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Maryland-Bethesda-7801 Norfolk Avenue Lease - Peel Properties and Inc.

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                              AND PEEL PROPERTIES
<PAGE>   2
                          [PEEL PROPERTIES LETTERHEAD]

                                LEASE AGREEMENT

                 THIS AGREEMENT OF LEASE (this "Lease") is made and entered
into on the 21st day of January, 1999, at 4401 East-West Highway, Bethesda,
Maryland  20814, by and between William F.  and Barbara K. Peel (hereinafter
referred to as "Peel Properties") and, Inc. (hereinafter referred to
as "Tenant").

         For and in consideration of the rental and of the covenants and
agreement hereinafter set forth to be kept and performed by Tenant, Peel
Properties hereby leases to Tenant and Tenant hereby leases from Peel
Properties the Premises herein described for the Term, as hereafter defined, at
the rental and subject to and upon all of the terms, covenants and agreements
hereinafter set forth.

                                   ARTICLE I


         1.1     Parties and Basic Terms.  The Parties and Basic Terms of this
Lease are as follows:

DATE OF LEASE:            January 16, 1999

PEEL PROPERTIES AND       Peel Properties
ADDRESS FOR               4401 East-West Highway
NOTICE:                   Bethesda, Maryland  20814
                          Attention: Denise N. Peel

TENANT AND      , Inc.
ADDRESS FOR               4401 East West Highway, Suite 208
NOTICE:                   Bethesda, Maryland 20814
                          Attention: Joe Preston

PREMISES:                 380 Rentable Square Feet on the Second Floor in a
                          five story office building (the "Building"), located
                          at 7801 Norfolk Avenue, Montgomery County, Bethesda,

<PAGE>   3
LEASE TERM:                       Three (3) Months

ANNUAL BASE RENT:                 Year 1:  $6,648.00

SECURITY DEPOSIT:                 One (1) Month Annual Base Rent   ($554.00)

USE:                              General Office

                                   ARTICLE 2


         2.1     Term Defined.  The word "Term" as hereinafter used in this
Lease shall be the Initial Term.

         2.2     Initial Term.  The "Initial Term" of this Lease shall commence
on  January 16 , 1999 (the "Commencement Date").  The Initial Term shall be
Three (3) Months from the Commencement Date ending on April 30, 1999.

         2.3     Option to Renew. Peel Properties hereby grants Tenant an
option to renew this Lease for an additional  One- Three (3)        Month term.
Written notice of Tenant's intention to exercise this option must be received
by Peel Properties prior to ninety (90) days before the expiration of the
initial term.  Commencing with the option term, the base rental shall be
adjusted on the anniversary date at the rate of Three Percent (3%) above the
then current annual rate.  All other terms and conditions set forth in this
Lease will remain in full force and effect.

         2.4     Hold-Over.  If Tenant, with Peel Properties' consent, remains
in possession of the Premises after expiration or termination of the Term, or
after the date of any notice given by Peel Properties to Tenant terminating
this Lease, such possession by Tenant shall be deemed to be a month-to-month
tenancy terminable on 30 days' notice given at any time by either party hereto.
The amount of the Annual Base Rent for the hold-over period shall be 125% of
the amount of Annual Base Rent for the year immediately preceding the
commencement of the respective hold-over period.  All provisions of this Lease
except those pertaining to the Term shall apply to the month-to-month tenancy.

                                     - 2 -
<PAGE>   4
                                   ARTICLE 3

                                ANNUAL BASE RENT

         3.1     Annual Base Rent.  The "Annual Base Rent" for the Initial Term
shall be as follows:

         Annual Base Rent                                            Monthly Installment
         ----------------                                            -------------------
         Year 1 $6,648.00                                                    $554.00

         3.2     Rent Payment.  Tenant shall pay the Annual Base Rent for the
Premises in 12 equal monthly installments during each year of the Term in
advance by the first day of each and every calendar month, without deduction,
offset, prior notice or demand, in lawful money of the United States.  The
monthly installment shall be paid at the then current rate for the fractional
month during which the Lease commenced and/or terminates.  All payments of rent
shall be made in cash or by check payable to Peel Properties at its address set
forth in this Lease or to such other persons and place as may be designated by
notice in writing by Peel Properties to Tenant from time to time.  Tenant shall
pay to Peel Properties upon signing this Lease a Rental Deposit in the amount
of one month's rent (for Year 1, as stated above) which shall apply to the
first month's rent otherwise due under the Lease.

         3.3     Security Deposit.  Upon the execution of this Lease, Peel
Properties shall receive from Tenant the sum of one (1) month Annual Base Rent,
Five Hundred Fifty-four and NO/100 Dollars ($554.00)  in the form of cash to be
held by Peel Properties or Peel Properties' assignee as security for the
payment of any rentals and any other sums of money for which Tenant shall
become liable to Peel Properties under this Lease, and for the faithful
performance by Tenant of all other obligations hereunder (the "Security

                 The full amount of the Security Deposit (less any sums
expended by Peel Properties to cure Tenant's default) shall be returned to
Tenant upon expiration or upon the sooner termination of this Lease, provided
that Tenant is not in default under the terms of this Lease on such date.  The
Security Deposit may be used in whole or in part, by the Peel Properties at
Peel Properties' sole discretion from time to time for any purpose including
but not limited to making any payments due to it from Tenant or to cure any
default of Tenant hereunder or for any purpose consistent with Peel Properties'
development and operation of the Project.  If Peel Properties uses any portion
of the Security Deposit to make any payments due to it from Tenant or to cure
any default of Tenant hereunder, Tenant shall, upon demand, promptly reimburse
Peel Properties for the amount so used and Tenant's failure to do so within
five (5) days after Peel Properties' demand thereof, shall constitute a default

                                     - 3 -
<PAGE>   5
                                   ARTICLE 4


         4.1     Peel Properties' Obligations to Maintain and Operate.  Peel
Properties shall keep in good order, condition and repair the exterior and all
structural portions of the Building, the plumbing, air conditioning, heating
and electrical systems, the windows and floors on the Premises (excluding
carpeting and other floor covering installed by Tenant or as part of the Tenant
Improvements), and all Necessary Site Improvements and other Open Area
Improvements, if any, made by Peel Properties, including parking areas and
grounds of the site.  Repairs shall be conducted to minimize interference with
Tenant's business.

                 Notwithstanding anything contained in this Paragraph 4.1 to
the contrary, Peel Properties' obligations as set forth in this Paragraph 4.1
shall not include the repair of any damage to the Premises, Building, Necessary
Site Improvements, Open Area and Open Area Improvements arising from any
negligence of Tenant or Tenant's agents, contractors, employees, invitees or
guests.  In such event, Peel Properties shall have the right, but not the
obligation, to make such repairs arising from such negligence of Tenant or
Tenant's Agents, Contractors, Employees, invitees or guests and the reasonable
cost of such repairs arising from such negligence of Tenant or Tenant's Agents,
Contractors, Employees, invitees or guests and the reasonable cost of such
repairs not reimbursed to Peel Properties by an insurance company covering such
damage, in the sole discretion of Peel Properties, shall be either (a) paid to
Peel Properties as Additional Rent or (b) paid by Tenant promptly after demand
by Peel Properties with interest at the rate of twelve percent (12%) per annum
from the later date of the date expended or the date Tenant receives notice
from Peel Properties thereof, but in no event to exceed the maximum rate of
interest permitted by law.

         4.2     Tenant's Obligations.  Tenant, at its sole cost and expense,
shall keep in good order, condition and repair the Tenant Improvements
installed by or for Tenant and any improvements installed by Tenant after the
Commencement Date.  Without limiting the foregoing, Tenant shall maintain and
repair all interior walls and partitions, all floors, wall and window
coverings, and false (or "dropped") ceilings and doors which are installed as
part of the Tenant Improvements.  Tenant shall also maintain and repair all of
Tenant's furnishings, trade fixtures and equipment.  Tenant shall not commit or
permit waste in or about the Premises, or any nuisance or illegal activity in
or about the Premises.

         4.3     Surrender.  Upon the expiration or earlier termination of this
Lease, Tenant shall surrender the Premises in the same condition as received,
broom clean, ordinary wear and tear excepted; provided, however, that Peel
Properties may require that any or all of the Tenant Improvements installed or
constructed and fixtures and equipment, remain on the Premises and be
surrendered with the Premises.  Tenant shall have no obligation to remove any
of the improvements constructed by Peel Properties' or Tenant's contractors.
Tenant at its sole cost shall repair any damage to the Building or of the
Premises caused by or in connection with the removal of any articles of
personal property, business or trade fixtures, or other improvements which
Tenant is

                                     - 4 -
<PAGE>   6
entitled or required to remove, including without limitation thereto, repairing
the floors and patching and painting the walls.  Tenant shall indemnify Peel
Properties against any loss or liability resulting from delay by Tenant in so
surrendering the Premises, including, without limitation, any claims made by
any succeeding tenants founded on such delay.

                                   ARTICLE 5

                                USE OF PREMISES

         5.1     Use.  Tenant shall use the Premises for general office use,
and for no other purpose without the written consent of Peel Properties first
received which shall not be unreasonably withheld, conditioned or delayed.
Tenant, in such use of the Premises, shall take all safety precautions
necessary to safeguard the Premises, the Building and the people therein, the
Property and other buildings or structures thereon or people using the Property
and such other buildings or structures.

         5.2     Compliance With Law.  Tenant shall at its sole expense comply
with and conform to all laws and regulations, County, Commonwealth and federal,
present or future, in any way relating to the condition, or Tenant's particular
use or occupancy of the Premises throughout the Term of the Lease.

         5.3     Insurance.  Tenant shall not keep, use, sell or offer for sale
on the Premises any article, or conduct any activity thereon, which may be
prohibited by the standard form of fire insurance policy; and, if Tenant does
keep, use, sell or offer for sale any such article or if any acts are performed
on the Premises by Tenant which increases the rate of fire insurance premiums
on the Building occupied by Tenant, Tenant agrees to pay to Peel Properties on
demand the amount of increase in fire insurance premiums attributable thereto
provided Tenant shall have first received notice and an opportunity to cure any
such act which would cause such insurance premiums to increase.

                                   ARTICLE 6


         6.1     Liability Insurance.  Tenant shall at all times during the
Term hereof and at its own cost and expense procure and continue in force
Worker's Compensation Insurance and Personal Injury Liability and Property
Damage Liability Insurance (for tenant owned improvements and fixtures)
adequate to protect Peel Properties and naming Peel Properties as an additional
insured (in the liability contract) against liability, injury or death of any
person in connection with the area, operation or condition of the Premises.
Such insurance shall be in an amount of not less than $1,000,000.00 with
combined single limit coverage for death, bodily injury or property damage per

                                     - 5 -
<PAGE>   7
occurrence.  Peel Properties shall have the right to increase the amount of
required insurance coverage every five (5) years, such increases to be in a
reasonable amount.  The limits of such insurance shall not limit the liability
of Tenant. Said insurance shall have a Peel Properties' Protective Liability
endorsement attached thereto.

                                   ARTICLE 7


         7.1     Indemnity.  Tenant shall indemnify and hold Peel Properties
harmless from and against any and all claims of liability for any injury or
damage to any person or property arising from Tenant's use of, or from the
conduct of Tenant's business, or from any activity, work or thing done, or
permitted by Tenant in or about the premises whether such claims arise from the
use, conduct, business, activity, work or thing on the Premises, Building or
Project Site.  Tenant shall further indemnify and hold Peel Properties harmless
from and against any and all claims arising from any breach or default in the
performance of any obligation on Tenant's part to be performed under this
Lease, or arising from any negligence of Tenant or Tenant's agents, contractors
or employees, and from and against all costs, attorneys' fees, expenses and
liabilities incurred in the defense of any such action or proceeding brought
against Peel Properties by reason of any such claim.

         7.2     Exemption of Peel Properties from Liability.  Except in
circumstances caused by Peel Properties' willful misconduct or gross
negligence, Peel Properties shall not be liable for injury to Tenant's business
or loss of income therefrom or for damage which may be sustained by the Tenant,
its goods, wares, merchandise or property, its employees, invitees, customers,
agents or contractors or any other person in or about the Premises, Building or
Project Site caused by or resulting from fire, steam, electricity, gas, water
or rain, which may leak or flow from or into any part of the Premises, Building
or Project Site, or from the breakage, leakage, obstruction or other defects of
the pipes, sprinkler, wires, appliances, plumbing, air conditioning or lighting
fixtures of the same, whether the said damage or injury results from conditions
arising upon the Premises or upon any portions of the Building or Project Site,
or from other sources or places and regardless of whether the cause of such
damage or injury or the means of repairing the same is inaccessible to Tenant.
Peel Properties shall not be liable for any damages arising from any act or
neglect of any other tenant, subtenant or occupant of the Premises.

                                   ARTICLE 8

                           ASSIGNMENT AND SUBLETTING

         8.1     Restrictions and Authorizations.  Tenant shall not assign this
Lease or any interest therein and shall not sublet the Premises or any part
thereof or any right or privilege appurtenant

                                     - 6 -
<PAGE>   8
thereto or suffer any other person (the agents and servants of Tenant excepted)
to occupy or use the Premises or any portion thereof, without the written
consent of Peel Properties first had and obtained, which consent shall not be
unreasonably withheld, conditioned or delayed.

                                   ARTICLE 9


         9.1     Tenant Breach Defined.  As used in this Lease, "breach" means
any of the following:

                 (a)      The failure of Tenant to pay or cause to be paid when
due any rent, monies or charges required by this Lease to be paid or caused to
be paid by Tenant.

                 (b)      The failure of Tenant to do or cause to be done any
act, other than the payment of rent, monies or charges, required by this Lease
to be done or cause to be done by Tenant;

                 (c)      Tenant causing, permitting or suffering to be done
any act (i) required by this Lease to have the prior written consent of Peel
Properties, unless such consent is so obtained, or (ii) prohibited by this
Lease; and

                 (d)      Any (i) attachment, execution or other judicial levy
upon the leasehold estate in which Peel Properties has an interest or right to
purchase hereunder or any property, (ii) assignment of the said leasehold
estate for the direct or indirect benefit of creditors of tenant, (iii)
judicial appointment of a receiver or similar officer to take possession of
said leasehold estate or the Premises or (iv) filing of any petition by, for or
against Tenant under any chapter of the Federal Bankruptcy Act.

         9.2     Default of Tenant.  In the event of any failure to pay any
rent due hereunder within ten (10) days after written notice of such default
shall have been given to Tenant, or if Tenant or an agent of Tenant shall
falsify any report required to be furnished to Peel Properties pursuant to the
terms of this Lease, or if Tenant or any guarantor of this Lease shall become
bankrupt or insolvent, or file any debtor proceedings or take or have taken
against Tenant or any guarantor in any court pursuant to any statute either of
the United States or of any State or Commonwealth a petition in Bankruptcy or
insolvency or for reorganization or for the appointment of a receiver or
trustee of all or a portion of Tenant's or any such guarantor's property, or if
Tenant or any such guarantor makes an assignment for the benefit of creditors,
or petitions for or enters into an arrangement, or if Tenant shall vacate or
abandon said Premises within the first twenty-four (24) months of the Initial
Term of the Lease, or if Tenant shall suffer this Lease to be taken under any
writ of execution, then Peel Properties, in addition to all other rights or
remedies it may have, shall have the immediate right to re-enter the Premises
which right of re-entry shall include the right to lock out the Tenant and take
sole possession of Premises, with or without terminating this Lease, and may
remove all persons and property from the Premises and such property may be
removed and stored in a public warehouse or

                                     - 7 -
<PAGE>   9
elsewhere at the cost of, and for the account of, Tenant; and Peel Properties
may, in addition to all other remedies at any time, terminate this Lease,
without notice to Tenant, in which event Tenant shall remain liable for the
payment of rent and for all other obligations contained herein for the balance
of the term, subject to a credit to Tenant for any sums received by Peel
Properties from the re-renting of the Premises for any portion of the Term.
Any suit by Peel Properties for unpaid rent shall not be deemed a waiver of the
right to bring such other action or actions as Peel Properties deems necessary
to collect unpaid rent for any period or periods of time in the Term.  Peel
Properties may exercise any right under this Paragraph 9.2 without service of
notice or resort to legal process and without being deemed guilty of trespass,
or becoming liable for any loss or damage which may be occasioned thereby.
Such notice of default shall also operate as a Notice to Quit and Tenant hereby
expressly waives any other notice required by law.  And it is further
understood that Tenant shall pay, in addition to the rentals and other sums
agreed to be paid hereunder, such additional sums as the court may adjudge
reasonable as attorneys' fees in any suit or action instituted by Peel
Properties to enforce the provisions of this Lease, or the collection of the
rentals due Peel Properties hereunder.  In the event of Tenant's default and
subsequent recovery of possession of the Premises by Peel Properties, Peel
Properties shall diligently pursue all reasonable action to relet the Premises
on reasonable terms in order to mitigate its damages.

         9.3     Late Charges.  Tenant hereby acknowledges that late payment by
Tenant to Peel Properties of rent and other sums due hereunder will cause Peel
Properties to incur costs not contemplated by this Lease, the exact amount of
which will be extremely difficult to ascertain.  Such costs include, but are
not limited to, processing and account charges and late charges which may be
imposed on Peel Properties by the term of any mortgage or trust deed covering
the Premises.  Accordingly, if any installment of rent or any other sum due
from Tenant shall not be received by Peel Properties or Peel Properties'
designee within five (5) days after such amount shall be due, Tenant shall pay
to Peel Properties a late charge equal to six percent (6%) of such overdue

         9.4     Additional Remedies of Peel Properties.  The remedies provided
in this Article 9 are not exclusive, but are supplemental and additional to any
other legal or equitable rights and remedies Peel Properties may have for
Tenant's breach hereunder.

                                   ARTICLE 10


         Upon twenty-four (24) hour notice to Tenant, except in the event of an
emergency when notice is not required, Peel Properties shall have the right to
enter the Premises.  Tenant agrees that Peel Properties, or Peel Properties'
representative, may at all reasonable times and during reasonable business
hours, have free access to the Premises for the purposes of examining or
inspecting the condition thereof, or showing the Premises to prospective
lenders, purchasers, or tenants (as to tenants only during the last ninety (90)
days of the term and provided any option to extend has not been exercised) or
of exercising any right or power reserved to Peel Properties under the terms

                                     - 8 -
<PAGE>   10
provisions of this Lease.  Additionally, Peel Properties, its contractors or
agents shall have the right to enter the Premises for the purpose of completing
tenant improvement work for other tenants in the Building.  On each and every
occasion Peel Properties enters the Premises, Peel Properties shall use his
best efforts to minimize any disturbance to Tenant's business.

                                   ARTICLE 11

                             ADDITIONAL PROVISIONS

         11.1    Subordination.  At Peel Properties' option, this Lease shall
be subject and subordinate to the lien of any mortgages or deeds of trust in
any amount or amounts whatsoever now or hereafter placed on or against the
Premises or on or against the execution and delivery of any further instruments
on the part of Tenant to effectuate such subordination; provided, however, that
no mortgage and/or deed of trust entered into after this Lease is executed
shall be prior to this Lease unless it contains a "nondisturbance" clause
providing that Tenant's rights and interest under this Lease shall be
recognized so long as Tenant shall not be in default hereunder.  Tenant
covenants and agrees to execute and deliver upon demand without charge therefor
such further instruments (such as a title company standard form subordination
agreement) evidencing such subordination of this Lease to the lien of any such
mortgages or deeds of trust as may be required by Peel Properties.

         11.2    Quiet Environment.  Peel Properties covenants and agrees with
Tenant, that upon Tenant paying rent and other monetary sums due under this
Lease and performing its covenants and conditions, Tenant shall and may
peaceably and quietly have, hold and enjoy the Premises for the Term.

         11.3    Captions; Attachments; Gender.  This Lease shall be
interpreted in accordance with its fair meaning and intent, and not strictly
for or against either party.  The captions of the Articles of this Lease are
for convenience only and shall not be deemed to be relevant in resolving any
question of interpretation or construction of any section of this Lease.  The
words "Peel Properties" and "Tenant," as used herein, shall include the plural
as well as the singular.  Words used in neuter gender include the masculine and
feminine and words used in the masculine or feminine gender include the neuter.
If there be more than one tenant, the obligations hereunder imposed upon the
Tenant shall be joint and several.  If the tenants are husband and wife, the
obligations shall extend individually to their sole and separate property as
well as to their community property.  The term "Peel Properties" shall mean
only the owner or the owners at the time in question of the fee title to the
Building, including the Premises.  The obligations contained in this Lease to
be performed by Peel Properties shall be binding on Peel Properties' successors
and assigns only during their respective periods of ownership.

         11.4    Entire Agreement.  This Lease, along with any exhibits and
attachments hereto, constitutes the entire agreement between Peel Properties
and Tenant relative to the Premises, and this Lease and the exhibits and
attachments may be altered, amended or revoked only by an

                                     - 9 -
<PAGE>   11
instrument in writing signed by both Peel Properties and Tenant.  Peel
Properties and Tenant agree hereby that all prior and contemporaneous oral
agreements between and among themselves and their agents and representatives
relative to the leasing of the Premises are merged in or revoked by this Lease.

         11.5    Severability.  If any term or provision of this Lease shall,
to any extent, be determined by a court of competent jurisdiction to be invalid
or unenforceable, the remainder of this Lease shall not be affected thereby,
and each term and provision of this Lease shall be valid and be enforceable to
the fullest extent permitted by law.

         11.6 Binding Effect.  The parties hereto agree that all the provisions
hereof are to be construed as both covenants and conditions as though the words
importing such covenants and conditions were used in each separate paragraph
hereof; subject to any provisions hereof restricting assignment or subletting
by Tenant, this Lease shall bind and inure to representatives, successors and

         11.7    Choice of Law.  This Lease is deemed to have been executed at
Peel Properties' principal place of business in Montgomery County, Maryland;
this lease shall be governed by the laws of the State of Maryland; and, venue
shall lie in Montgomery County, Maryland with regard to any court action.

         11.8    Waiver.  No covenant, term or condition or the breach thereof
shall be deemed waived, except by written consent of the party against whom the
waiver is claimed any waiver or the breach of any covenant, term or condition
shall not be deemed to be a waiver of any preceding or succeeding breach of the
same or any other covenant, term or condition.  Acceptance by Peel Properties
or any performance by Tenant after the time the same shall have become due
shall not constitute a waiver by Peel Properties of the breach or default of
any covenant, term or condition unless otherwise expressly agreed to Peel
Properties in writing.  Acceptance by Peel Properties of overdue rent or any
partial payment of rent shall be deemed a waiver only as to the rent so
accepted, and shall not waive any existing breach or default other than
nonpayment of the rent so accepted.

         11.9    Surrender of Premises.  The voluntary or other surrender of
this Lease by Tenant, or a mutual cancellation thereof shall not work a merger
and shall, at the option of the Peel Properties, terminate all or any existing
subleases or subtenancies, or may, at the option of the Peel Properties,
operate as an assignment to it of any or all such subleases or subtenancies.

         11.10    Notices.  All notices or demands of any kind required or
desired to be given by Peel Properties or Tenant hereunder shall be in writing
and shall be deemed delivered on the third day after depositing the notice or
demand in the United States mail, certified or registered, postage prepaid,
addressed to the Peel Properties or Tenant, respectively, at the addresses set
forth after their signatures at the end of this Lease.

                                     - 10 -
<PAGE>   12
         11.11    Amounts Payable as Additional Rent.  All taxes, charges,
costs, expenses and interest which Tenant is required to pay under this Lease
and all damage, costs and expenses which Peel Properties may incur by reason of
Tenant's default shall be deemed Additional Rent and, in the event of
nonpayment by Tenant, Peel Properties shall have the same rights and remedies
as for nonpayment of the rent provided in this Lease.

         11.12    Compliance With Laws, Regulations and Rules.  Tenant
covenants and hereby agrees to comply with any and all requirements of the
constituted public authorities, and with the terms of any Commonwealth or
Federal statute or local ordinance or regulation applicable to Tenant or its
use of the Premises, and save Peel Properties harmless from any penalties,
fines, costs, expenses or damages resulting from failure to do so.  Further,
Tenant covenants and hereby agrees to comply with all rules and regulations of
Peel Properties in effect at the time of execution of this Lease or at any time
or times and from time to time promulgated by Peel Properties, which Peel
Properties in its reasonable discretion shall deem necessary in connection with
the Premises and the Building of which the Premises are a part.  Any rules and
regulations shall be imposed equally on all office tenants in the Building.  If
there is any inconsistency between this Lease and any rules and regulations,
this Lease shall govern.

         IN WITNESS WHEREOF, the undersigned parties have executed this Lease
as of the date first above written.

PEEL PROPERTIES:                                   TENANT:

                                         , Inc.

By:      /s/ DENISE N. PEEL                        By:      /s/ JOE PRESTON
   ----------------------------------------           ------------------------------------------------
         Denise N. Peel                                     Joe Preston

Its:     Agent                                     Its:     CEO and President
    ---------------------------------------            -----------------------------------------------

                                     - 11 -
<PAGE>   13

         FOR VALUE RECEIVED, in consideration for and as an inducement to Peel
Properties to enter into the foregoing Lease, the undersigned, Guarantor,
hereby guarantees to Peel Properties, its legal representatives, successors,
and assigns, the full and faithful performance and observance by Tenant, its
successors and assigns, of all terms, covenants, conditions, agreements,
restrictions, and limitations of the Lease, including without limitation, the
payment of all rent and compliance with any rules and regulations prescribed by
Peel Properties, together with the payment of all costs, attorney's fees, and
other expenses incurred by Peel Properties in enforcing such performance and

         Guarantor further covenants that (1) the liability of the Guarantor is
primary, shall not be subject to deduction for any claim or offset,
counterclaim or defense which Tenant may have against Peel Properties, and Peel
Properties may proceed against Guarantor separately or jointly, before, after
or simultaneously with any proceeding against Tenant for default; (2) this
Guaranty shall not be terminated or impaired in any manner whatsoever by reason
of the assertion by Peel Properties against Tenant of any of the rights or
remedies reserved to Peel Properties pursuant to the provisions of such lease,
by reason of summary or other proceedings against Tenant, by the omission of
Peel Properties to enforce any of its rights against Tenant, or by reason of
any extension of time or indulgence granted by Peel Properties to Tenant; (3)
Guarantor expressly waives any requirement of notice of non-payment,
non-performance or non-observance, or proof of notice or demand; (4) this
Guaranty shall be absolute and unconditional and shall remain and continue in
full force and effect as to any renewal, extension, amendment, additions,
assignments, sublease, transfer or other modification of the Lease; and (5) in
any action or proceeding brought by Peel Properties against Guarantor on
account of this Guaranty, all obligations and liabilities of Guarantor pursuant
to this Guaranty shall be binding upon the heirs, personal representatives and
assigns of the Guarantor.  This Guaranty shall be governed by and construed in
accordance with the laws of the State of Maryland.


                 /s/ JOE PRESTON                                     Date:  1/21/99
                 ----------------------------------                      -----------------------------
                 Joe Preston, Individually

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