with Tenant, or to any person or entity which
          acquires all the assets of Tenant as a going concern of the business
          that is being conducted on the premises, provided that said assignee
          assumes, in full, the obligations of Tenant under this Lease.
          assignment

                   b. Consent. The consent by Landlord to a particular
                      -------
          assignment or sublease shall not be deemed a consent to any other
          assignment or sublease. If Landlord consents to a proposed assignment
          or sublease, then the proposed transferee shall deliver to Landlord a
          written agreement whereby it expressly assumes the Tenant's
          obligations hereunder; however, any tranferee of less than all of the
          space in the Premises shall be liable only for obligations under this
          Lease that are properly allocable to the space subject to the
          assignment or sublease, and only to the extent of the rent it has
          agreed to pay Tenant therefor.


                                      12

<PAGE>

          Tenant fails either to timely pay the lien amount or diligently
          contest such lien and deliver the required bond or security, then
          Landlord may pay the lien claim without inquiry as to the validity
          thereof, and any amounts so paid, including expenses and interest,
          shall be paid by Tenant to Landlord within ten (10) days after
          Landlord has delivered to Tenant an invoice therefor. Tenant shall
          indemnify and hold Landlord harmless from all costs and attorney fees
          incurred by Landlord as the result of the assertion of any such lien
          claim. Nothing contained in this Lease will be deemed the consent or
          agreement of Landlord, nor shall Tenant be deemed to have any
          authority, to subject Landlord's interest in the Premises or the
          Building to the imposition of any lien, or otherwise to liability,
          under any mechanics' or other lien law.

                    e. Landford's Warranty. Landlord warrants and represents
                       -------------------
          that, as of the Commencement Date, (i) the Building, except for the
          Tenant Improvements and the demised premises and premises occupied by
          other tenants, complies with all Laws and is in a good operating
          condition and repair and (ii) the roof of the Building is in good
          condition and water tight. Landlord, within a reasonable time after
          receipt of notice from Tenant, will remedy any non-compliance with
          such warranty at Landlord's sole cost and expense.

USE

                 9. a. Permitted Use/Compliance with Laws. Tenant shall
                       ----------------------------------
          continuously occupy and use the Premises only for the Permitted Use
          and shall comply with laws, orders, rules, and regulations relating to
          the use, condition, and occupancy of the Premises. Tenant shall comply
          with any direction of any governmental authority having jurisdiction
          over the Premises, which shall by reason of the nature of Tenant's use
          or occupancy of the Premises, impose any duty upon Tenant or Landlord
          with respect to the Premises or the occupancy thereof. Tenant shall
          not do or permit anything to be done which would invalidate or
          increase the cost of any fire, extended coverage, or any other
          insurance policy covering the Building. Notwithstanding the foregoing
          and without limiting the remedies of Landlord for a violation of the
          provisions of this Section 9a,, Tenant shall promptly, upon demand
          reimburse Landlord for the full amount of any additional premium
          charged for such policy by reason of Tenant's failure to comply with
          the provisions of this Section 9a. Tenant shall not in any way
          obstruct or interfere with the rights or other tenants or occupants of
          the Building, or use or allow the Premises to be used for any
          improper, immoral or objectionable purpose nor shall Tenant cause,
          maintain or permit any nuisance in, on or about the Premises.


                    b. Hazardous Materials. The Premises shall not be used for
                       -------------------
          any use which is disreputable or creates extraordinary fire hazards or
          results in an increased rate of insurance on the Building or its
          contents or the storage of any Hazardous Materials (as defined below).
          Without limiting the foregoing, Tenant shall not cause or permit any
          Hazardous Material to be brought upon, kept or used in or about the
          Premises or Building or Appurtenant Facilities or the Land by Tenant,
          its employees, agents, contractors or invitees. As used herein, the
          term "Hazardous Material" shall mean any hazardous or toxic substance,
                ------------------
          material or waste, including but not limited to, those substances,
          materials and wastes now or hereafter listed in the United States
          Department of Transportation Hazardous Materials Table or by the
          Environment Protection Agency as hazardous substances, or such
          substances, materials and wastes that are to become regulated under
          any applicable federal, state or local law. Tenant expressly covenants
          that Tenant will advise Landlord immediately upon learning that any
          Hazardous Materials has been brought upon the Premises or Building or
          Appurtenant Facilities or the Land, whether or not caused or


                                      11
<PAGE>

                                     c.     Additional Compensation. Tenant
                                            -----------------------
                             shall pay Landlord, immediately upon receipt
                             thereof; fifty percent (50%) of all compensation
                             received by Tenant for an assignment or sublease
                             that exceeds the Rent allocable to the portion of
                             the Premises covered thereby.

                                     d.     Continued Liability. Tenant shall,
                                            -------------------
                             despite any permitted assignment or sublease,
                             remain directly and primarily liable for the
                             performance of all of the covenants, duties, and
                             obligations of Tenant hereunder, and Landlord shall
                             be permitted to enforce the provisions of this
                             Lease against Tenant or any assignee or sublessee
                             without demand upon or proceeding in any way
                             against any other person.

                                     e.     Transfer of Controlling Interest. If
                                            --------------------------------
                             Tenant is not a public company that is registered
                             on a national stock exchange or that is required to
                             register its stock with the Securities and Exchange
                             Commission under Section 12(g) of the Securities
                             and Exchange Act of 1934, then any change in a
                             majority of the voting rights or other controlling
                             rights or interests of Tenant shall be deemed an
                             assignment for the purposes hereof.

                                     f.     Landlord's Right to Recapture the
                                            ---------------------------------
                             Premises. If Tenant proposes to assign this Lease
                             --------
                             other than under the provisions of the second
                             sentence of paragraph lO.a above, Landlord may, at
                             its option, upon written notice to Tenant given
                             within thirty (30) days after its receipt of
                             Tenant's notice of proposed assignment, together
                             with all other necessary information, elect to
                             recapture the Premises and terminate this Lease.

                                     g.     Costs and Expenses. Tenant shall
                                            ------------------
                             reimburse Landlord, within thirty (30) days of
                             demand therefor, up to five hundred Dollars
                             ($500.00), for all costs and expenses, including
                             attorneys fees, incurred by Landlord in connection
                             with any request by Tenant to assign this Lease, or
                             sublet all or any portion of the Premises, whether
                             or not the consent of the Landlord is required, or
                             given.

INSURANCE;                     11.   a.     Insurance. Tenant shall at its
WAIVERS;                                    ---------
SUBROGATION;                 expense procure and maintain throughout the Term
INDEMNITY                    the following insurance policies: (i)
other                        comprehensive general liability insurance in
                             amounts of not less than a combined single limit of
                             Two Million Dollars ($2,000,000.00) or such amounts
                             as Landlord may from time to time reasonably
                             require, insuring Tenant, Landlord, and Landlord's
                             agents against all liability for injury to or death
                             of a person or persons or damage to property
                             arising from the use and occupancy of the Premises,
                             Building, Appurtenant Facilities or Land, (ii)
                             contractual liability insurance coverage sufficient
                             to cover Tenant's indemnity obligations hereunder,
                             (iii) if Tenant operates owned, leased, hired or
                             non-owned vehicles on the Premises, comprehensive
                             automobile liability insurance at a limit of
                             liability not less than One Million Dollars
                             ($1,000,000.00) combined bodily injury and property
                             damages, (iv) insurance covering the full value of
                             Tenant's property and improvements, and other
                             property (including property of others), in the
                             Premises, and (v) business interruption insurance.
                             Tenant's insurance shall provide primary coverage
                             to Landlord when any policy issued to Landlord
                             provides duplicate or similar coverage, and in such
                             circumstance Landlord's policy will be excess over
                             Tenant's policy. Tenant shall furnish certificates
                             of such insurance and such other evidence
                             satisfactory to landlord of the maintenance of all
                             insurance coverage required hereunder, and Tenant
                             shall obtain a written obligation on the part of
                             each insurance company to notify Landlord at least
                             30 days before cancellation or a material change of
                             any such insurance. All such insurance policies
                             shall be in form, and issued by companies,
                             satisfactory to Landlord. Tenant may carry such
                             insurance

                                      13
<PAGE>

                             under a blanket policy, provided such insurance has
                             a landlord's protective liability endorsement
                             attached thereto. If Tenant fails to procure and
                             maintain said insurance, Landlord may, but shall
                             not be required to, procure and maintain same, but
                             at the expense of Tenant. No policy shall be
                             cancelable or subject to reduction of coverage
                             except after thirty (30) days prior written notice
                             to Landlord. Landlord shall, subject to Landlord's
                             right to reimbursement for expenses constituting
                             Operating Expenses, maintain insurance on the
                             Building equal to its full replacement value.

                                     b.     Waiver: No Subrogation. Landlord
                                            ----------------------
                             shall not be liable to Tenant or those claiming by,
                             through, or under Tenant for any injury to or death
                             of any person or persons or the damage to or theft,
                             destruction, loss, or loss of use of any property
                             (a "Loss") caused by casualty, theft, fire, or
                                 ----
                             third parties, or by any other matter beyond the
                             reasonable control of Landlord, or for any injury
                             or damage to persons or property or inconvenience
                             which may arise through repair or alteration of any
                             part of the Building, or failure to make repairs,
                             or from any other cause, except if such Loss is
                             caused by Landlord's gross negligence or willful
                             misconduct and Landlord shall indemnify Tenant
                             against and hold Tenant harmless from any such
                             loss, in which event Landlord shall be liable only
                             for direct damages and not for any incidental or
                             consequential damages. Notwithstanding the above,
                             Tenant waives any claim it might have against
                             Landlord for any injury or damage to or theft,
                             destruction, loss, or loss of use of any property,
                             to the extent the same is insured against under any
                             insurance policy that covers the Building, the
                             Premises, Landlord's or Tenant's fixtures, personal
                             property, leasehold improvements, or business, or
                             is required to be insured against under the terms
                             hereof, regardless of whether the negligence or
                             fault of the other party caused such loss. Tenant
                             shall cause its insurance carrier to endorse all
                             applicable policies waiving the carrier's rights of
                             recovery under subrogation or otherwise against the
                             Landlord.

                                     c.     Indemnity. Subject to Section llb.,
                                            ---------
                             Tenant shall defend, indemnify, and hold harmless
                             Landlord and its agents from and against all
                             claims, demands, liabilities, causes of action,
                             suits, judgments, and expenses (including
                             attorneys' fees) for any Loss arising from any
                             occurrence on the Premises, Building, Appurtenant
                             Facilities or Land, or from Tenant's failure to
                             perform its obligations under this Lease (other
                             than a Loss directly and mainly arising from the
                             sole or gross negligence or willful misconduct of
                             Landlord or its agents), even though caused or
                             alleged to be caused by the joint, comparative, or
                             concurrent negligence or fault of Landlord or its
                             agents, and even though any such claim, cause of
                             action, or suit is based upon or alleged to be
                             based upon the strict liability of Landlord or its
                             agents. This indemnity provision is intended to
                             indemnify Landlord and its agents against the
                             consequences of their own negligence or fault as
                             provided above when Landlord or its agents are
                             jointly, comparatively, or concurrently negligent
                             with Tenant. This indemnity provision shall survive
                             termination or expiration of this Lease.

SUBORDINATION                  12.   a.     Subordination. This Lease shall be
ATTORNMENT; NOTICE TO                       -------------
LANDLORD'S                   and is hereby made subordinate to any deed of
MORTGAGEE                    trust, mortgage, or other security instrument (a
                             "Mortgage"), or any ground lease, master lease,
                              --------
                             or primary lease (a "Primary Lease"), that now or
                                                  -------------
                             hereafter covers all or any part of the Premises
                             (the mortgagee under any Mortgage or the lessor
                             under any Primary Lease is referred to herein as
                             "Landlord's Mortgagee").
                              --------------------

                                     b.     Attornment. Tenant shall attorn to
                                            ----------
                             any party succeeding to Landlord's interest in the
                             Premises, whether by purchase, foreclosure, deed in
                             lieu of foreclosure, power of sale, termination of
                             lease,

                                      14
<PAGE>

                             or otherwise, upon such party's request, and shall
                             execute such agreements confirming such attornment
                             as such party may reasonably request provided that
                             in such agreement the succeeding party agrees not
                             to disturb Tenant's right to possession of the
                             Premises so long as Tenant is not in default
                             hereunder. ln the event of such request and upon
                             Tenant's attornment as aforesaid, Tenant will
                             automatically become the tenant of the successor to
                             Landlord's interest without change in the terms or
                             provisions of this Lease; provided, however, that
                             such successor to Landlord's interest shall not be
                             bound by (a) any payment of Rent for more than one
                             month in advance (except prepayments for security
                             deposits, if any), (b) any amendments or
                             modifications of this Lease made without the prior
                             written consent of Landlord's Mortgagee if Tenant
                             was advised on the interest of the same, or (c) any
                             credits, offsets, defenses or claims which Tenant
                             may have against Landlord.

                                     c.     Notice to Landlord's Mortgagee.
                                            ------------------------------
                             Tenant shall not seek to enforce any remedy it may
                             have for any default on the part of the Landlord
                             without first giving written notice by certified
                             mail, return receipt required, specifying the
                             default in reasonable detail, to any Landlord's
                             Mortgagee whose address has been given to Tenant,
                             and affording such Landlord's Mortgagee a
                             reasonable opportunity to perform Landlord's
                             obligations hereunder.

                                     d.     Certificates Requested by Landlord's
                                            ------------------------------------
                             Mortgagee. From time to time, Tenant shall furnish
                             ---------
                             to any Landlord's Mortgagee, within ten (10) days
                             after a request therefor, such estoppel
                             certificates, non-disturbance and attornment
                             agreements, or other certificates as Landlord's
                             Mortgagee may reasonably request.

RULES AND                      13.   Tenant shall comply with the rules and
REGULATIONS                  regulations of the Building which are attached
                             hereto as Exhibit B. Landlord may, from time to
                             time, change such rules and regulations for the
                             safety, care, or cleanliness of the Building and
                             related facilities, provided that such changes will
                             not unreasonably interfere with Tenant's use of the
                             Premises. Tenant shall be responsible for the
                             compliance with such rules and regulations by its
                             employees, agents, and invitees. Landlord shall not
                             be responsible to Tenant for the failure or refusal
                             by any tenant or other person in the Building or
                             Appurtenant Facilities to comply with the rules and
                             regulations established by Landlord.

CONDEMNATION                   14.   If all or any part of the Premises or the
                             Building is taken by right of eminent domain or
                             conveyed in lieu thereof (a "Taking"), Landlord may
                                                          ------
                             elect to terminate this Lease or to continue this
                             Lease in effect. If Landlord elects to terminate
                             this Lease, Rent shall be apportioned as of the
                             date of such Taking. If Landlord elects to continue
                             the Lease, the Basic Rental and Excess Operating
                             Expense shall be abated on a reasonable basis as to
                             that portion of the Premises rendered untenable by
                             the Taking, and Landlord shall repair any damage to
                             the Premises or the Building resulting from such
                             Taking. All sums awarded or agreed upon between
                             Landlord and the condemning authority for the
                             taking of the interest of Landlord or Tenant,
                             whether as damages or as compensation, shall be the
                             property of Landlord.

FIRE OR OTHER                  15.   a.     Repair Estimate. If the Premises
CASUALTY                                    ---------------
                             or the Building are damaged by fire or other
                             casualty (a "Casualty"), Landlord shall, within
                                          --------
                             sixty (60) days after such Casualty, deliver to
                             Tenant a good faith estimate (the "Damage Notice")
                                                                -------------
                             of the time needed to repair the damage caused by
                             such Casualty.

                                      15
<PAGE>

                                     b.     Landlord's and Tenant's Rights. If a
                                            ------------------------------
                             material portion of the Premises or the Building is
                             damaged by Casualty such that Tenant is prevented
                             from conducting its business in the Premises in a
                             manner reasonably comparable to that conducted
                             immediately before such Casualty and Landlord
                             estimates that the damage caused thereby cannot be
                             repaired within one hundred eighty (180) days
                             after the commencement of repair, then Tenant may
                             terminate this Lease by delivering written notice
                             to Landlord of its election to terminate within
                             thirty (30) days after the Damage Notice has been
                             delivered to Tenant. If Tenant does not terminate
                             this Lease, then (subject to Landlord's rights
                             under Section 15c.) Landlord shall repair the
                             Building or the Premises, as the case may be, as
                             provided below, and Basic Rental and Excess
                             Operating Expense for the portion of the Premises
                             rendered untenable by the damage shall be abated on
                             a reasonable basis from the date of damage until
                             the completion of the repair, unless Tenant caused
                             such damage, in which case, Tenant shall continue
                             to pay Rent without abatement.

                                     c.     Landlord's Rights. If a Casualty
                                            -----------------
                             damages a material portion of the Building, and
                             Landlord makes a good faith determination that
                             restoring the Premises would be uneconomical, or if
                             Landlord is required to pay any insurance proceeds
                             arising out of the Casualty to Landlord's
                             Mortgagee, then Landlord may terminate this Lease
                             by giving written notice of its election to
                             terminate within thirty (30) days after the Damage
                             Notice has been delivered to Tenant, and Basic
                             Rental and Excess Operating Expense hereunder shall
                             be abated as of the date of the Casualty.

                                     d.     Repair Obligation. If neither party
                                            -----------------
                             elects to terminate this Lease following a
                             Casualty, then Landlord shall, within a reasonable
                             time after such Casualty, commence to repair the
                             Building and the Premises and shall proceed with
                             reasonable diligence to restore the Building and
                             Premises to substantially the same condition as
                             they existed immediately before such Casualty;
                             however, Landlord shall not be required to repair
                             or replace any part of the furniture, equipment,
                             fixtures, and other improvements which may have
                             been placed by, or at the request of, Tenant or
                             other occupants in the Building or the Premises,
                             and Landlord's obligation to repair or restore the
                             Building or Premises shall be limited to the extent
                             of the insurance proceeds actually received by
                             Landlord for the Casualty in question.

TAXES                          16.   Tenant shall be liable for all taxes levied
                             or assessed against the property, furniture, or
                             fixtures, on above Building standard tenant
                             improvements, placed by Tenant in the Premises and
                             all taxes relating to the operation of Tenant's
                             business in the Premises including, without
                             limitation, all withholding taxes and sales and use
                             taxes. If any taxes for which Tenant is liable are
                             levied or assessed against Landlord or Landlord's
                             property and Landlord elects to pay the same, or if
                             the assessed value of Landlord's property is
                             increased by inclusion of such personal property,
                             furniture or fixtures, or above Building standard
                             tenant improvements, and Landlord elects to pay the
                             taxes based on such increase, then Tenant shall pay
                             to Landlord, upon demand, that part of such taxes
                             for which Tenant is primarily liable hereunder.

EVENTS OF                      l7.   Each of the following occurrences shall
DEFAULT                      constitute an ("Event of Default"):
                                             ----------------

                                     a.     Tenant's failure to pay Rent from
                             Tenant to Landlord under the Lease when due,
                             provided that Landlord shall not exercise any
                             remedies with respect to such Event of Default
                             unless the same remains uncured for a period of
                             five (5) days after Landlord has

                                      16
<PAGE>

               issued written notice thereof, provided further, however, that
               Landlord may exercise any such remedies without any obligation of
               Landlord to issue any notice if Landlord has issued Tenant
               written notice under Section l7a. on more than two (2) occasions
               during the 12-month interval preceding such failure by Tenant.

                      b. Tenant's failure to perform, comply with, or observe
               any other agreement or obligation of Tenant under this Lease;
               provided that Landlord shall not exercise any remedies with
               respect to such Event of Default unless the same remains uncured
               for a period of fifteen (15) days after Landlord delivers to
               Tenant written notice thereof;

                      c. The filing of a petition by or against Tenant (the term
               "Tenant" shall include, for the purpose of this Section l7c, any
               guarantor of the Tenant's obligations hereunder) (i) in any
               bankruptcy or other insolvency proceeding; (ii) seeking any
               relief under any state or federal debtor relief law; (iii) for
               the appointment of a liquidator or receiver for all or
               substantially all of Tenant's property or for Tenant's interest
               in this Lease; or (iv) for the reorganization or modification of
               Tenant's capital structure; provided, however, if such petition
               is filed against Tenant, then such filing shall not be an Event
               of Default unless Tenant fails to have the proceedings initiated
               by such petition dismissed within sixty (60) days after the
               filing thereof; and provided further, however, that an event
               described in this Section 17c. shall not constitute an Event of
               Default if applicable law provides that such event cannot be the
               basis of a default hereunder;

                      d. Tenant shall vacate or abandon any portion of the
               Premises.

                      e. The admission by Tenant that it cannot meet its
               obligations as they become due or the making by Tenant of an
               assignment for the benefit of its creditors; or

                      f. Any representation or warranty made by Tenant, or made
               by any guarantor of Tenant's obligations hereunder, was
               materially false or inaccurate when made.

                      g. If Tenant vacates Demised Premises and attempts to
               sublease while paying rent, such occurrence will not be an Event
               of Default.

REMEDIES           18. Upon any Event of Default, Landlord may, in addition to
               all other rights and remedies afforded Landlord hereunder or by
               law or equity, take any of the following actions:

                      a. Terminate this Lease by giving Tenant written notice
               thereof, in which event, Tenant shall pay to Landlord the sum of
               (i) all Rent accrued hereunder through the date of termination,
               (ii) all amounts due under Section 19a, and (iii) an amount equal
               to (A) the total Rent that Tenant would have been required to pay
               for the remainder of the Term discounted to present value at a
               per annum rate equal to the "Prime Rate" as published on the date
               this Lease is terminated by the Wall Street Journal in its
                                               -------------------
               listing of "Money Rates", minus (B) the then present value of the
               amount of such total Rent that Tenant proves could have been
               reasonably avoided, similarly discounted, but in no event shall
               the amount determined pursuant to this item (iii) operate to
               reduce the sum of item (i) and (ii) above; or,

                      b. Terminate Tenant's right to possession of the



                                      17
<PAGE>

                             Premises without terminating this Lease by giving
                             notice thereof to Tenant, in which event Tenant
                             shall pay to Landlord (i) all Rent and other
                             amounts accrued hereunder to the date of
                             termination of possession, (ii) all amounts due
                             from time to time under Section 19a., and (iii) all
                             Rent and other sums required hereunder to be paid
                             by Tenant during the remainder of the Term,
                             diminished by any net sums thereafter received by
                             Landlord through reletting the Premises during such
                             period. Landlord shall not be liable for, nor shall
                             Tenant's obligations hereunder be diminished
                             because of, Landlord's failure to relet the
                             Premises or to collect rent due for such reletting.
                             Tenant shall not be entitled to the excess of any
                             consideration obtained by reletting over the Rent
                             due hereunder. Reentry by Landlord in the Premises
                             shall not affect Tenant's obligations hereunder for
                             the unexpired Term; rather, Landlord may, from time
                             to time, bring action against Tenant to collect
                             amounts due by Tenant, without the necessity of
                             Landlord's waiting until the expiration of the
                             Term. Unless Landlord delivers written notice to
                             Tenant expressly stating that it has elected to
                             terminate this Lease, all actions taken by Landlord
                             to exclude or dispossess Tenant of the Premises
                             shall be deemed to be taken under this Section l8b.
                             If Landlord elects to proceed under this
                             Section 18b., it may at any time elect to terminate
                             this Lease under Section 18a.

                                     c.     Additionally, Landlord may, without
                             notice, enter upon the Premises and alter locks or
                             other security devices at the Premises to deprive
                             Tenant, its officers, employees, agents, invitees,
                             licensees and all other occupants, of access
                             thereto, and Landlord shall not be required to
                             provide a new key or right of access to Tenant.

PAYMENT BY                     l9. a. Payment by Tenant. Upon any Event of
TENANT; NON-                          -----------------
WAIVER                       Default, Tenant shall pay to Landlord all
                             reasonable costs incurred by Landlord (including
                             court costs at all trial and appellate levels and
                             attorney's fees and expenses, regardless of whether
                             suit is filed) in (i) obtaining possession of the
                             Premises, (ii) removing and storing Tenant's or any
                             other occupant's property, (iii) repairing,
                             restoring, altering, remodeling, or otherwise
                             putting the Premises into condition acceptable to
                             a new tenant, (iv) if Tenant is dispossessed of the
                             Premises and this Lease is not terminated, relating
                             all or any part of the Premises (including
                             brokerage commissions, cost of tenant finish work,
                             and other costs incidental to such reletting), (v)
                             performing Tenant's obligations which Tenant failed
                             to perform, and (vi) enforcing, or obtaining advice
                             of, its rights, remedies, and recourses arising out
                             of the Event of Default.

                                     b.     No Waiver. Landlord's acceptance of
                                            ---------
                             Rent following an Event of Default shall not waive
                             Landlord's rights regarding such Event of Default.
                             No waiver by either party of any violation or
                             breach of any of the items contained herein shall
                             waive either party's rights regarding any future
                             violation of such term or violation of any other
                             term,

SURRENDER OF                   20.   No act by Landlord shall be deemed an
PREMISES                     acceptance of a surrender of the Premises, and no
                             agreement to accept a surrender of the Premises
                             shall be valid unless the same is made in writing
                             and signed by Landlord. At the expiration or
                             termination of this Lease, Tenant shall deliver to
                             Landlord the Premises with all improvements located
                             thereon in good repair and condition, reasonable
                             wear and tear (and condemnation and fire or other
                             casualty damage not caused by Tenant, as to which
                             Sections 14 and 15 shall control) excepted, and
                             shall deliver to Landlord all keys to the Premises.
                             Provided that Tenant has performed all of its
                             obligations hereunder, Tenant may remove all trade
                             fixtures and all unattached furniture and personal
                             property placed in the Premises by Tenant (but
                             Tenant shall not remove any such item which was
                             paid for, in

                                      18
<PAGE>

                             whole or in part, by Landlord), and shall remove
                             such alterations, additions, improvements, trade
                             fixtures, equipment, and furniture as Landlord may
                             request. Tenant shall repair all damage caused by
                             such removal. All items not so removed shall be
                             deemed to have been abandoned by Tenant and may be
                             appropriated, sold, stored, destroyed, or otherwise
                             disposed of by Landlord without notice to Tenant
                             and without any obligation to account for such
                             items. The provisions of this Section 21 shall
                             survive the end of the Term.

 HOLDING OVER                  21.   If Tenant fails to vacate the Premises at
                             the end of the Term, then Tenant shall be a tenant
                             at will and, in addition to all other damages and
                             remedies to which Landlord may be entitled for such
                             holding over, Tenant shall pay, in addition to the
                             other Rent, a daily Basic Rental equal to the
                             greater of (a) 150% of the daily Basic Rental
                             payable during the last month of the Term, or (b)
                             the prevailing rental rate in the Building for
                             similar space. In the event of any unauthorized
                             holding over, Tenant shall be liable to Landlord
                             for all damages which Landlord suffers as a result
                             thereof and Tenant shall indemnify Landlord against
                             all claims made by any other tenant or prospective
                             tenant against Landlord resulting from delay by
                             Landlord in delivering possession of the Premises
                             to such other tenant or prospective tenant.

CERTAIN RIGHTS                 22.   Landlord shall have the following rights:
RESERVED BY
LANDLORD                             a.     To decorate and to make inspections,
                             repairs, alterations, additions, changes, or
                             improvements, whether structural or otherwise, in
                             and about the Building, or any part thereof, for
                             such purposes, to enter upon the Premises and,
                             during the continuance of any such work, to
                             temporarily close doors, entryways, public space,
                             and corridors in the Building; to interrupt or
                             temporarily suspend Building services and
                             facilities; and to change the arrangement and
                             location of entrances or passageways, doors, and
                             doorways, corridors, elevators, stairs, restrooms,
                             or other public parts of the Building provided,
                             however, that Landlord shall use reasonable effort
                             not to substantially interfere in the conduct of
                             Tenant's business;

                                     b.     To take such reasonable measures as
                             Landlord deems advisable for the security of the
                             Building and its occupants, including without
                             limitation searching all persons entering or
                             leaving the Building; evacuating the Building for
                             cause, suspected cause, or for drill purposes,
                             temporarily denying access to the Building; and
                             closing the Building after normal business hours
                             and on Saturdays, Sundays, and holidays, subject,
                             however, to Tenant's right to enter when the
                             Building is closed after normal business hours
                             under such reasonable regulations as Landlord may
                             prescribe from time to time which may include by
                             way of example, but not of limitation, that persons
                             entering or leaving the Building, whether or not
                             during normal business hours, identify themselves
                             to a security officer by registration or otherwise
                             and that such persons establish their right to
                             enter or leave the Building provided, however, that
                             Landlord shall use reasonable effort not to
                             substantially interfere in the conduct of Tenant's
                             business;

                                     c.     To change the name by which the
                             Building is designated; and

                                     d.     To enter the Premises, upon
                             reasonable notice except in emergency, to inspect
                             same to assure Tenant's compliance with its
                             obligations hereunder or show the Premises to
                             prospective purchasers, lenders or tenants and to
                             perform all services, maintenance and repairs

                                      19
<PAGE>

                             required to be performed by Landlord hereunder.
                             Except in case of emergencies, Landlord shall give
                             reasonable advance notice of need to enter the
                             Premises.

MISCELLANEOUS                  23.   a.     Landlord Transfer. If any landlord
                                            -----------------
                             hereunder transfers the Building or Shopping Center
                             or such landlord's interest therein, then such
                             landlord shall not be liable for any obligation or
                             liability based on or arising out of any event or
                             condition occurring after such transfer. Tenant
                             shall attorn to such transferee amid, within ten
                             (10) days after request, shall execute, acknowledge
                             and deliver any document submitted to Tenant
                             confirming such attornment.

                                     b.     Landlord's Default and Liability.
                                            --------------------------------
                             Landlord, its employees and agents shall not be
                             liable to Tenant, any Invitee or any other person
                             or entity for any damage (including, without
                             limitation, indirect and consequential damage),
                             inquiry, loss or claim (including, without
                             limitation, claims for the interruption of or loss
                             to business) based on or arising out of any cause
                             whatsoever (except as otherwise specified in this
                             Section), including, without limitation, the
                             following: repair to any portion of the Premises or
                             the Building; interruption in the use of the
                             Premises or any equipment therein; any accident or
                             damage resulting from any use or operation (by
                             Landlord, Tenant or any other person or entity) of
                             elevators or heating, cooling, electrical,
                             sewerage, or plumbing or mechanical equipment or
                             apparatus; termination of this Lease by reason of
                             damage to the Premises or the Building; fire,
                             robbery, theft, vandalism, mysterious disappearance
                             or any other casualty; actions of any other tenant
                             of the Building or of any other person or entity;
                             failure or inability to furnish any service
                             specified in this Lease; and leakage in any part of
                             the Premises or the Building from water, rain, ice,
                             snow or other cause that may leak into, or flow
                             from, any part of the Premises or the Building or
                             the Land, or from drains, pipes or plumbing
                             fixtures in the Premises or the Building or the
                             Land. If any condition exists which may be the
                             basis of a claim of constructive eviction, then
                             Tenant shall give Landlord written notice thereof
                             and a reasonable opportunity to correct such
                             condition, and in the interim Tenant shall not
                             claim that it has been constructively evicted or is
                             entitled to a rent abatement. Any property placed
                             by Tenant or Invitees in or about the Premises, the
                             Building or the Land shall be at the sole risk of
                             Tenant, and Landlord shall not in any manner be
                             responsible therefor. If any employee of Landlord
                             receives any package or article delivered for
                             Tenant, then such employee shall be acting as
                             Tenant's agent for such purpose and not as
                             Landlord's agent. Notwithstanding, the foregoing
                             provisions of this Section, Landlord shall not be
                             released from liability to Tenant for any physical
                             injury to any natural person caused by Landlord's
                             willful misconduct or gross negligence to the
                             extent such injury is not covered by insurance (a)
                             carried by Tenant or such person, or (b) required
                             by this Lease to be carried by Tenant. Tenant shall
                             reimburse Landlord for, and shall indemnify, defend
                             upon request and hold Landlord, its employees and
                             agents harmless from and against, all costs,
                             damages, claims, liabilities, expenses (including
                             attorneys' fees), loss and court costs suffered by
                             or claimed against Landlord, directly or
                             indirectly, based on or arising out of, in whole or
                             in part, (a) use and occupancy of the Premises or
                             the business conducted therein, (b) any act or
                             omission of Tenant or any Invitee, (c) any breach
                             of Tenant's obligations under this Lease,
                             including failure to surrender the Premises upon
                             the expiration or earlier termination of the Lease
                             Term, or (d) any entry by Tenant or any Invitee
                             upon the Land prior to the Lease Commencement Date,
                             Tenant shall not have the right to offset or deduct
                             any amount allegedly owed to Tenant pursuant to any
                             claim against Landlord from any rent or other sum
                             payable to Landlord, Tenant's solo remedy for
                             recovering upon such claim shall he to institute an

                                      20
<PAGE>

                             independent action against Landlord. If Tenant or
                             any Invitee is awarded a money judgment against
                             Landlord, then recourse for satisfaction of such
                             judgment shall be limited to execution against
                             Landlord's estate and interest in the Building and
                             the Land. No other asset of Landlord, any partner,
                             director, member, or officer of Landlord
                             (collectively, "Officer") or any other person or
                             entity shall be available to satisfy or subject to
                             such judgment, nor shall any Officer or other
                             person or entity have personal liability for
                             satisfaction of any claim or judgment against
                             Landlord or any Officer.

                                     c.     Force Majeure. Other than for
                                            -------------
                             Tenant's monetary obligations under this Lease,
                             whenever a period of time is herein prescribed for
                             action to be taken by either party hereto, such
                             party shall not be liable or responsible for, and
                             there shall be excluded from the computation for
                             any such period of time, any delays due to strikes,
                             riots, acts of God, shortages of labor or
                             materials, war, governmental laws, regulations, or
                             restrictions, or any other causes of any kind
                             whatsoever which are beyond the control of such
                             party. Any elimination or shutting off of light,
                             air, or view by any structure which may be erected
                             on lands adjacent to the Building shall in no way
                             affect this Lease or impose any liability on
                             Landlord.

                                     d.     Criminal Acts of Third Parties. Any
                                            ------------------------------
                             security guards or security services provided by
                             Landlord for the Building, Appurtenant Facilities
                             or Land are provided for the protection of
                             Landlord's property. Tenant shall be responsible
                             for the protection of Tenant and Tenant's
                             employees, agents, contractors; invitees and
                             licensees and their property against criminal acts
                             of third parties. Landlord shall not be liable to
                             Tenant or any other party for criminal acts of
                             third parties whether or not such acts are
                             foreseeable. Tenant shall contact the local police
                             and rely on the local police for protection against
                             criminal acts.

                                     e.     Brokerage. Landlord and Tenant each
                                            ---------
                             warrant to the other that it has not dealt with any
                             broker or agent in connection with the negotiation
                             or execution of this Lease other than the Broker
                             (if any). Tenant and Landlord shall each indemnify
                             the other against all costs, expenses, attorneys'
                             fees and other liability for commissions or other
                             compensation claimed by any broker or agent other
                             than the Broker (if any) claiming the same by,
                             through, or under the indemnifying party.

                                     f.     Estoppel Certificates. From time to
                                            ---------------------
                             time, Tenant shall furnish to any party designated
                             by Landlord, within ten (10) days after Landlord
                             has made a request therefor, a certificate signed
                             by Tenant confirming and containing such factual
                             certifications and representations as to this Lease
                             as Landlord may reasonably request.

                                     g.     Notices. All notices and other
                                            -------
                             communications given pursuant to this Lease shall
                             be in writing and shall be (i) mailed by first
                             class, United States Mail (or Canada Mail, as
                             appropriate), postage prepaid, certified, with
                             return receipt requested, and addressed to the
                             parties hereto at the address specified in the
                             Basic Lease Information, (ii) hand delivered to the
                             intended address, or (iii) sent by prepaid
                             telegram, cable, facsimile transmission, or telex
                             followed by a confirmatory letter. Notice sent by
                             certified mail, postage prepaid, shall be effective
                             three (3) business days after being deposited in
                             the United States Mail (or Canada mail, as
                             appropriate); all other notices shall be effective
                             upon delivery to the address of the addressee. The
                             parties hereto may change their addresses by giving
                             notice thereof to the other in conformity with this
                             provision.

                                      21
<PAGE>

                                     h.     Severability. If any clause or
                                            ------------
                             provisions of this Lease is illegal, invalid, or
                             unenforceable under present or future laws, then
                             the remainder of this Lease shall not be affected
                             thereby and in lieu of such clause or provision,
                             there shall be added as a part of this Lease a
                             clause or provision as similar in terms to such
                             illegal, invalid, or unenforceable clause or
                             provisions as may be possible and be legal, valid,
                             and enforceable.

                                     i.     Amendments; and Binding Effect. This
                                            ------------------------------
                             Lease (including all Exhibits hereto) constitutes
                             the entire agreement between Landlord and Tenant
                             and supersedes all prior discussions and agreements
                             of the parties relating to the Premises and the
                             Building. This Lease may not be amended except by
                             instrument in writing signed by Landlord and
                             Tenant. Whenever any approval or consent of the
                             Landlord is required, such approval or consent
                             shall not be binding on Landlord unless expressed
                             in writing and executed by an authorized
                             representative of Landlord. No provision of this
                             Lease shall be deemed to have been waived by
                             Landlord unless such waiver is in writing signed by
                             Landlord, and no custom or practice which may
                             evolve between the parties in the administration of
                             the terms hereof shall waive or diminish the right
                             of Landlord to insist upon the performance by
                             Tenant in strict accordance with the terms hereof.
                             The terms and conditions contained in this Lease
                             shall inure to the benefit of and be binding upon
                             the parties hereto, and upon their respective
                             successors in interest and legal representatives,
                             except as otherwise herein expressly provided. This
                             Lease is for the sole benefit of Landlord and
                             Tenant, and, other than Landlord's Mortgagee, no
                             third party shall be deemed a third party
                             beneficiary hereof;

                                     j.     Quiet Enjoyment. Provided Tenant has
                                            ---------------
                             performed all of the terms and conditions of this
                             Lease to be performed by Tenant, tenant shall
                             peaceably and quietly hold and enjoy the Premises
                             for the Term, without hindrance from Landlord or
                             any party claiming by, through, or under Landlord,
                             subject to the terms and conditions of this Lease.

                                     k.     Joint and Several Liability. If
                                            ---------------------------
                             there is more than one Tenant, then the obligations
                             hereunder imposed upon Tenant shall be joint and
                             several. If there is a guarantor of Tenant's
                             obligations hereunder, then the obligations
                             hereunder imposed upon Tenant shall be the joint
                             and several obligations of Tenant and such
                             guarantor, and Landlord need not first proceed
                             against Tenant before proceeding against such
                             guarantor nor shall any such guarantor be released
                             from its guaranty for any reason whatsoever.

                                     l.     Captions. The captions contained in
                                            --------
                             this Lease are for convenience of reference only,
                             and do not limit or enlarge the terms and
                             conditions of this Lease.

                                     m.     No Merger. There shall be no merger
                                            ---------
                             of the leasehold estate hereby created with the fee
                             estate in the Premises or any part thereof if the
                             same person acquires or holds, directly or
                             indirectly, this Lease or any, interest in this
                             Lease and the fee estate in the leasehold Premises
                             or any interest in such fee estate.

                                     n.     No Offer. The submission of this
                                            --------
                             Lease to Tenant shall not be construed as an offer,
                             nor shall Tenant have any rights under this Lease
                             unless Landlord executes a copy of this Lease and
                             delivers it to Tenant.

                                     o.     No Rights to Use of Building Name.
                                            ---------------------------------
                             Tenant shall have no interest in, or rights to the
                             name of the Building. Landlord will

                                      22
<PAGE>

                             have the right, exercisable upon written notice and
                             without liability to any tenant, to change the name
                             and street address of the Building. Tenant shall
                             not engage in any advertising mentioning the
                             Building without the prior written consent of
                             Landlord. Landlord shall have the right to prohibit
                             any advertising by Tenant mentioning the Building
                             that, in Landlord's opinion tends to impair the
                             reputation of the Building or its desirability as a
                             building for offices, and upon written notice from
                             Landlord, Tenant will refrain from or discontinue
                             such advertising.

                                     p.     Time of Essence. Except as provided
                                            ---------------
                             in Section 23c. hereof, time is of the essence of
                             this Lease and each and all of its provisions in
                             which performance is a factor.

                                     q.     Authority of Parties. If Tenant is a
                                            --------------------
                             corporation, limited partnership, partnership,
                             trust or other entity, each person executing this
                             Lease on behalf of said entity represents and
                             warrants to Landlord that such person is duly
                             authorized to execute and deliver this Lease on
                             behalf of said entity in accordance with all laws
                             and documents which determine and limit the
                             operation of such entity and that this Lease is
                             binding upon said entity in accordance with its
                             terms.

                                     r.     Governing Law. This Lease shall be
                                            -------------
                             governed by the laws of the state in which the
                             Premises are located.

                                     s.     Right of First Offer. Landlord
                                            --------------------
                             agrees that, in the event the tenant of the second
                             floor of the Building does not exercise its option
                             to renew its lease and this Lease shall then be in
                             full force and effect, free from any default on the
                             part of Tenant, Landlord will notify Tenant of
                             Landlord's intent to lease the second floor and
                             will for a period of fifteen (15) days first
                             negotiate in good faith with Tenant of this Lease
                             upon terms and conditions mutually agreeable to the
                             parties hereto. In the event the parties hereto
                             shall not reach as to such terms and conditions
                             prior to the expiration of such fifteen (15) day
                             period, Landlord shall have no further liability or
                             obligation to Tenant in respect of this section and
                             Landlord shall have the right to lease all or any
                             part of the second floor to such other person(s)
                             and upon such terms and conditions as shall be
                             satisfactory to Landlord, in its sole and absolute
                             discretion, without regard to whether such terms
                             are more favorable to such tenant(s) than those
                             offered by Tenant during the foregoing period of
                             negotiation. Tenant shall have the above right of
                             first offer only for one time and shall not have
                             any other right in the future. Tenant's rights
                             under this section shall terminate if (i) this
                             Lease or Tenant's right to possession of the
                             Premises is terminated, or (ii) Tenant assign any
                             of its interest in this Lease or sublets any
                             portion of the Premises.

                                     t.     Option to Terminate. If (i) this
                                            -------------------
                             Lease shall then be in full force and effect, and
                             (ii) Tenant shall not then be in default
                             thereunder, Tenant shall have the option to (a)
                             terminate this Lease effective at the end of the
                             thirty eighth (38th) month by providing Landlord
                             with at least nine (9) months prior written notice
                             and payment of penalty equal to six (6) months rent
                             of the period immediately after the effective date
                             of termination or (b) terminate this Lease at the
                             end of the fiftieth (50th) month by providing
                             Landlord with at least six (6) months prior written
                             notice and payment of a penalty equal to three (3)
                             months rent of the period immediately after the
                             effective date of termination. Payment of penalty
                             shall be made on or before the effective date of
                             termination otherwise Landlord shall have an option
                             to ignore the termination notice and consider this
                             Lease as being in effect as long as he wishes until
                             the term of this Lease expires.

                                      23
<PAGE>

                                     u.     Signage. Tenant will be recognized
                                            -------
                             as a building tenant on the sign board in the main
                             lobby. Suite entry signage shall be included in the
                             cost of Tenant Improvements. Furthermore, subject
                             to applicable law, the approval of Architectural
                             Review Board of Town of Herndon, and the Landlord's
                             prior written approval as to plan, specifications
                             and location, Tenant may erect, as its sole cost,
                             an exterior wall sign, not to exceed 15.00 square
                             feet, on the side of the Building facing Herndon
                             parkway which would refer to Tenant's name. Such
                             sign shall be installed by a contractor approved by
                             Landlord and shall be considered as a Tenant
                             improvement/alteration provided for in Paragraph 8
                             above.

                                     v.     Satellite Dish. Subject to
                                            --------------
                             applicable law, the approval of appropriate city
                             and county authorities, and the Landlord's prior
                             written approval as to plan, specifications and
                             location, Tenant may erect, as its sole cost, a
                             satellite dish on the roof of the Building. Such
                             satellite dish shall be installed by a contractor
                             approved by Landlord and shall be considered as a
                             Tenant improvement/alteration provided for in
                             Paragraph 8 above. Tenant shall be responsible for
                             all the cost and risks and liability of operation
                             of such Satellite as well as buying adequate
                             insurance policy for it.

                                     w.     Exhibits. All exhibit and
                                            --------
                             attachments attached hereto are incorporated herein
                             by this reference.

                                 Exhibit A - Outline of Premises
                                 Exhibit B - Building Rules and Regulations
                                 Exhibit C - Form of Letter of Credit
                                 Exhibit D - Option to Renew

SPECIAL                          24. a.     Condition. Tenant accepts the
PROVISIONS                   Premises in their "as is" condition on the date
                             this Lease is executed, except for the Tenant
                             Improvement to be carried on by Landlord.

LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES
ARE SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE. TENANT'S OBLIGATION TO
PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE
PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT
ABATEMENT, SETOFF, DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS
DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.

EXECUTED effective as of the Lease Date set forth in the Basic Lease
Information.

                                  LANDLORD:

Date of Execution:                SOVRAN LIMITED COMPANY

     6/14/99                      By /s/ Mahmound Katirai
------------------                  ---------------------------
                                     Name: Mahmound Katirai
                                     Title: President

                                  TENANT:

Date of Execution:                LIFEMINDERS.COM INC.

     6/14/99                      By /s/ SIGNATURE APPEARS HERE (SEAL)
------------------                  ---------------------------
                                     Name:

                                      24