DENDRITE INTERNATIONAL INC
DEED OF LEASE - BUILDING I - CHESAPEAKE, VA
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>15
<FILENAME>0015.txt
<DESCRIPTION>DEED OF LEASE - BUILDING I - CHESAPEAKE, VA
<TEXT>


                                  DEED OF LEASE

                                     BETWEEN

                      LIBERTY PROPERTY LIMITED PARTNERSHIP

                                       AND

                          DENDRITE INTERNATIONAL, INC.












                           Project:          Liberty Executive Park
                           Building:         Dendrite Building I
                           Tenant:           Dendrite International, Inc.
                           Location:         Executive Boulevard
                                             Chesapeake, Virginia


<PAGE>

<TABLE>
<CAPTION>

                                  DEED OF LEASE

INDEX

ss.        Section                                                                              Page
---        -------                                                                              ----
<S>      <C>                                                                                     <C>
1.       Summary of Terms and Certain Definitions................................................

2.       Premises................................................................................

3.       Construction of Premises................................................................

4.       Use; Compliance.........................................................................

5.       Term....................................................................................

6.       Minimum Annual Rent.....................................................................

7.       Operation of Property; Payment of Expenses..............................................

8.       Signs...................................................................................

9.       Alterations and Fixtures................................................................

10.      Mechanic's Liens........................................................................

11.      Landlord's Right of Entry...............................................................

12.      Damage by Fire or Other Casualty........................................................

13.      Condemnation............................................................................

14.      Non-Abatement of Rent...................................................................

15.      Indemnification.........................................................................

16.      Waiver of Claims........................................................................

17.      Quiet Enjoyment.........................................................................

18.      Assignment and Subletting...............................................................

19.      Subordination; Mortgagee's Rights.......................................................

20.      Recording; Tenant's Certificate.........................................................

21.      Surrender; Abandoned Property...........................................................

22.      Curing Defaults.........................................................................

23.      Defaults - Remedies.....................................................................

24.      Representations.........................................................................

25.      Liability of Landlord...................................................................

26.      Interpretation; Definitions.............................................................

27.      Notices.................................................................................

28.      Security Deposit........................................................................

29.      Commission..............................................................................

30.      Option to Extend Term (Fixed Amount Rental Increase)....................................

31.      Phase III Building Option...............................................................

32.      Naming Rights...........................................................................

33.      Parking.................................................................................

34.      Rooftop Communications Equipment........................................................

35.      Tenant Credits..........................................................................

36.      Phase II Building.......................................................................

37.      Cross-Defaults..........................................................................

38.      Consents................................................................................

</TABLE>

<PAGE>


         THIS  DEED OF LEASE is made by and  between  LIBERTY  PROPERTY  LIMITED
PARTNERSHIP, a Pennsylvania limited partnership ("LANDLORD") with its address at
12 South Third  Street,  Richmond,  Virginia  23219 and DENDRITE  INTERNATIONAL,
INC., a corporation  organized  under the laws of Delaware  ("TENANT")  with its
address at 1200 Mt. Kemble Avenue,  Morristown, New Jersey 07960 and is dated as
of the date on which this lease has been fully executed by Landlord and Tenant.

1.       Summary of Terms and Certain Definitions.

         (a)      "PREMISES":  shall mean the entire  Building  and the Property
                  located at the  intersection of Executive  Boulevard and Volvo
                  Parkway, Chesapeake,  Virginia, more particularly described on
                  Exhibit A attached  hereto,  upon which the  Building is to be
                  constructed in accordance with the terms hereof.

         (b)      "BUILDING":  shall mean a 49,870 square foot two-story Class A
                  Suburban Office Building also described herein as the "PHASE I
                  BUILDING" as depicted on Exhibit A-1, to be constructed on the
                  Property in accordance with the terms of this lease.

         (c)      "TERM":  shall mean the  initial  term of this lease being one
                  hundred  twenty (120) months,  plus any partial month from the
                  Commencement  Date  until  the  first  day of the  first  full
                  calendar month during the term.

                  (i)      "COMMENCEMENT  DATE":  shall mean the date upon which
                           Substantial   Completion,   as  defined  below,   has
                           occurred   with   regard   to   the   Premises.   The
                           Commencement  Date for the Building is anticipated to
                           be on February 15, 2001, subject to the terms hereof.

                  (ii)     "EXPIRATION  DATE":  shall be as defined in Section 5
                           hereof, as extended pursuant to Section 36 hereof.

         (d)      "MINIMUM ANNUAL RENT" and "ANNUAL OPERATING EXPENSES".

                  (i)      Minimum  Annual Rent for the  Building  shall
                           mean the annual rent payable in monthly  installments
                           and increased according to the following schedule:



 Lease Year                       Annual                          Monthly
 ----------                       ------                          -------
      1                          $710,647.50                     $59,220.63
      2                          $730,190.31                     $60,849.19
      3                          $750,270.54                     $62,522.55
      4                          $770,902.98                     $64,241.92
      5                          $792,102.81                     $66,008.57
      6                          $813,885.64                     $67,823.80
      7                          $836,267.50                     $69,688.96
      8                          $859,264.66                     $71,605.41
      9                          $882,894.62                     $73,574.55
     10                          $907,174.22                     $75,597.85

                  (ii)     Annual  Operating  Expenses  shall be as  defined  in
                           Section  7(a),   calculated  using  no  core  factor,
                           payable in monthly installments and adjusted as noted
                           in Section 7 hereof.  The Annual  Operating  Expenses
                           for the Building is estimated to be $263,313.60  (Two
                           Hundred  Sixty-Three  Thousand Three Hundred Thirteen
                           and 60/100 Dollars)  payable in monthly  installments
                           of  $21,942.80   (Twenty-One  Thousand  Nine  Hundred
                           Forty-Two and 80/100 Dollars).

         (e)      "PROPORTIONATE SHARE": shall mean the ratio of the approximate
                  rentable  square  footage in the Building  leased by Tenant to
                  the approximate total rentable square footage in the Building,
                  which hereunder shall be 100%.

         (f)      "USE":  shall  mean  general  office  purposes  and a high-end
                  technical   data  center,   excluding  any  "place  of  public
                  accommodation".

         (g)      "CONTENTS":  This lease consists of the Index, pages 1 through
                  11 containing Sections 1 through 38 and the following,  all of
                  which are attached hereto and made a part of this lease:

<TABLE>
<CAPTION>

<S>                                                                     <C>
Exhibits:         "A" - Legal Description                               "A-1" - Building Site Plan
                  "B" - Commencement Certificate Form                   "C" - Park Building Rules
                  "D" - Office Park Expenses                            "E" - Estoppel Certificate Form
                  "F" - Phase I Construction Documents                  "G" - Remaining Improvements and Removables
                  "H" - Memorandum

</TABLE>

2.  Premises.  Landlord  hereby  leases to Tenant and Tenant  hereby leases from
Landlord the Premises as shown on attached  Exhibit "A" and "A-l" and the lot on
which it is located (the  "PROPERTY").  Such obligation shall be contingent upon
Landlord acquiring title to the Property.

3. Initial  Construction  and Fit Out of Premises.  Landlord  shall complete the
construction of the Building as follows:

         (a)  Construction of the Phase I Building.  At Landlord's sole cost and
expense  (except as noted herein)  Landlord shall construct the Phase I Building
in  accordance  with the plans and specifications,  which have been  approved by
Tenant  including  without  limitation  the items  noted in the  Memorandum,  as
defined   below  (the  "Phase  I   Construction   Documents"  or  the  "Approved
Construction  Documents").  Such  specifications  and a list of such  plans  are
attached as Exhibit  "F".  Construction  of the Phase I Building  shall begin as
soon as  reasonably  possible  following  the  full  execution  of  this  lease.
Notwithstanding the foregoing,  following Substantial  Completion and completion
of the  punch  list  items,  Tenant  may  use  its  contractors  for  additional
improvements made to the Premises in accordance with the terms hereof.

         (b)  Tenant  Improvements;   Tenant's  Cost.  Upon  Landlord's  written
approval of and consent to any plans and  specifications  for additional work or
other changes to the Approved Construction  Documents requested by Tenant, which
approval and consent shall be in  Landlord's  sole but  reasonable  judgment and
which  does not  impair or  diminish  the  ability of  Landlord  to release  the
Building  following the conclusion of this lease (each a "Tenant  Improvement").
Landlord shall: (1) if necessary to implement such Tenant Improvement, cause the
Architect for the Building to prepare the appropriate  drawings  reflecting such
Tenant  Improvement  and (2) obtain  from the General  Contractor  the amount of
Tenant's Cost, as defined below, for such Tenant  Improvement and the additional
time required to implement the requested change, which Landlord shall provide to
Tenant in the form of a  written  proposed  change  order.  If Tenant  wishes to
implement the proposed  change order it must sign and return the proposed change
order form to the  Landlord.  If Landlord does not receive said form within five
(5)  business  days of the date of which it was  received by the  Tenant,  or if
Landlord receives a change order form marked to note Tenant's  disapproval,  the
change order shall be deemed  disapproved by Tenant.  Upon Landlord's receipt of
Tenant's  written  approval  of the  proposed  change  order  and  of  the  cost
associated  with same,  the Tenant  Improvement  described  in such change order
shall then be part of the Approved  Construction  Documents,  and the additional
time  required to implement  the  requested  change shall be  considered a delay
beyond Landlord's control. Following such approval,  Landlord shall complete the
Tenant Improvement at Tenant's sole expense.  "Tenant's Cost" shall mean the sum
equal to the aggregate of all costs,  expenses and fees incurred by or on behalf
of  Landlord  in  connection  with  a  Tenant  Improvement,   including  without
limitation (i) architectural, engineering, space planning and design costs, (ii)
the direct cost  charged to  Landlord  by  Landlord's  general  contractor  (the
"General  Contractor") and all  subcontractors for performing such construction,
(iii) the cost of any change order, as noted below, (iv) all permits,  approvals
and licenses, (v) overhead of the General Contractor,  (vi) a fee to the General
Contractor equal to five percent (5%) of the Tenant's Cost (excluding such fee),
and (vii) general  conditions of the General  Contractor which shall not include
overhead of the  General  Contractor.  Tenant  agrees to pay to  Landlord,  upon
submission,  all invoices  for Tenant's  Cost  incurred in  connection  with the
Tenant Improvements.

         (c)  Substantial  Completion.   The  Premises  shall  be  Substantially
Completed on or before February 15, 2001, subject to the provisions of paragraph
(d) of this Section.  All  construction  shall be done in a good and workmanlike
manner,  materially in accordance with the Approved  Construction  Documents and
shall comply at the time of completion with all applicable laws and requirements
of the governmental authorities having jurisdiction. "Substantial Completion" of
the  Premises   shall  mean,   with  regard  to  the  Premises  and  the  Tenant
Improvements:   (i)  Landlord's   architect  (the   "Architect")  has  issued  a
certificate  stating that all work except  punchlist  items have been  completed
materially in  accordance  with the Approved  Construction  Documents and (ii) a
temporary  certificate  of occupancy has been issued by the City of  Chesapeake,
Virginia for the subject  Building,  other than with respect to the installation
of the Tenant's Work and subject to punch list items.  Landlord,  Tenant and the
General  Contractor shall in conjunction  with the Commencement  Date do a "walk
thru" inspection of the Premises to determine a punch list and a reasonable date
for the completion of such items,  not to exceed sixty (60) days.  Landlord will
diligently  pursue the open items in the temporary  certificate  of occupancy in
order to obtain a final  certificate  of occupancy  at the earliest  practicable
date after  completion  of the Tenant  Improvements.  Tenant's  occupancy of the
Building shall constitute acceptance thereof for purposes of the commencement of
the  Payment of Rent and other than as to open items  determined  by the parties
upon such  occupancy.  Tenant shall have thirty (30) days after its occupancy of
the  Premises to notify and discuss  supplementary  punch list items it believes
require correction or repair with Landlord.

         (d)  Delivery  Date.  If the  Premises  have  not  reached  Substantial
Completion on or before April 15, 2001 (the "Delivery Date") the following shall
apply until Substantial Completion:

                  (i) From April 16, 2001 until May 14, 2001 Landlord shall have
a grace period within which to Substantially Complete the Premises.

                  (ii) For each day of delay from May 15,  2001,  until June 14,
2001,  Landlord shall pay Tenant a sum equal to the per diem Minimum Annual Rent
due  hereunder  during the first  lease year  ("First  Year Rent") or Tenant may
alternatively receive a credit against Rent, all at Landlord's option.

                  (iii) For each day of delay from June 15, 2001 and thereafter,
Landlord shall pay Tenant the sum equal to twice the per diem First Year Rent or
Tenant  may  alternatively  receive a credit  against  Rent,  all at  Landlord's
option.

                  (iv) From August 1, 2001, (the  "Termination  Deadline") until
Substantial Completion, Tenant, at its option, may terminate this lease.

                  (v)  Notwithstanding  the  foregoing,  for  each  day a  Force
Majeure Event, as defined below, delays Substantial Completion,  all dates noted
in this Section (d),  including  without  limitation  the Delivery  Date and the
Termination Deadline, shall be extended one day (two days for a Tenant Delay, as
defined below). The Termination  Deadline,  however, may only be extended (other
than due to a Tenant  Delay for which the  Termination  Deadline may be extended
indefinitely)  until  March 1, 2002.  A "Force  Majeure  Event" when used herein
shall mean an act of god, flood, storm, explosion, fire or other weather related
occurrence,   labor  trouble,   strike  or  stoppage,   a  disruption  or  other
interference  with sources of materials,  insurrection,  riot, act of the public
enemy, or federal, state or local law, order, rule or regulation, which inhibit,
impede,  delay  or  prevent  a  party  from  complying  with  any  condition  or
requirement.  When used herein, a Tenant Delay shall mean any delay attributable
substantially to the acts or omissions of Tenant, its agents or contractors,  if
any (a "Tenant Delay").

                  (vi) Tenant shall pay to Landlord on the Commencement Date, in
addition to Rent due from the Commencement  Date and thereafter,  a sum equal to
per diem First Year Rent for each day of Tenant Delay if Substantial  Completion
occurs following April 15, 2001. If a Tenant Delay occurs, Landlord shall notify
Tenant promptly of such event.

                  (vii) In the event the Premises are not delivered to Tenant on
or before the Delivery Date, Landlord,  at Tenant's option, shall provide Tenant
with up to 1,000  square feet of office space for its use, at the rate of $14.25
per square foot plus operating expenses, until Substantial Completion.

                  (viii) Landlord shall  sufficiently  complete the shell of the
Building on or before  February 15, 2001,  in order to permit  Tenant to install
its telephones,  computer and other  communications  lines and cables,  as noted
below.

         (e)   Authorized Representatives.

                  (i)  Tenant's  Authorized   Representative.   Tenant  appoints
Richard Casserly and George Robson as Tenant's  authorized  representatives  for
all issues related to the Approved  Construction  Documents  (each  individually
known as a "Tenant's  Authorized  Representative").  Landlord  shall  deliver to
Tenant's Authorized  Representatives all notices,  plans, approvals and/or other
submittals pursuant with this Section. Only a Tenant's Authorized Representative
shall be authorized to sign any change order,  or  disbursement  request for any
allowance, receipt of other document on behalf of Tenant related to the Approved
Construction  Documents,  Tenant  Improvements or change orders, and without the
signature of a Tenant's  Authorized  Representative,  no such document  shall be
binding on  Tenant.  Tenant  may from time to time  change  any of its  Tenant's
Authorized  Representative  or the location  designated for Tenant's  Authorized
Representative  to  receive  notices,  plans,  and  other  submittals  by giving
Landlord written notice of such change.

                  (ii) Landlord's Authorized  Representative.  Landlord appoints
Alan T. Lingerfelt and Dana Dame as Landlord's  authorized  representatives  for
all issues related to the Approved  Construction  Documents  (each  individually
known as a  "Landlord's  Authorized  Representative").  Tenant shall  deliver to
Landlord's  Authorized  Representatives all notices,  plans,  approvals,  and/or
other  submittals  pursuant  to  this  Section.  Only  a  Landlord's  Authorized
Representative  shall be  authorized  to sign any document on behalf of Landlord
related to the Approved  Construction  Documents,  Tenant Improvements or change
orders, and without the signature of a Landlord's Authorized Representative,  no
such  document  shall be binding  on  Landlord.  Landlord  may from time to time
change  any  of  its  Landlord's  Authorized  Representatives  or  the  location
designated for Landlord's Authorized  Representatives to receive notices, plans,
and other submittals by giving Tenant written notice of such change.

                  (iii)    Construction    Meetings.    A   Tenant    Authorized
Representative and a Landlord Authorized  Representative  shall endeavor to meet
at least once every two weeks during the construction of the Building to discuss
the progress of such  construction and any related issues.  Such meetings may be
in person or via telephonic conference call and may include, as appropriate, the
General Contractor, the Architect and any other relevant parties.

         (f)  Tenant's Work.

                  (i) All work not within the scope of the Approved Construction
Documents,  including without limitation  delivery,  furnishing and installation
of: (A)  telephone or other  communications  lines,  cables and  equipment;  (B)
computer or office equipment and the cabling associated with same; (C) furniture
or fixtures of the  Tenant;  and (D)  security  equipment,  shall be  considered
"Tenant's  Work" and shall be  furnished  and  installed  by Tenant at  Tenant's
expense.

                  (ii) Tenant and its agents  shall have the right,  at Tenant's
own risk,  expense  and  responsibility,  subject to the terms of  Section  3(d)
hereof, to enter the Building:  (i) not later than February 15, 2001 (or earlier
if the Building is completed to the extent necessary to permit such entry),  for
the  purpose  of  furnishing  and  installing   telephone,   computer  or  other
communications lines and cables and (ii) not less than twenty (20) days prior to
the Delivery Date for the purpose of installing  its fixtures and equipment (the
construction of the Building shall have reasonably progressed toward Substantial
Completion such that the Tenant may reasonably  initiate such  installations and
such construction shall continue  reasonably so as to permit Tenant's completion
of such installations); provided the Tenant does not interfere with or delay the
work to be performed by Landlord, Tenant uses contractors and workers compatible
with the  contractors  and  workers  engaged by  Landlord,  and  Tenant  obtains
Landlord's prior written consent and. if such entry is prior to the Commencement
Date, such entry shall be subject to all the terms and conditions of this lease,
except  the  payment  of Rent.  Further,  Tenant's  Work shall be subject to the
following conditions:

                           (1) At least ten (10) days prior to  commencement  of
Tenant's  Work,  Tenant shall deliver to Landlord a certificate of insurance for
each of Tenant's  contractors  evidencing  adequate  insurance  coverage  naming
Landlord and Landlord's agent as additional insureds.

                           (2) In  addition  to the  right of  Landlord  and its
Agents to inspect the Premises  set forth in Section 11 of this lease,  Landlord
and its Agents shall have the right to conduct a walk-through  inspection of the
Premises as completed by Tenant.

                           (3) The warranties from Tenant's  contractor(s) shall
be for the benefit of Landlord as well as Tenant and Tenant  shall  deliver such
warranties to Landlord upon receipt.

                           (4) All  construction  shall  be  done in a good  and
workmanlike  manner and shall comply at the time of completion with all Laws and
Requirements.  Tenant shall deliver to Landlord  copies of all  certificates  of
occupancy,  permits  and  licenses  required  to be issued by any  authority  in
connection with Tenant's construction.

         (g) Architect's Determination. The parties agree that in the event of a
dispute  concerning the design or  construction  of or the  improvements  to the
Building,  the  undersigned  shall each select an architect  who together  shall
select a third architect (the "3rd  Architect").  The 3rd Architect shall be the
final  arbiter  as  to  such  matters,  including  without  limitation,  as to a
determination of Substantial Completion,  and his decision shall be deemed final
and binding.

         (h)  Measurement  of  the  Premises.   Upon   Substantial   Completion,
Landlord's  architect shall certify, by its review of the Approved  Construction
Documents and its  examination of the Building,  the  Building's  square footage
(the "BSQ").  If such  measurement  is less than 49,870 square feet, the Minimum
Annual Rent shall be  recalculated  by multiplying  the BSQ times $14.25,  which
rent shall be escalated annually at the rate of 2.75%.

4. Use: Compliance.

         (a)  Permitted  Use.  Tenant  shall occupy and use the Premises for and
only for the Use  specified  in  Section  1(f)  above and in such a manner as is
lawful,  reputable and will not create any nuisance or otherwise  interfere with
the management of the Building.  Without limiting the foregoing,  such Use shall
exclude  any use that would cause the  Premises  or the  Property to be deemed a
"place of public  accommodation"  under the Americans with Disabilities Act (the
"ADA") as further described in the Building Rules (defined below).

         (b)  Compliance.  From and after the  Commencement  Date,  Tenant shall
comply  promptly,  at its sole expense,  (including  making any  alterations  or
improvements) with all laws (including the ADA),  ordinances,  notices,  orders,
rules,  regulations  and  requirements  regulating the Property  during the Term
which  impose any duty upon  Landlord or Tenant with  respect to Tenant's use or
alteration of, or Tenant's  installations in or upon, the Property including the
Premises,  (as the same may be  amended.  the "LAWS AND  REQUIREMENTS")  and the
building rules attached as Exhibit "C", as amended by Landlord from time to time
in  Landlord's  reasonable  discretion  and  so  long  as  such  rules  are  not
inconsistent with this lease (the "BUILDING  RULES").  Provided,  however,  that
Tenant  shall not be  required  to comply  with the Laws and  Requirements  with
respect to the  footings,  foundations,  structural  steel  columns  and girders
forming a part of the Property unless the need for such compliance arises out of
Tenant's use, occupancy or alteration of the Property, or by any act or omission
of  Tenant  or  any  employees,  agents,  contractors,   licensees  or  invitees
("AGENTS") of Tenant.  Landlord hereby represents and warrants that the Premises
will  be in  strict  compliance  with  all  Laws  and  Requirements  as  of  the
Commencement  Date and  Landlord  shall be  responsible  for:  (i) all costs and
expenses in connection  with bringing the Premises into compliance with all Laws
and Requirements as they exist on the  Commencement  Date other than those which
arise out of Tenant's use or  alteration of the Building and (ii) defects in the
Building.

         (c) Environmental.  Tenant shall comply, at its sole expense,  with all
Laws and  Requirements as set forth above, all  manufacturers'  instructions and
all  requirements of insurers  relating to the treatment,  production,  storage,
handling,  transfer,  processing,  transporting,  use,  disposal  and release of
hazardous  substances,  hazardous  mixtures,  chemicals,  pollutants,  petroleum
products,  toxic or radioactive  matter (the  "RESTRICTED  ACTIVITIES").  Tenant
shall  deliver to Landlord  copies of all  Material  Safety Data Sheets or other
written  information  prepared by  manufacturers.  importers or suppliers of any
chemical and all notices,  filings, permits and any other written communications
from or to Tenant and any entity regulating any Restricted Activities.

         (d) Notice.  If at any time  during or after the Term (if such  inquiry
results from any act or omission of Tenant or its Agents),  Tenant becomes aware
of any inquiry,  investigation or proceeding regarding the Restricted Activities
or becomes  aware of any claims,  actions or  investigations  regarding the ADA,
Tenant shall give Landlord  written  notice,  within 5 days after first learning
thereof. providing all available information and copies of any notices.

5. Term.  The Term of this lease  shall  commence on the  Commencement  Date and
shall end at 11:59  p.m.  on the last day of the Term (the  "EXPIRATION  DATE"),
without the necessity for notice from either party,  unless sooner terminated in
accordance  with  the  terms  hereof  Landlord  and  Tenant  shall  confirm  the
Commencement  Date  and  Expiration  Date  by  executing  a  lease  commencement
certificate in the form attached as Exhibit "B."

6. Minimum Annual Rent. Tenant agrees to pay to Landlord the Minimum Annual Rent
in equal  monthly  installments  in the  amount  set forth in  Section  l(d) (as
increased at the beginning of each lease year as set forth in Section 1(d)),  in
advance,  on the first  day of each  calendar  month  during  the Term,  without
notice,  demand or setoff  except as otherwise  provided  herein,  at Landlord's
address  designated  at the beginning of this lease unless  Landlord  designates
otherwise;  provided  that rent for the first  full  month  shall be paid at the
signing of this lease.  If the  Commencement  Date falls on a day other than the
first day of a calendar  mouth,  the rent shall be apportioned pro rata on a per
diem basis for the period from the Commencement  Date until the first day of the
following  calendar month and shall be paid on or before the Commencement  Date.
As used in this  lease,  the  term  "lease  year"  means  the  period  from  the
Commencement  Date through the succeeding 12 full calendar months (including for
the first  lease year any  partial  month from the  Commencement  Date until the
first day of the first full calendar  month) and each successive 12 month period
thereafter during the Term.

7. Operation of Property; Payment of Expenses.

         (a) Payment of  Operating  Expenses.  Tenant  shall pay to Landlord the
Annual Operating Expenses in equal monthly  installments in the amount set forth
in Section l(d) (prorated for any partial month), from the Commencement Date and
continuing  throughout  the Term on the first day of each calendar  month during
the Term,  as  additional  rent,  without  notice,  demand or setoff,  except as
otherwise  provided  herein.  Landlord  shall apply such  payments to the Annual
Operating  Expenses to Landlord of operating and maintaining the Property during
each calendar year of the Term. The amount of the Annual Operating  Expenses set
forth in Section 1(d),  represents  Landlord's estimate of Tenant's share of the
estimated Annual  Operating  Expenses during the first calendar year of the Term
on an annualized  basis;  from time to time  Landlord may adjust such  estimated
amount if the  estimated  operating  costs  increase  or  decrease.  The  Annual
Operating Expenses,  as set forth in Section l(d) will be adjusted to reflect as
newly as possible the actual Annual  Operating  Expenses for the Premises as and
when such expenses become known. Tenant's obligation to pay the Annual Operating
Expenses  pursuant to this Section 7 shall survive the expiration or termination
of this lease. The calculation and payment of Annual Operating Expenses shall be
as follows:

                  (i) As used herein, the term "Annual Operating Expenses" shall
mean the  actual  costs to  Landlord  (net of  discounts,  credits,  rebates  or
reimbursements  from  insurance  or payments  from any party) of  operating  and
maintaining  the Premises  during each  calendar year of the Term computed on an
accrual  basis.  Annual  Operating  Expenses  shall be  determined  according to
generally accepted  accounting  principles which shall be consistently  applied,
and shall  include:  (a)  "impositions"  (defined  in  Section  7(b);  provided,
however,  that if, by law, any assessment of impositions may be divided and paid
in  installments,  then, for the purposes of this subsection  7(a)(i),  (x) such
assessment shall be deemed to have been so divided, (y) such assessment shall be
deemed payable in the maximum number of  installments  permitted by law, and (z)
there shall be deemed  included in Annual  Operating  Expenses for each calendar
year the installment(s) of such assessment becoming payable during such calendar
year,  together  with  interest  payable  during  such  calendar  year  on  such
installment(s)  and on all installments  thereafter  becoming due as provided by
law, all as if such assessment had been so divided; (b) charges or fees for, and
taxes on, the  furnishing of water,  sewer  service,  gas, fuel or other utility
services to the  Building;  (c) a management  fee in an amount not to exceed the
prevailing  market rate  charged for owner  managed  buildings,  but in no event
exceeding three and three-fourths percent (3.75%) of the Annual Minimum Rent per
lease year,  (d)  premiums  for hazard,  liability,  rent  insurance,  workmen's
compensation  or similar  insurance upon the Building or portions  thereof;  (e)
costs arising under service contracts with independent  contractors for services
provided to the Building;  (f) maintenance and cleaning,  sanitary control, snow
removal and trash, garbage and other refuse removal,  including costs related to
trash compactors; (g) repair, maintenance and painting of sidewalks,  pavements,
light fixtures, signs; (h) repair, maintenance and painting of the Building; (i)
pest  control;  (j)  general  repairs;   (k)  fire  protection;   (l)  costs  of
replacements of any portion of the Property; however, if the cost of any item is
greater  than  $25,000 in any lease year,  such cost shall be included in Annual
Operating  Expenses for the year in which the costs are incurred and  subsequent
years,  appropriately  allocated to such years on a straight-line  basis, to the
extent  that such items are  amortized  over the  average of the range of useful
life for such item as quoted by its manufacturer,  with an interest factor equal
to the Prime Rate as  hereinafter  defined;  and (m)  maintenance  and repair of
utility systems servicing the Building.

                  (ii)  Notwithstanding  anything in  subsection  7(a)(i) to the
contrary,  Annual Operating Expenses shall not include (a) the costs of repairs,
alterations, capital improvements and other items which under generally accepted
accounting  principles  are properly  classified  as capital  expenditures;  (b)
repairs arising from defects in the initial  construction  of the Building;  (c)
repairs  necessitated  by  the  negligence  of  Landlord  or  required  to  cure
violations of Laws and  Requirements  in effect on the  Commencement  Date;  (d)
interest  and  amortization  of  indebtedness  or  any  costs  of  financing  or
refinancing,  depreciation  or ground rent; (e) management fees in excess of the
amount permitted under  subsection  7(a)(i);  (f)  compensation  paid to general
partners,  officers or executives  of Landlord  (other than the  management  fee
referred to in subsection  7(a)(i);  (g) leasing  commissions,  advertising  and
promotional  expenses;  (h) legal fees or accounting fees; (i) taxes, other than
as described in subsection  7(b); (i) any amounts  payable by Landlord by way of
indemnity or for damages or which  constitute a fine,  interest or penalty;  (j)
any  improvement  installed  or work  performed  or any  other  cost or  expense
incurred by Landlord in order to comply with the  requirements for obtaining any
permanent or temporary  certificate  of occupancy  for the Building or any space
therein or the renewal of any temporary  certificate of occupancy;  (k) any cost
representing  an amount paid for  services or materials  to a person,  firm,  or
entity  related in any manner to  Landlord or any  affiliate  of Landlord to the
extent  such amount  exceeds the amount that would be paid for such  services or
materials at the  then-existing  market rates to an  unrelated  person,  firm or
corporation;  (l) costs for which Landlord actually receives  reimbursement from
insurance,  condemnation awards or any other source and expenses for repairs and
other work caused by fire,  windstorm or other  casualty  required to be insured
under this Lease; (m) any expenses  incurred by Landlord as a result of asbestos
or other  hazardous  materials  in the  Building or on or about the  Property or
suspected  to be in the  Building  or on or about the  Property  other than as a
result of the acts or omissions of Tenant, its contractors,  invitees or agents;
(n) any costs of Landlord in  acquiring  the  Property  or in  constructing  the
Building;  (o) costs incurred for the purchase of tools and operating  equipment
(other than tools purchased solely for the Building);  (p) repairs or other work
(including  rebuilding)  occasioned  by fire,  windstorm  or other  casualty  or
condemnation; (q) fines, penalties, late payments and costs incurred by Landlord
due to  violations  of law or permits,  leases or  contracts  pertaining  to the
Building  (unless due to  violations  caused by Tenant which Tenant shall pay in
full but which shall not be included in the Annual Operating Expenses);  and (r)
repair of construction items reimbursed through warranty coverage.

                  (iii) If only part of any calendar year falls within the Term,
the Annual Operating Expenses shall be pro-rated in proportion to the portion of
such calendar year falling within the Term.  Any reasonable  common area expense
which is incurred by the office park of which the Building is a part,  including
without  limitation,  those  items  noted  on  Exhibit  D,  shall  be  allocated
proportionately  between the  buildings of the office park based upon the square
footage of each  building,  but in no event shall Tenant's share of the expenses
for the office park exceed 20% of the total of such costs. Tenant's share of the
office  park  costs  shall be added to and  paid in the same  manner  as  Annual
Operating Expenses.

                  (iv) By  April  30th of each  year  (and as soon as  practical
after the expiration or termination of this lease or at any time in the event of
a sale of the  Property),  Landlord shall provide Tenant with a statement of the
actual amount of such annual operating costs for the preceding  calendar year or
part thereof ("Operating Costs Statements"). Landlord or Tenant shall pay to the
other the amount of any deficiency or overpayment then due from one to the other
or,  at  Landlord's  option,  Landlord  may  credit  Tenant's  account  for  any
overpayment.  Tenant  shall have the right to inspect the books and records used
by Landlord in calculating the annual operating costs within 120 days of receipt
of the statement  during  regular  business hours after having given Landlord at
least 48 hours prior written notice;  provided,  however, that Tenant shall make
all payments of additional rent without delay,  and that Tenant's  obligation to
pay such  additional  rent shall not be  contingent  on any such right.  If as a
result of such  examination,  Tenant  disputes the  Operating  Costs  Statement,
Tenant shall notify  Landlord that it disputes such  Operating  Costs  Statement
setting  forth the reasons  therefor (a "Notice of  Dispute").  If Landlord  and
Tenant do not agree on the proper amount for Tenant's  Operating Costs Statement
within thirty (30) days after Tenant's Notice of Dispute to Landlord, Tenant, at
its sole cost may have such  statement  audited by an auditing  firm (paid on an
hourly basis)  selected as agreed by Tenant and Landlord.  If such audit reveals
that Tenant's Annual Operating  Expenses shall have been overstated by more than
five  percent  (5%) of the  total  Annual  Operating  Expenses,  Landlord  shall
reimburse  Tenant  for the  reasonable  cost  of the  auditor's  examination  of
Landlord's records.

                  (v) At least  ninety  (90) days  prior to each  calendar  year
Landlord shall submit to Tenant and budget and estimate of the Annual  Operating
Expenses for such year.  If the  budgeted  cost of any expense in the control of
Landlord (which costs specifically  exclude,  without limitation,  utilities and
insurance),  which is provided by a service contractor of Landlord,  exceeds the
previous  year's cost by more than 10%,  Landlord  shall obtain  Tenant's  prior
consent for the service  contract for the budgeted year, which consent shall not
be  unreasonably  withheld,  delayed  or denied.  If such  consent is not given,
Landlord  shall  obtain  three (3) bids for such  service  and shall  select the
lowest cost  provider to perform the  service.  Notwithstanding  the  foregoing,
Tenant  shall have the right to notify  Landlord of its  dissatisfaction  with a
third  party  service  provider  (other  than  utilities  or other  sole  source
providers)  hired by Landlord,  and Landlord shall,  following  discussions with
Tenant, hire a new service provider to provide such service to the Property.

         (b) Impositions. As used in this lease the term "impositions" refers to
all real  estate  taxes or their  equivalents  (including  sales taxes and gross
receipt taxes) and assessments,  which are applicable to the Term, and which are
imposed by any authority or under any law, ordinance or regulation  thereof,  or
pursuant to any recorded  covenants or agreements,  and the  reasonable  cost of
contesting any of the foregoing upon or with respect to the Property or any part
thereof,  or any  improvements  thereto.  Tenant shall pay to Landlord  with the
monthly payment of Minimum Annual Rent any imposition imposed directly upon this
lease or the Rent (defined in Section 7(g)) or amounts payable by any subtenants
or other occupants of the Premises,  or against  Landlord  because of Landlord's
estate or interest herein.

                  (i) Nothing herein contained shall be interpreted as requiring
Tenant to pay any income,  excess profits or corporate capital stock tax imposed
or  assessed  upon  Landlord,  unless  such tax or any  similar tax is levied or
assessed  in lieu of all or any part of any  imposition  or an  increase  in any
imposition.

                  (ii)  If it  shall  not be  lawful  for  Tenant  to  reimburse
Landlord for any of the impositions,  the Minimum Annual Rent shall be increased
by the amount of the  portion of such  imposition  allocable  to Tenant,  unless
prohibited by law.

                  (iii)  Tenant  may, in good  faith,  but  without  delaying or
obviating its  responsibility  to timely pay such expenses (which expenses shall
be paid a if Tenant did not  intend to  exercise  its right to so  contest  such
charge),  and at its sole expense and risk,  contest any tax payable  under this
Section 7(b).

         (c) Insurance.

                  (i) Property.  Landlord shall keep in effect insurance against
loss or damage to the Building and the Property by fire,  flood (if the Property
is located in a flood zone for which flood insurance is normally and customarily
required)  and such other  casualties as may be included  within fire,  extended
coverage and special form insurance  covering the full  replacement  cost of the
Building  (but  excluding  coverage of Tenant's  personal  property  in, and any
alterations  by Tenant to, the Premises),  and such other  insurance as Landlord
may reasonably deem  appropriate or as may be required from  time-to-time by any
mortgagee,  provided in all such instances  that such insurance is  commercially
reasonably  and  is the  type  which  is  normally  required  for  similar  type
properties in Hampton Roads, Virginia.

                  (ii)  Liability  and  Tenant's  Property.  Tenant,  at its own
expense,  shall  keep in effect  commercial  general  liability  insurance  with
respect  to the  Premises  and the  Property,  including  contractual  liability
insurance, with such limits of liability for bodily injury (including death) and
property  damage as reasonably  may be required by Landlord  from  time-to-time,
provided in all such instances that such  insurance is  commercially  reasonably
and is the type which is  normally  required  for  similar  type  properties  in
Hampton  Roads,  Virginia,  but not less than a $1,000,000  per occurrence and a
general aggregate limit of not less than $2,000,000 (which aggregate limit shall
apply  separately  to each of  Tenant's  locations  if more than the  Premises);
however, such limits shall not limit the liability of Tenant hereunder. Further,
with respect to Tenant's equipment,  fixtures, inventory improvements, and other
property of any nature or kind located at the Premises, Tenant shall maintain at
its sole cost and expense, Special Form insurance (including without limitation,
perils of flood - if the  Property  is located  in a flood zone for which  flood
insurance is normally and customarily  required) with Replacement Cost Valuation
on an Agreed Amount Basis,  which  policies  shall insure,  without  limitation,
Tenant's  business contents and business  personal  property,  including without
limitation,  coverage  for  Electronic  Data  Processing  Equipment  and  Media,
Improvements and Betterments,  Stock,  Business  Interruption and Extra Expense,
Rental Value,  Leasehold Interest, and Property of Others in their Care, Custody
and Control,  further including  without  limitation,  differing  variations and
forms of such  coverages  as they  evolve  over  time.  The  above  policies  of
insurance also shall name Landlord as an additional  insured with respect to the
Premises,  shall be written on an "occurrence"  basis and not on a "claims made"
basis,  shall provide that it is primary with respect to any policies carried by
Landlord and that any coverage  carried by Landlord  shall be excess  insurance,
shall  provide that it shall not be  cancelable  or reduced  without at least 30
days prior  written  notice to Landlord  and shall be issued in form  reasonably
satisfactory to Landlord.  The insurer shall be a responsible  insurance carrier
which is authorized  to issue such  insurance and licensed to do business in the
state in which the  Property  is located  and which has at all times  during the
Term a rating of no less than A- in the most current  edition  Best's  Insurance
Reports.  Tenant shall deliver to Landlord on or before the  Commencement  Date,
and  subsequently,  renewals  of, a  certificate  of insurance  evidencing  such
coverage and the waiver of  subrogation  described  below.

                  (iii)  Waiver of  Subrogation.  Landlord and Tenant shall have
included  in their  respective  property  insurance  policies  waivers  of their
respective  insurers'  right of subrogation  against the other party.  If such a
waiver should be unobtainable or unenforceable,  then such policies of insurance
shall state  expressly that such policies shall act be invalidated  if, before a
casualty, the insured waives the right of recovery against any party responsible
for a casualty covered by the policy.

                  (iv) Increase of Premiums. Tenant agrees not to do anything or
fail to do anything  which will  increase  the cost of  Landlord's  insurance or
which will  prevent  Landlord  from  procuring  policies  (including  commercial
general liability) from companies and in a form satisfactory to Landlord. If any
breach of the  preceding  sentence  by Tenant  causes  the rate of fire or other
insurance  to be  increased,  Tenant  shall pay the amount of such  increase  as
additional rent promptly upon being billed.

         (d)  Repairs and Maintenance; Building Management.

                  (i) Tenant at its sole expense shall  maintain the Premises in
a neat and orderly condition.

                  (ii) Landlord shall make all necessary repairs to the Premises
and  any  other  improvements   located  on  the  Property,   including  without
limitation,  responsibility  for and  repairs  and  maintenance  to the roof and
elevators  of  the  Building,   and,   provided  that  Landlord  shall  have  no
responsibility  to make any repair until Landlord has received written notice of
the need for such  repair.  Landlord  shall  operate,  manage and  maintain  the
Premises and any paved or unpaved areas  appurtenant  to the Property in a first
class manner consistent with a Class A office building.  Landlord shall maintain
and enforce all warranties and guaranties in connection with the Premises. Costs
for  maintaining  the  electrical,  HVAC for the data center of the Building and
security system of the Building shall not be part of Annual  Operating  Expenses
but shall be  maintained  in a  first-class  manner  by and paid for by  Tenant.
Tenant shall have access to the roof in accordance  with the terms of this lease
to perform such  maintenance.  The cost and  responsibility  for maintenance and
repair of structural  components,  foundation and exterior walls of the Building
shall be  Landlord's  and shall not be  included  in Annual  Operating  Expenses
unless the need for such repairs is caused by Tenant.

                  (iii) Notwithstanding anything herein to the contrary, repairs
and  replacements  to the  Property  including  the Premises  made  necessary by
Tenant's use,  occupancy or alteration of, or Tenant's  installation  in or upon
the  Property or by any act or omission of Tenant or its Agents shall be made at
the sole expense of Tenant to the extent not covered by any applicable insurance
proceeds  paid to Landlord.  Tenant shall not bear the expense of any repairs or
replacements to the Property arising out of or caused by any other tenant's use,
occupancy or alteration of, or any other tenant's  installation  in or upon, the
Property  or by any act or omission  of any other  tenant or any other  tenant's
Agents.

                  (iv) With respect to Tenant's  obligations as to the Property,
at Landlord's  option and at Tenant's  expense,  and after all applicable notice
and cure periods have expired, Landlord may comply with any repair,  replacement
or other construction requirements of the Laws and Requirements and Tenant shall
pay to Landlord all costs thereof as additional Rent.

         (e)  Utilities  and  Services.  Landlord will furnish the Premises with
electricity, heating and air conditioning,  elevator service and water and sewer
consistent  with  Tenant's  special  and usual  requirements  as they  relate to
general  Class A offices and a data center  operating  twenty-four  (24) hours a
day,  three hundred  sixty-five  (365) days a year  (including  all holidays and
weekends) in accordance with the Approved Construction Documents. Landlord shall
not be responsible or liable for any interruption in utility service,  nor shall
such   interruption   affect  the   continuation  or  validity  of  this  lease.
Notwithstanding  the  foregoing,  in the  event of an  interruption  in  utility
service, which (i) is caused solely by Landlord or (ii) is the responsibility of
Landlord hereunder,  and is within Landlord's sole control,  and if such service
is not restored within two (2) business days after  Landlord's  actual notice of
such  interruption,  Tenant's  payment of Rent  shall  abate  until the  utility
service is restored and Tenant may exercise its rights under ss.22(b).

         (f)  Janitorial  Services.  Landlord  will  provide  Tenant  with trash
removal and  janitorial  services  pursuant to a cleaning  schedule  attached as
Exhibit  "D";  however,  Tenant,  at its option and cost,  may  provide  its own
janitorial  services  for  the  Premises  so long as the  Premises  are  kept in
accordance  with  the  standards  noted in  Section  7(d)(ii),  in which  event,
Landlord's  costs for such  service  shall be  excluded  from  Annual  Operating
Expenses.

         (g) Rent.  The term  "RENT"  as used in this  lease  means the  Minimum
Annual Rent,  Annual  Operating  Expenses and any other  additional rent or sums
payable by Tenant to  Landlord  pursuant  to this  lease,  all of which shall be
deemed rent for purposes of Landlord's rights and remedies with respect thereto.
Tenant  shall pay all Rent to  Landlord  within 30 days after  Tenant is billed,
unless  otherwise  provided in this lease, and interest shall accrue on all sums
due but unpaid.

         (h) Security  Services.  Tenant shall provide security services for the
Building and no cost for Building security shall be included in Annual Operating
Expenses.

8. Signs. At Tenant's sole cost, Tenant may place signage upon the Building.  At
Tenant's sole cost,  Tenant may place interior signage within the Building.  Any
and all  exterior  signage  shall be in full  accord  with  Landlord's  standard
graphic  program  for the  office  park of  which  the  Building  is a part  and
applicable  zoning  ordinances  and other  governmental  regulations.  All signs
installed by Tenant shall be maintained  by Tenant in good  condition and Tenant
shall remove all such signs at the  termination  or expiration of this lease and
shall  repair any damage  caused by such  installation,  existence  or  removal.
Landlord  will place (i)  monument  signs at the  entrance to the office park of
which the  Building is a part and (ii)  appropriate  directional  signs so as to
identify  the  Building,   all  in  accordance  with   applicable   governmental
ordinances.

9. Alterations and Fixtures.

         (a) Subject to Section 10,  Tenant  shall have the right to install its
trade fixtures in the Premises,  provided that no such  installation  or removal
thereof  shall  affect any  structural  portion of the  Property  or any utility
lines,  communications  lines,  equipment or facilities in the Building.  At the
expiration or termination of this lease and at the option of Landlord or Tenant,
Tenant  shall  remove such  installation(s)  and, in the event of such  removal;
Tenant  shall  repair  any  damage  caused  by  such  installation  or  removal;
notwithstanding the foregoing, if Tenant, with Landlord's written consent, given
either at the time such items are installed or at the  conclusion or termination
of this lease, elects not to remove such  installation(s) at the expiration,  or
termination of this lease, all such  installations  shall remain on the Property
and become the Property of Landlord without payment by Landlord.

         (b) Except for non-structural  changes, which do not exceed $20,000 per
item and $250,000 in the aggregate in any consecutive  twelve (12) month period,
Tenant  shall  not make or  permit to be made any  alterations  to the  Premises
without  Landlord's  prior  written  consent,  which  shall not be  unreasonably
withheld,  conditioned or delayed. All such alterations shall be made in a first
class manner  consistent  with a Class A office  building.  Tenant shall pay the
costs of any required  architectural/engineering  reviews in connection with any
alteration. In making any alterations,  (i) Tenant shall deliver to Landlord the
plans,   specifications  and  necessary  permits,   together  with  certificates
evidencing that Tenant's  contractors and subcontractors have adequate insurance
coverage naming Landlord and Landlord's agent as additional  insureds,  at least
10 days prior to  commencement  thereof  and to extent  reasonably  practicable,
incorporate  any comments of Landlord to such plans into this  alteration,  (ii)
such alterations shall not impair the structural strength of the Building or any
other  improvements  or reduce the value of the  Property  or affect any utility
lines,  communications  lines,  equipment or facilities  in the Building,  (iii)
Tenant  shall comply with  Section 10 and (iv) the  occupants  of any  adjoining
property  shall not be disturbed  thereby.  All  alterations  to the Premises by
Tenant shall be the property of Tenant until the  expiration or  termination  of
this lease; at that time all such  alterations  shall remain on the Property and
become the property of Landlord  without  payment by Landlord unless Landlord or
Tenant gives written notice to the other party for the removal of same, in which
event Tenant will remove such  alterations  and repair any resulting  damage and
restore  the  Building  to its normal  useable  Class A  condition.  At Tenant's
request prior to Tenant making any alterations,  Landlord shall notify Tenant in
writing, whether Tenant is required to remove such alterations at the expiration
or  termination  of this  lease.  If Landlord  fails to respond to such  request
within ten (10) days of its receipt, such request shall be deemed disapproved by
Landlord such that the alterations  shall be removed at Landlord's option at the
conclusion or  termination of this lease.  Notwithstanding  the foregoing or any
other  provision  contained  herein to the  contrary,  Tenant may  re-carpet and
repaint  the  Premises  without  Landlord's  consent as often as it desires  and
without limitation on expense provided that the carpet is of a grade and quality
equal to or better  than that  originally  installed  in the  Premises.  No such
carpet,  if of a quality and installation  like or better than that installed by
Landlord,  shall be required to be removed by Tenant at the  conclusion  of this
lease.

         (c) Landlord  agrees that the items noted on Exhibit G,  following  its
review and approval of the specifications  therefor,  may remain at the Premises
or  shall  be  removed,  as so  noted  on  the  exhibit,  at the  expiration  or
termination of this lease.

10. Mechanic's Liens.  Tenant shall pay promptly any contractors and materialmen
who supply labor, work or materials to Tenant at the Property and shall take all
steps  permitted by law in order to avoid the imposition of any mechanic's  lien
upon all or any portion of the Property.  Should any such lien or notice of lien
be filed for work performed for Tenant other than by Landlord, Tenant shall bond
against  escrow  twice the  amount  claimed  with  Landlord's  title  company or
mortgagee or discharge  the same within 10 business days after Tenant has notice
that  the lien or claim is filed  regardless  of the  validity  of such  lien or
claim.  Nothing in this lease is intended to authorize Tenant to do or cause any
work to be done or materials to be supplied for the account of Landlord,  all of
the same to be solely for  Tenant's  account and at Tenant's  risk and  expense.
Throughout  this lease the term  "mechanic's  lien" is used to include any lien,
encumbrance or charge levied or imposed upon all or any portion of, interest in,
or  income  from  the  Property  on  account  of  any   mechanic's,   laborer's,
materialman's or construction lien or arising out of any debt or liability to or
any claim of any contractor,  mechanic,  supplier,  materialman,  or laborer and
shall  include  any  mechanic's  notice  of  intention  to file a lien  given to
Landlord or Tenant,  any stop order  given to Landlord or Tenant,  any notice of
refusal to pay naming Landlord or Tenant and any injunctive or equitable  action
brought by any person claiming to be entitled to any mechanic's lien.

11.  Landlord's  Right of Entry.  Tenant shall permit Landlord and its Agents to
enter the Premises at all reasonable times following  reasonable  notice (except
in the event of an  emergency),  for the purpose of  inspection,  maintenance or
making repairs,  alterations or additions as well as to exhibit the Premises for
the purpose of sale or mortgage  and,  during the last 6 months of the Term,  to
exhibit the Premises to any  prospective  tenant.  Landlord will make reasonable
efforts not to  inconvenience  Tenant in exercising  the foregoing  rights,  but
shall  not be  liable  for any loss of  occupation  or quiet  enjoyment  thereby
occasioned.  Notwithstanding  the foregoing,  during such entry to the Premises,
Landlord  and its Agents  shall be  accompanied  by a  representative  of Tenant
(except  in the case of  emergency);  however,  Tenant  warrants  to make such a
representative  available  to Landlord  at all  reasonable  times and  following
reasonable  notice;  however,  in the event of an  emergency,  Landlord  and its
Agents may enter the Premises at their option,  but will take reasonable efforts
to notify Tenant and to be accompanied by a representative  of Tenant.  Landlord
shall comply with Tenant's  reasonable  security procedures during such entry of
the Building.

12. Damage by Fire or Other Casualty.

         (a) If the  Premises or Building  shall be damaged or destroyed by fire
or other casualty,  Tenant promptly shall notify Landlord and Landlord,  subject
to the  conditions  set forth in this  Section 12,  shall repair such damage and
restore the  Premises to  substantially  the same  condition  in which they were
immediately  prior to such damage or destruction,  but not including the repair,
restoration or replacement of the fixtures, upgrades or alterations installed by
Tenant.  Landlord shall notify Tenant in writing,  within 30 days after the date
of the casualty,  if Landlord  anticipates  that the restoration  will take more
than 180 days from the date of the  casualty to  complete in such event,  Tenant
may terminate this lease  effective as of the date of casualty by giving written
notice to  Landlord  within  10 days  after  Landlord's  notice.  Further,  if a
casualty  occurs during the last year of the Term or any extension  thereof (and
the cost of the repair for such casualty exceeds $500,000),  Landlord may cancel
this  lease  unless  Tenant has the right to extend the Term for at least 3 more
years and does so within 30 days after the date of the casualty.

         (b) If the Premises shall be damaged or shall be rendered  untenantable
as a result of a fire or  casualty  during  the term and  Tenant  shall not have
exercised  its right to terminate  this Lease  pursuant to Section  12(a) above,
unless  otherwise  expressly  provided  herein,  Landlord  agrees to repair  and
restore the Premises in accordance with the terms hereof.  If the Premises shall
be damaged and rendered  untenantable  as a result of a fire or casualty  during
the Term and Tenant shall not have  exercised its right to terminate  this Lease
pursuant to Section 12(a) above,  and if Landlord fails to or determines it will
be  unable  to  repair  that  damage to or  otherwise  restore  (other  than the
Building's  facade) the Premises that Landlord is obligated to repair or restore
pursuant to the provisions of this lease within six (6) months after the date of
the casualty (the "Repair  Period");  then,  within ten (10) days  following the
earlier of such  determination or the expiration of the Repair Period,  Landlord
shall send to Tenant a notice  ("Landlord's  Completion  Notice") of  Landlord's
reasonable  estimate as to the time when such repairs will be completed.  Tenant
may elect to terminate this Lease by notice (the "Casualty  Termination Notice")
to Landlord given not later than ten (10) days following Tenant's receipt of any
Landlord's  Completion  Notice and ten (10) days following the conclusion of the
Repair Period if Landlord has not completed its repair or restoration. If Tenant
shall fail to timely deliver  Casualty  Termination  Notice to Landlord or shall
elect not to  terminate  this Lease,  then Tenant shall be deemed to have waived
its right to terminate  for such event  Landlord  shall  proceed to complete the
repairs  required to be performed by Landlord,  and Landlord shall  periodically
deliver  to Tenant  reports  as to  Landlord's  progress  with  respect  to such
repairs,  which repairs Landlord shall diligently  pursue.  If Landlord fails to
complete the repairs required to be performed by Landlord above, within the time
period specified in any Landlord's  Completion Notice, then within five (5) days
following the expiration of such time period, Landlord shall again send Tenant a
Landlord's  Completion Notice and Tenant again may elect to terminate this Lease
by  sending to  Landlord a Casualty  Termination  Notice.  If  Landlord  has not
provided a Landlord's  Completion Notice within five (5) days of Tenant's notice
to Landlord that it has failed to provide such notice, Tenant may terminate this
lease.  The provisions of this  paragraph  shall be applicable to every instance
where the Landlord  shall fail to complete the repairs  required to be performed
by Landlord  pursuant to this subsection within the time period specified in any
of Landlord's  Completion  Notice and Tenant shall have elected not to terminate
this Lease.

         (c) If, as the result of any fire or other  casualty,  the  Premises or
any portion  thereof  are  rendered  untenantable  for ninety (90) or more days,
Tenant shall be entitled to an abatement of Rent on a day-to-day  basis from the
date the Premises or any portion thereof became  untenantable  (which  abatement
shall be  calculated  on a  prorated  basis as to the  portion  of the  Premises
rendered  untenantable)  until such are once again  tenantable  or, in the event
that  the  Premises  was  substantially   damaged  and  Tenant  is  required  to
substantially  re-equip and re-furnish the Premises,  until Tenant  re-opens for
business in such space but in no event later than one hundred  twenty (120) days
after such space is delivered by Landlord to Tenant fully restored in accordance
with this Lease.

         (d) Landlord shall maintain a 12-month rental  coverage  endorsement or
other  comparable  form of coverage as part of its fire,  extended  coverage and
special form  insurance.  Tenant will receive an abatement of its Minimum Annual
Rent and  Annual  Operating  Expenses  to the extent the  Premises  an  rendered
untenantable.

13. Condemnation.

         (a) Termination. If (i) all of the Premises are taken by a condemnation
or otherwise for any public or quasi-public use, (ii) twenty-five  percent (25%)
or more of the  Building or the parking  spaces for the  Building (to the extent
Landlord is unable to restore such items) is so taken and the remainder  thereof
is insufficient  for the reasonable  operation of Tenant's  business in Tenant's
sole but reasonable  discretion or (iii) any of the Property is so taken and the
condemnation proceeds are insufficient to restore the remainder of the Property,
then this lease shall  terminate and all unaccrued  obligations  hereunder shall
cease as of the day before  possession is taken by the condemnor by the party or
parties and under the circumstances  noted as follows:  at either party's option
if the event  described  in (i) above  occurs,  at Tenant's  option if the event
described  (ii) above occurs or at Landlord's  option if the event  described in
(iii)  occurs;  provided,  however,  if item  (iii)  above  occurs and Tenant or
Landlord  pays the  difference  needed to restore,  Landlord  shall  restore the
Building.

         (b) Partial Taking.  If there is a condemnation  and this lease has not
been  terminated  pursuant  to this  Section,  (i)  Landlord  shall  restore the
Building  and the  improvements  which are a part of the Premises to a condition
and size as nearly  comparable as reasonably  possible to the condition and size
thereof  immediately  prior to the date upon which the condemnor took possession
and (ii) the  obligations  of Landlord  and Tenant shall be  unaffected  by such
condemnation  except that there shall be an  equitable  abatement of the Minimum
Annual Rent  according to the rental value of the Premises  before and after the
date upon which the condemnor took possession and/or the date Landlord completes
such restoration.

         (c) Award.  In the event of a  condemnation  affecting  Tenant,  Tenant
shall  have the right to make a claim  against  the  condemnor  for  moving  and
business  dislocation  damages to the extent that such claim does not reduce the
sums  otherwise  payable by the  condemnor to Landlord.  Except as aforesaid and
except as set forth in (d) below,  Tenant hereby  assigns all claims against the
condemnor to Landlord.

         (d)  Temporary  Taking.  No  temporary  taking  of the  Premises  shall
terminate  this lease or give Tenant any right to any rental  abatement.  Such a
temporary  taking  will be treated as if Tenant had sublet the  Premises  to the
condemnor  and had  assigned the  proceeds of the  subletting  to Landlord to be
applied on  account  of  Tenant's  obligations  hereunder.  Any award for such a
temporary  taking during the Term shall be applied first, to Landlord's costs of
collection and,  second.  on account of sums owing by Tenant  hereunder,  and if
such amounts applied on account of sums owing by Tenant  hereunder should exceed
the entire amount owing by Tenant for the remainder of the Term, the excess will
be paid to Tenant.

14.  Non-Abatement of Rent. Except as otherwise  expressly provided as to damage
by fire or other  casualty in Section  12(b) and as to  condemnation  in Section
13(b) and as  otherwise  specifically  noted in this  lease,  there  shall be no
abatement  or  reduction  of the Rent for any cause  whatsoever,  and this lease
shall not terminate, and Tenant shall not be entitled to surrender the Premises.

15. Indemnification.

         (a) Tenant Indemnification. Subject to Section 7(c)(iii) and 16, Tenant
will  protect,  indemnify  and hold  harmless  Landlord  and its Agents from and
against any and all claims, actions,  damages,  liability and expense (including
reasonable fees of attorneys, investigators and experts) in connection with loss
of life,  personal  injury or damage to  property in or about the  Premises  and
caused by Tenant or its Agents or  arising  out of the  occupancy  or use of the
Premises by Tenant or its Agents or  occasioned  wholly or in part by any act or
omission  of Tenant or its  Agents  except to the extent  such  loss,  injury or
damage was caused by the  negligence  of  Landlord  or its  Agents.  In case any
action or proceeding is brought against  Landlord and/or its Agents by reason of
the foregoing,  Tenant,  at its expense,  shall resist and defend such action or
proceeding, or cause the same to be resisted and defended by counsel (reasonably
acceptable  to Landlord and its Agents)  designated  by the insurer whose policy
covers  such  occurrence  or by counsel  designated  by Tenant and  approved  by
Landlord and its Agents.  Tenant's obligations pursuant to this Section 15 shall
survive the expiration or termination of this lease.

         (b) Landlord  Indemnification.  Subject to Sections  7(c)(iii)  and 16,
Landlord  will protect,  indemnify and hold harmless  Tenant and its Agents from
and  against  any  and all  claims,  actions,  damages,  liability  and  expense
(including fees of attorneys, investigators and experts) in connection with loss
of life,  personal injury or damage to property caused to any person in or about
the Premises  occasioned wholly or in part by any act or omission of Landlord or
its Agents,  except to the extent such loss,  injury or damage was caused by the
negligence of Tenant or its Agents.  In case any action or proceeding is brought
against  Tenant and/or its Agents by reason of the foregoing,  Landlord,  at its
expense, shall resist and defend such action or proceeding, or cause the same to
be resisted and  defended by counsel  (reasonably  acceptable  to Tenant and its
Agents)  designated  by the insurer  whose policy  covers such  occurrence or by
counsel designated by Landlord and approved by Tenant and its Agents. Landlord's
obligations  pursuant  to this  Section  15  shall  survive  the  expiration  or
termination of this lease.

16.  Waiver of Claims.  To the extent any claim of a party  hereto for  recovery
against  the  other  for any loss or  damage  which  may be  inflicted  upon the
property of such party: (i) is covered by insurance,  (ii) is required hereunder
to be covered by  insurance  or (iii)  arises other than solely due to the gross
negligence  of willful  misconduct  of Landlord  or Tenant,  as the case may be,
Landlord  and Tenant each hereby waive any and all such claims even if such loss
or damage shall be brought  about by the fault or  negligence of the other party
or its Agents;  provided,  however,  that such  waiver by Landlord  shall not be
effective with respect to any liability of Tenant described in Section 4(c).

17. Quiet Enjoyment.  Landlord covenants that Tenant, upon performing all of its
covenants,  agreements  and  conditions  of this  lease,  shall  have  quiet and
peaceful  possession  of the Premises as against  anyone  claiming by or through
Landlord,  subject,  however, to the exceptions,  reservations and conditions of
this lease.

18. Assignment and Subletting.

         (a) Limitation. Tenant shall not transfer this lease, voluntarily or by
operation of law.  without the prior written consent of Landlord which shall not
be withheld,  conditioned or delayed unreasonably.  However,  Landlord's consent
shall not be required in the event of any  transfer by Tenant to an affiliate of
Tenant and  provided  Tenant  delivers to Landlord the  instrument  described in
Section  (c)(iii)  below.  Any transfer not in  conformity  with this Section 18
shall be void at the option of Landlord, and Landlord may exercise any or all of
its rights under Section 23. A consent to one transfer shall not be deemed to be
a consent to any  subsequent  transfer.  "Transfer"  shall include any sublease,
assignment,  license or concession agreement,  mortgage or hypothecation of this
lease or  Tenant's  interest  therein  or in all or a portion  of the  Premises.
Notwithstanding  anything to the contrary contained herein,  without the consent
of  Landlord,  this lease may be assigned to (i) an entity  created by a merger,
reorganization  or  recapitalization  of or with Tenant,  or (ii) a purchaser of
substantially all of Tenant's assets or stock, provided, in case of both clauses
(i) and (ii), (A) Landlord shall receive notice of such  assignment from Tenant,
and (B) the Assignee and Tenant execute and deliver to Landlord an assumption of
lease pursuant to which such Assignee assumes all of Tenant's  obligations under
this  lease and  Tenant  agrees  to remain  liable  hereunder  if Tenant  exists
following such event,  (C) such  Assignment is for a valid business  purpose and
not to avoid  any  obligation  under  this  lease,  and (D) the not worth of the
surviving  entity,  purchaser or assignee  and its annual gross  revenues at the
time of such  assignment  as both equal to or greater than the net worth and the
annual  gross  revenues of Tenant as of the date of this lease or on the date of
such assignment, whichever is the lessor.

         (b) Conditions. Notwithstanding the above, the following shall apply to
any transfer, with or without landlord's consent.

                  (i) As of the date of any  transfer,  Tenant  shall  not be in
default under this lease nor shall any act or omission have occurred which would
constitute a default with the giving of notice and/or the passage of time.

                  (ii) No transfer shall relieve Tenant of its obligation to pay
the Rent and to perform all its other obligations  hereunder.  The acceptance of
Rent by Landlord from any person shall, not be deemed to be a waiver by Landlord
of any provision of this lease or to be a consent to any transfer.

                  (iii) Each transfer  shall be by a written  instrument in form
and substance  satisfactory to Landlord which shall (A) include an assumption of
liability by any  transferee of all Tenant's  obligations  and the  transferee's
ratification  of and agreement to be bound by all the  provisions of this lease,
(B) afford  Landlord the right of direct action against the transferee  pursuant
to the same  remedies as are  available  to Landlord  against  Tenant and (C) be
executed by Tenant and the transferee.

                  (iv) Tenant shall pay, within 10 days of receipt of an invoice
which  shall be no less than $250,  Landlord's  reasonable  attorneys'  fees and
costs in  connection  with  the  review,  processing  and  documentation  of any
transfer for which Landlord's consent is requested.

19.  Subordination; Mortgagee's Rights.

         (a) This lease  shall be  subordinated  to any first  mortgage or other
primary  encumbrance  now or hereafter  affecting  the  Premises,  provided that
Landlord's  mortgages or other  encumbering  party provides Tenant an SNDA, in a
form  reasonably  acceptable  to the  parties.  Although  the  subordination  is
self-operative  within 10 days after written  request,  Tenant shall execute and
deliver any further reasonable instruments confirming such subordination of this
lease and any further  instruments of attornment required by any such mortgagee.
including without limitation, any subordination,  non-disturbance and attornment
agreement ("SNDA"),  but such SNDA shall not materially alter or be inconsistent
with or contravene  the terms of this lease;  however,  any mortgagee may at any
time subordinate its mortgage to this lease, without Tenant's consent, by giving
written notice to Tenant, and thereupon this lease shall be deemed prior to such
mortgage  without  regard to their  respective  dates of execution and delivery;
provided,  however,  that such  subordination  shall not affect any  mortgagee's
right to condemnation awards, casualty insurance proceeds,  intervening liens or
any right which  shall arise  between the  recording  of such  mortgage  and the
execution  of this lease if such  mortgagee is recorded  prior to the  Effective
Date of this  lease.  Landlord  agrees  that it shall  obtain  an SNDA  from its
mortgagee  in favor of  Tenant,  as noted  above  within  30 days  from the date
requested.

         (b) It is understood and agreed that any mortgagee  shall not be liable
to Tenant for any funds paid by Tenant to Landlord unless Landlord  actually has
transferred such funds to such mortgagee.

20.  Recording;  Tenant's  Certificates.  Tenant shall not record this lease but
Landlord and Tenant shall execute a memorandum thereof in recordable form, which
may be recorded at either  party's  request and expense.  At the  conclusion  or
expiration of this lease, Tenant shall, within 5 business days of a request from
Landlord,  execute a release of the  aforesaid  memorandum.  In the event Tenant
fails to execute such document, Tenant hereby grants Landlord a limited power of
attorney  and  hereby  appoints  Landlord  its  attorney-in-fact  solely for the
purpose of executing a document whose sole purpose is to release such memorandum
of record.  Within 7 business days after  Landlord's or Tenant's written request
from time to time:

         (a) Landlord and Tenant shall execute,  acknowledge  and deliver to the
other party a written statement  certifying the Commencement Date and Expiration
Date of this lease, that this lease is in full force and effect and has not been
modified and otherwise as set forth in the form of estoppel certificate attached
as  Exhibit  "E" or with  such  modifications  as may be  necessary  to  reflect
accurately the stated facts and/or such other certifications as may be requested
by Tenant, Landlord or a mortgagee or purchaser of Landlord.

         (b) In the event  Tenant  ceases to be publicly  traded,  Tenant  shall
furnish to Landlord,  Landlord's  mortgagee,  prospective mortgagee or purchaser
reasonably requested financial information.

21. Surrender, Abandoned Property.

         (a) Subject to the terms of Sections 9(b), 12(a),  13(b) and Exhibit G,
at the expiration or termination of this lease,  Tenant  promptly shall yield up
in the same  condition,  order and repair in which they are  required to be kept
throughout the Term, the Premises and all improvements thereto, and all fixtures
and  equipment  servicing  the  Building,  ordinary  wear and tear and  casualty
excepted.

         (b) Upon or prior  to the  expiration  or  termination  of this  lease,
Tenant  shall  remove any  personal  property  from the  Property.  Any personal
property  remaining  thereafter  shall  be  deemed  conclusively  to  have  been
abandoned,  and  Landlord,  at  Tenant's  expense,  may remove,  store,  sell or
otherwise dispose of such property in such manner as Landlord may see fit and/or
Landlord may retain such property as its property.  If any part thereof shall be
sold,  then  Landlord may receive and retain the proceeds of such sale and apply
the same,  at its option,  against the expenses of the sale,  the cost of moving
and storage and any Rent due under this lease.

         (c) If Tenant, or any person claiming through Tenant, shall continue to
occupy the Premises  after the  expiration or  termination  of this lease or any
renewal  thereof,  such occupancy  shall be deemed to be under a  month-to-month
tenancy under the same terms and conditions set forth in this lease, except that
the  monthly  installment  of the Minimum  Annual  Rent  during  such  continued
occupancy  shall be 150% the amount  Applicable to the last month of the Term if
Tenant has given  Landlord at least ninety (90) days prior written  notice if it
intends to  holdover  and in such event it may  holdover  for sixty (60) days at
such rate.  Thereafter,  or in the event such prior written notice is not given,
the  Minimum  Annual  Rent  during  any  holdover  shall be  double  the  amount
applicable   to  the  last  month  of  the  term.   Anything  to  the   contrary
notwithstanding,  any holding over by Tenant  without  Landlord's  prior written
consent  shall  constitute a default  hereunder  and shall be subject to all the
remedies available to Landlord.

22.  Curing Defaults.

         (a) If Tenant  shall be in default,  beyond any  applicable  notice and
cure period, in the performance of any of its obligations  hereunder,  Landlord,
without any  obligation to do so, in addition to any other rights it may have in
law or equity, may elect to cure such default on behalf of Tenant after ten (10)
days written  notice  (except in the case of emergency or waste to the Building)
to Tenant.  Tenant  shall  reimburse  Landlord  upon demand for any sums paid or
costs incurred by Landlord in curing such default, including interest thereon on
the respective  dates of Landlord's  incurring such costs,  which sums and costs
together with interest shall be deemed additional rent.

         (b) If Landlord  shall default in the  performance or observance of any
agreement or  condition  in this lease  contained on its part to be performed or
observed,  and Landlord  shall not cure such default  within thirty (30) days or
sooner period in the event of an emergency  after notice from Tenant  specifying
the default, or, if such default is not able to be cured within such thirty (30)
day period,  Landlord  has not during such thirty (30) day period  commenced  to
cure such default and thereafter diligently and continuously pursues curing such
default,  Tenant may, at any time thereafter,  cure such default for the account
of  Landlord,  and all  reasonable  amounts paid or all  reasonable  contractual
liabilities  incurred by Tenant in so doing shall be deemed paid or incurred for
the account of Landlord, and Landlord agrees to reimburse Tenant within ten (10)
days of demand  therefore;  provided that Tenant may,  without waiving any claim
for damages on account of such breach,  cure any such default as aforesaid prior
to the expiration of said thirty (30) day period,  if the curing of such default
prior to the  expiration of said thirty (30) day period is reasonably  necessary
to protect the Premises or Tenant's  interest  therein,  or to prevent injury or
damage to persons or property so long as Tenant first uses reasonable efforts to
notify  Landlord of the need for such repair and permits  Landlord a  reasonable
opportunity to cure such default.

         (c) In the event Landlord fails to perform any repair obligations under
Section  7(d)(ii)  hereof,  Tenant shall send  Landlord  written  notice of such
failure.  If Landlord fails to initiate and diligently pursue such repair within
thirty (30) days of such notice,  Tenant shall send  Landlord is second  written
notice of such failure. If and only if Landlord fails to initiate and diligently
pursue such repair within  fifteen (15) days of such second  notice,  Tenant may
make such repair  pursuant to its rights noted in Section  22(b) above and shall
send Landlord a notice of such event. Landlord and Tenant shall then each select
an institutional  third party property manager who shall together select a third
institutional  third party  property  manager (the  "Evaluator").  The Evaluator
shall   determine   and/or   engage  other   professionals   to  assist  in  the
determination,  within thirty (30) days of its engagement,  all at the sole cost
of Tenant whether  Landlord should have performed the requested  repair pursuant
to the terms of this lease.  The parties agree that Tenant shall bear the burden
to document  the need for such repair and any such  failure  shall be  construed
against  Tenant.  The  determination  by the Evaluator  shall not be evidence of
whether such repair is required  hereunder and shall be of no affect,  except to
permit  Tenant to take the actions  noted in this Section  22(c) and shall in no
way limit Landlord's right to bring an action against Tenant for such nonpayment
of Rent, its costs incurred  pursuant to such action and interest  thereon,  and
including  without  limitation,  attorney's  fees and  costs.  If the  Evaluator
determines  that Landlord  should have performed such repair,  Tenant may offset
the commercially reasonable cost of such repair against Rent due hereunder.  If,
however,  the Evaluator  determines that the repair was not required  hereunder,
then,  without limiting Tenant's right to bring an action for the payment of the
reasonable cost of such repair if required to be made by Landlord hereunder, its
costs  incurred  pursuant to such action and  interest  thereon,  and  including
without  limitation,  attorney's fees and costs,  Tenant may not offset as noted
above and shall pay all sums due hereunder as they become due.

23. Defaults - Remedies.

         (a) Defaults. It shall be an event of default:

                  (i) If Tenant does not pay in full when due any and all Rent;

                  (ii) If Tenant  fails to  observe  and  perform  or  otherwise
breaches any other provision of this lease;

                  (iii)  If  Tenant  abandons  the  Premises,   which  shall  be
conclusively  presumed  if the  Premises  remain  unoccupied  for  more  than 10
consecutive  days, or removes at attempts to remove  Tenant's  goods or property
other than in the ordinary course of business; or

                  (iv) If Tenant  becomes  insolvent or bankrupt in any sense or
makes a general  assignment  for the benefit of creditors or offers a settlement
to creditors,  or if a petition in bankruptcy  or for  reorganization  or for an
arrangement with creditors under any federal or state law is filed by or against
Tenant,  or a bill in  equity  or  other  proceeding  for the  appointment  of a
receiver  for any of  Tenant's  assets  is  commenced,  or if any of the real or
personal property of Tenant shall be levied upon;  provided,  however,  that any
proceeding brought by anyone other than Landlord or Tenant until any bankruptcy,
insolvency,  receivership  or similar law shall not  constitute a default  under
such proceeding has continued unstayed for more than 60 consecutive days.

         (b) Remedies.  Then, and in any such event, Landlord shall have any and
all of the following rights:

                  (i) To charge a late  payment fee equal to the greater of $100
or 5% of any amount  owed to  Landlord  pursuant to this lease which is not paid
within 5 days after the due date.

                  (ii) To enter  and  repossess  the  Premises  and  remove  all
persons  and all or any  property  therefrom,  by  action  at law or  otherwise,
without being liable for prosecution or damages  therefor,  and Landlord may, at
Landlord's  option,  make alterations and repairs in order to relet the Premises
and relet all or any parts of the Premises for Tenant's  account.  Tenant agrees
to pay to  Landlord  on demand any  deficiency  that may arise by reason of such
reletting. In the event of reletting without termination of this lease, Landlord
may at any time  thereafter  elect to  terminate  this  lease for such  previous
breach.

                  (iii)  Without  limiting any other right or remedy of Landlord
pursuant to this lease,  or at law or in equity,  to elect to collect one of the
following:  (x) the amount  (the  "Deficiency")  by which (A) the Rent  reserved
under  this Lease  until the stated  expiration  date of the then  current  Term
exceeds (B) the amount of rent, if any, that Landlord  shall receive  during the
same  period  from  others to whom the  Premises  may be rented or (y) an amount
equal to the present worth (as of the date of such  termination)  of Rent which,
but for the  termination  of this  lease,  would  have  become  due  during  the
remainder  of the  Term,  less the fair  rental  value of the  Premises  for the
remainder  of the Term,  payable to Landlord in one lump sum on demand.  For the
purposes of this subparagraph,  "present worth" shall be computed by discounting
such amount to present  worth at a discount rate equal to one  percentage  point
above the  discount  rate then in effect at the Federal  Reserve Bank nearest to
the location of the Premises.

                  (iv) To terminate this lease and the Term without any right on
the part of Tenant to save the  forfeiture by payment of any sum due or by other
performance of any condition, term or covenant broken.

         (c) Grace Period.  Notwithstanding anything hereinabove stated, neither
party will  exercise any  available  right  because of any default of the other,
except those  remedies  contained in subsection  (b)(i) of this Section,  unless
such  party  shall  have  first  given 10 days  written  notice  thereof  to the
defaulting party, and the defaulting party shall have failed to cure the default
within such period; provided, however, that:

                  (i) Notwithstanding anything to the contrary herein, if Tenant
fails to comply with the  provisions of Sections 10 (in which case ten (10) days
prior  written  notice  shall be required) or 20(a) (in which case ten (10) days
prior  written  notice  shall be  required)  and in the case of emergency as set
forth in Section 22 or in the event of any  default  enumerated  in  subsections
(a)(iii) and (iv) of this Section (in which case no prior  written  notice shall
be required), the notice periods contained in this Section shall not apply.

                  (ii)  Landlord  shall  not be  required  to give  such 10 days
notice more than 2 times during any 12 month period.

                  (iii) If the  default  consists  of  something  other than the
failure to pay money which cannot  reasonably  be cured within 15 days,  neither
party will exercise any right if the defaulting party begins to cure the default
within  the 15 days and  continues  actively  and  diligently  in good  faith to
completely cure said default.

                  (iv) Tenant agrees that any notice given by Landlord  pursuant
to this Section which is served in compliance  with Section 27 shall be adequate
notice for the purpose of Landlord's exercise of any available remedies.

         (d) Non-Waiver;  Non-Exclusive.  No waiver by Landlord of any breach by
Tenant shall be a waiver of any subsequent  breach, nor shall any forbearance by
Landlord  to seek a remedy for any breach by Tenant be a waiver by  Landlord  of
any rights and remedies with respect to such or any subsequent  breach.  Efforts
by Landlord  to  mitigate  the  damages  caused by  Tenant's  default  shall not
constitute a waiver of Landlord's right to recover damages  hereunder.  No right
or remedy  herein  conferred  upon or  reserved  to  Landlord  is intended to be
exclusive of any other right or remedy provided herein or by law, but each shall
be cumulative and in addition to every other right or remedy  provided herein or
by law,  but each shall be  cumulative  and in  addition to every other right or
remedy given herein or now or hereafter existing at law or in equity. No payment
by Tenant or receipt or acceptance by Landlord of a lesser amount than the total
amount  due  Landlord  under  this  lease  shall be deemed  to be other  than on
account,  nor shall any  endorsement  or  statement  on any check or  payment be
deemed an accord and satisfaction, and Landlord may accept such check or payment
without  prejudice  to  Landlord's  right to recover the balance of Rent due, or
Landlord's right to pursue any other available remedy.

         (c) Costs and  Attorneys'  Fees.  If either  party  commences an action
against the other party  arising out of or in  connection  with this lease,  the
prevailing  party shall be entitled  to have and recover  from the losing  party
reasonable attorneys' fees, costs of suit,  investigation expenses and discovery
costs, including costs of appeal.

24. Representations.

         (a) Tenant represents to Landlord and agrees that:

                  (i) The word "Tenant" as used herein includes the Tenant named
above as well as its  successors  and assigns,  each of which shall be under the
same  obligations  and liabilities and each of which shall have the same rights,
privileges and powers as it would have  possessed had it originally  signed this
lease as Tenant.  Each and every of the persons  named above as Tenant  shall be
bound jointly and severally by the terms,  covenants  and  agreements  contained
herein. However, no such rights, privileges or powers shall inure to the benefit
of any assignee of Tenant  immediate or remote,  unless Tenant has complied with
the terms of Section 18 and the  assignment to such assignee is permitted or has
been  approved in writing by Landlord.  Any notice  required or permitted by the
terms of this lease may be given by or to any one of the persons  named above as
Tenant,  and  shall  have the same  force  and  effect  as if given by or to all
thereof.

                  (ii) If Tenant is a corporation, partnership or any other form
of business  association or entity,  Tenant is duly formed and in good standing,
and has full corporate or partnership  power and authority,  as the case may be,
to enter into this lease and has taken all corporate or partnership  action,  as
the case may be, necessary to carry out the transaction  contemplated herein, so
that when  executed,  this  lease  constitutes  a valid and  binding  obligation
enforceable  in accordance  with its terms.  Tenant shall provide  Landlord with
corporate  resolutions  or  other  proof  in  a  form  acceptable  to  Landlord,
authorizing the execution of this lease at the time of such execution.

         (b) Landlord hereby  represents to Tenant and agrees that Landlord is a
duly formed limited  partnership  and in good standing and has full  partnership
power  and  authority  to enter  into this  Lease and had taken all  partnership
action necessary to carry out the transactions  contemplated herein so that when
executed this Lease  constitutes a valid and binding  obligation  enforceable in
accordance with its terms.

25.  Liability  of Landlord.  The word  "Landlord"  as used herein  includes the
Landlord named above as well as its successors and assigns,  each of which shall
have the same rights, remedies,  powers,  authorities and privileges as it would
have had it originally signed this lease as Landlord. Any such person or entity,
whether or not named herein,  shall have no liability  hereunder after it ceases
to hold title to the Premises except for obligations already accrued (and, as to
any unapplied portion of Tenant's  Security Deposit,  Landlord shall be relieved
of all  liability  therefor  upon  transfer of such portion to its  successor in
interest) and Tenant shall look solely to  Landlord's  successor in interest for
the performance of the covenants and obligations of the Landlord hereunder which
thereafter shall accrue.  Neither Landlord nor any principal of Landlord nor any
owner of the Property, whether disclosed or undisclosed, shall have any personal
liability  with respect to any of the  provisions of this lease or the Premises,
and if Landlord is in breach or default with respect to  Landlord's  obligations
under  this  lease or  otherwise,  Tenant  shall  look  solely to the  equity of
Landlord in the Property for the satisfaction of Tenant's  claims.  No mortgagee
or ground  lessor  succeeding to the interest of Landlord  hereunder  (either in
terms of ownership or  possessory  rights)  shall be (a) liable for any previous
act or omission of a prior landlord,  (b) subject to any rental offsets,  except
as provided  herein or (c) bound by payment by Tenant of Minimum  Annual Rent in
advance in excess of one monthly installment.

26. Interpretation: Definitions.

         (a) Captions.  The captions in this lease are for convenience  only and
are not a put of this lease and do not in any way  define,  limit,  describe  or
amplify the terms and provisions of this lease or the scope or intent thereof.

         (b) Entire  Agreement.  This  lease  represents  the  entire  agreement
between the parties  hereto and there are no  collateral  or oral  agreements or
understandings  between  Landlord and Tenant with respect to the Premises or the
Property.  No rights,  easements or licenses are acquired in the Property or any
land adjacent to the Property by Tenant by  implication  or otherwise  except as
expressly  set forth in the  provisions  of this lease.  This lease shall not be
modified  in any  manner  except by an  instrument  in writing  executed  by the
parties. The masculine (or neuter) pronoun and the singular number shall include
the  masculine,  feminine and neuter genders and the singular and plural number.
The word  "including"  followed  by any  specific  items)  is deemed to refer to
examples rather than to be words of limitation. Both parties having participated
fully and equally in the negotiation  and preparation of this lease,  this lease
shall  not be more  strictly  construed,  nor  any  ambiguities  in  this  lease
resolved, against either Landlord or Tenant.

         (c) Covenants. Each covenant, agreement, obligation, term, condition or
other provision herein contained shall be deemed and construed as a separate and
independent  covenant of the party bound by, undertaking or making the same, not
dependent  on any other  provision  of this  lease  unless  otherwise  expressly
provided.  All of the terms and  conditions  set forth in this lease shall apply
throughout the Term unless otherwise expressly set forth herein.

         (d) Interest.  Wherever interest is required to be paid hereunder, such
interest shall be at the highest rate  permitted  under law but not in excess of
12.5% per annum.

         (e) Severability;  Governing Law. If any provisions of this lease shall
be declared unenforceable in any respect, such unenforceability shall not affect
any other provision of this lease, and each such provision shall be deemed to be
modified,  if  possible,  in such a manner as to render  it  enforceable  and to
preserve to the extent  possible the intent of the parties as set forth  herein.
This lease shall be construed  and enforced in  accordance  with the laws of the
state in which the Property is located.

         (f)  "Mortgage"  and  "Mortgagee."  The word  "mortgage" as used herein
includes any lien or  encumbrance on the Premises or the Property or on any part
of or interest in or  appurtenance  to any of the foregoing,  including  without
limitation any ground rent or ground lease if Landlord's  interest is or becomes
a leasehold  estate.  The word "mortgagee" as used herein includes the holder of
any mortgage, including any ground lessor if Landlord's interest is or becomes a
leasehold estate. Wherever any right is given to a mortgagee,  that right may be
exercised on behalf of such mortgagee by any  representative  or servicing agent
of such mortgagee.

         (g)  "Person."  The word  "person"  is used herein to include a natural
person,  a  partnership,  a corporation,  an  association  and any other form of
business association or entity.

27.  Notices.  Any notice or other  communication  under this lease  shall be in
writing  and  addressed  to  Landlord  or Tenant at their  respective  addresses
specified at the  beginning of this lease,  (or to such other  address as either
may  designate  by notice to the other)  with a copy to any  mortgagee  or other
party designated by Landlord. Each notice or other communication shall be deemed
given if sent by prepaid overnight delivery service or by certified mail, return
receipt requested,  postage prepaid or in any other manner, with delivery in any
case evidenced by a receipt,  and shall be deemed  received on the day of actual
receipt by the  intended  recipient  or on the business day delivery is refused.
The giving of notice by Landlord's  attorneys,  representatives and agents under
this Section shall be deemed to be the acts of Landlord;  however, the foregoing
provisions  governing the date on which a notice is deemed to have been received
shall  mean and  refer to the date on which a party to this  lease,  and not its
counsel or other  recipient to which a copy of the notice may be sent, is deemed
to have received the notice.

28.      Security Deposit.   RESERVED

29. Commission.

         (a) Tenant and Landlord represent and warrant to each other that Porter
Realty,  Inc. and The  Garibaldi  Group are the only outside  brokers or finders
that each has had any dealings,  negotiations or consultations  with relating to
the Premises or this transaction on behalf of Tenant and that no other broker or
finder  called the Premises to Tenant's  attention for lease or took any part in
any dealings,  negotiations  or  consultations  relating to the Premises or this
lease on Tenant's behalf.

         (b) Landlord  shall pay a  commission  to Porter  Realty,  Inc. and The
Garibaldi Group pursuant to the terms of a separate agreement.

         (c) Tenant agrees to be  responsible  for,  indemnify,  defend and hold
harmless  Landlord  from  and  against  all  costs,  fees  (including,   without
limitation,  attorneys'  fees),  expenses,  liabilities  and claims  incurred or
suffered by  Landlord  arising  from any breach by Tenant of Tenant's  foregoing
representation and warranty.  Landlord agrees to be responsible for,  indemnify,
defend and hold  harmless  Tenant from and against all costs,  fees  (including,
without limitation,  attorneys' fees), expenses, liabilities and claims incurred
or  suffered  by Tenant  arising  from any  breach  by  Landlord  of  Landlord's
foregoing representation and warranty.

30. Option To Extend Term (Fixed Amount Rental Increase). Provided that Landlord
has not  given  Tenant  notice  of  default  more than two (2) times in the year
preceding  the  Expiration  Date,  that there then exists no event of default by
Tenant  under this law nor any event  that with the giving of notice  and/or the
passage of time would Constitute a default, and that Tenant is the sole occupant
of at least fifty percent (50%) of the Premises, Tenant shall have the right and
option to extend the Term for the  Building  for two (2)  additional  periods of
sixty (60) months each,  exercisable by giving Landlord prior written notice, at
least one (1) year in advance of the Expiration Date of the then current Term as
to such Building,  of Tenant's election to extend the Term; it being agreed that
time is of the  essence  and that this  option  is  personal  to  Tenant  but is
transferable to any permitted  assignee or sublessee  (regardless of whether any
such  assignment  or sublease  was made with or without  Landlord's  consent) or
other  party.  Landlord and Tenant agree that this option shall not expire until
ten (10) day s after  Landlord has given Tenant  written  notice that Tenant has
failed to exercise or waive such option. Such extensions shall be under the same
terms and conditions as provided in this lease except as follows:

         (a) each  additional  period  shall  begin on the  Expiration  Date and
thereafter  the  Expiration  Date  shall be deemed  to be the fifth  anniversary
thereof;

         (b) all  references  to the Term in this lease  shall be deemed to mean
the Term as extended pursuant to this Section;

         (c) Tenant's right and option to extend the Term for two (2) additional
periods as described above shall decrease by one (1) additional  period for each
such additional period that Tenant extends the Term;

         (d) the Minimum  Annual Rent payable by Tenant for the Phase I Building
during each additional period shall be as follows:



Additional Period 1:
  Lease Year               Annual                  Monthly
----------------      ------------------      -------------------
      11                $ 932,121.51              $77,676.79
      12                $ 957,754.85              $79,812.90
      13                $ 984,093.11              $82,007.76
      14                $1,011,155.67             $84,262.97
      15                $1,038,962.45             $86,580.20




Additional Period 2:
  Lease Year               Annual                  Monthly
----------------      ------------------      -------------------
      11                $1,067,533.92             $88,961.16
      12                $1,096,891.10             $91,407.59
      13                $1,127,055.61             $93,921.30
      14                $1,158,049.64             $96,504.14
      15                $1,189,896.01             $99,158.00


31. Phase III Building Option. Tenant shall have a first right (the "First Offer
Right") to have a building (the "Phase III Building")  built on the parcel noted
on Exhibit A as Phase III (the "Phase III  Parcel").  As of the date thirty (30)
days after the date  Landlord  notifies  Tenant that it is prepared to construct
the Phase III  Building,  which  notice may not be given  earlier  than March 1,
2001,  Tenant shall commence the payment to Landlord of a monthly fee of $10,850
for Landlord's cost to carry the Phase III Parcel. Such fee shall continue until
Tenant  notifies  Landlord  that it is  interested  in  leasing  the  Phase  III
Building,  and Landlord and Tenant shall then initiate discussions regarding the
terms of a lease for the Phase III Building. Landlord and Tenant acknowledge and
agree that such a lease shall be contingent upon the parties'  executing a final
lease  document  for the Phase III  Building.  Notwithstanding  anything  to the
contrary contained herein, at any time and at such party's option, either Tenant
may notify  Landlord  or  Landlord  may notify  Tenant  that it does not wish to
proceed  with a lease  of the  Phase  III  Building  with  the  other  party  (a
"Termination  Notice"),  and the  First  Offer  Right  and the fee noted in this
Section shall then terminate and be of no further force and effect. If, however,
the  Termination  Notice is sent by Landlord,  Landlord agrees that it shall not
enter into discussions with any tenant other than Tenant for ten (10) days after
its giving a Termination  Notice regarding a lease for the Phase III Building to
allow  Tenant and Landlord to negotiate  such a lease.  Thereafter,  if Landlord
constructs  the Phase III Building as a "spec  building" - meaning that Landlord
has not entered  into  negotiations  with any tenant for a lease of a portion of
the Phase III  Building - Landlord  shall grant Tenant a right of first offer to
lease the Phase III Building on such terms as noted by Landlord in such offer.

32.  Naming  Rights.  Landlord  intends  to name the  project  encompassing  the
Building the "Liberty Executive Center"; however, Landlord reserves the right to
alter such names until Substantial Completion, at its option.

33. Parking.  The Premises shall contain at least two hundred seventy-five (275)
parking spaces.

34. Rooftop Communications  Equipment.  Tenant shall have the right, at its sole
cost and expense, which right shall not be exclusive, to install and maintain an
antenna or satellite dish or other  communications  receiving/sending  equipment
(the  "Equipment")  on the  roof  of the  Building,  subject  to the  terms  and
conditions  of  this  paragraph.  Further,  such  work  shall  be  aesthetically
pleasing,  not visible to the extent  reasonably  required by Landlord  and of a
first-class  nature.  The roof shall be  resealed  and  repaired  following  the
installation  of such  equipment.  In the event  Tenant  desires to install  and
operate the  Equipment,  Tenant shall provide prior  written  notice  thereof to
Landlord,  which notice shall include the plans and specifications (the "Plans")
for the  Equipment  prepared  by  qualified  engineers  showing  all  aesthetic,
structural,  mechanical,  and  electrical  details  thereof and of the necessary
structural and other changes to the Building  required to accommodate  the same.
Tenant  shall not install or operate  the  Equipment  unless and until  Landlord
shall have approved the Plans, which approval will not be unreasonably withheld,
conditioned or delayed.  Any and all structural,  electrical or other mechanical
changes  to the  Building  and  any and all  roof or wall  penetrations  must be
specifically  approved in writing by the  Landlord  and shall be  performed by a
contractor or contractors  approved in writing by Landlord.  The Equipment shall
be installed and operated in accordance  with the approved  Plans, in a good and
workmanlike  manner and in compliance with all applicable  federal,  state,  and
local laws, statutes, codes and ordinances and shall be properly licensed by all
applicable  governmental  authorities.  Tenant shall be solely  responsible  and
liable for the  maintenance of the  Equipment,  including the rooftop area it is
installed on,  during the Term.  Tenant shall be  responsible  for any damage to
said roof or other parts of the  Building due to the  installation,  inspection,
maintenance,  or operation of such Equipment.  Tenant's installation,  operation
and  maintenance of the Equipment  shall not in any way impair  Landlord's  roof
warranty. Upon the expiration or earlier termination of this Lease, Tenant shall
immediately remove the Equipment from the Building,  and Tenant shall repair any
damage  caused by the  removal  thereof and shall  restore  the  portions of the
Building  affected  by the  Equipment  to the  condition  existing  prior to the
installation  thereof  (ordinary  wear and  tear,  other  than as  caused by the
equipment,  excepted).  In the event Tenant fails to so remove the Equipment and
repair and restore the  Building and dispose of the  Equipment,  Landlord may do
so, at the sole risk and expense of Tenant,  and Tenant shall reimburse Landlord
for all costs and expenses  incurred in  connection  therewith  upon thirty (30)
days written notice.

35. Tenant Credits. Attached hereto as Exhibit H is a Memorandum, dated July 18,
2000, from Hourigan Martone  Construction  Corp. to Richard  Casserly,  Dendrite
International (the "Memorandum").  The Memorandum sets forth five categories for
which Tenant desires upgrades in the work in the Premises and for which Landlord
and Tenant will negotiate in good faith to determine the amount and cost of such
upgraded  systems and equipment  (the "Upgrade  Costs").  Landlord shall perform
such agreed work as part of the Approved  Construction  Documents.  Tenant shall
pay to  Landlord  the  Upgrade  Costs,  minus the  allowances  sets forth in the
Memorandum,  within  ten (10) days  after the  Commencement  Date.  In the event
Tenant  obtains a waiver for  Landlord  of any  construction  fees  included  in
Landlord's  budget  for the  construction  of the  Building,  including  without
limitation, for the City of Chesapeake and the Hampton Roads Sanitation District
water and/or sewer connection fees, the sum so not expended by Landlord shall be
a credit to Tenant  applied  against the cost of any Tenant's Work, or if not so
applied, against the Minimum Annual Rent.

36. Phase II Building.  This lease shall be contingent  upon Landlord and Tenant
executing a lease for the property  adjacent to the Property  shown on Exhibit A
as Phase II (the  "Phase II  Building").  Upon the  commencement  of the term of
Tenant's lease for the Phase II Building (the "Phase II Lease"),  the Expiration
Date  shall  be  extended  until  the date  noted  in the  Phase II Lease as the
"Expiration Date".

37.  Cross-Default.  At the sole option of Landlord,  a default under this lease
shall be deemed a default  under the Phase II Lease,  and/or a default under the
Phase II Lease shall be deemed a default hereunder.

38. Consents. When either Landlord's or Tenant's consent is required or provided
for in this lease,  unless  otherwise  specifically  noted herein,  such consent
shall not be unreasonably withheld, conditioned delayed or denied.



         IN WITNESS WHEREOF,  and in consideration of the mutual entry into this
lease and for other good and valuable consideration, and intending to be legally
bound, Landlord and Tenant have executed this lease.


Date signed:                                         Landlord:
                                                     LIBERTY PROPERTY LIMITED
9/5/00                                               PARTNERSHIP
-------------------                                  By: Liberty Property Trust,
                                                         Sole General Partner


                                                     By:      ALAN T. LINGERFELT
                                                         -----------------------
                                                     Name:  Alan T. Lingerfelt
                                                     Title:   Senior Vice
                                                               President
                                                     By:
                                                         -----------------------
                                                     Name:
                                                     Title:

Date signed:                                         Tenant:

9/1/00                                              DENDRITE INTERNATIONAL, INC.
------------------
Attest:

         MARYBETH CURTIS                    By:     JOHN E. BAILYE
---------------------------                         ---------------------------
Name:    Marybeth Curtis                    Name:   John E. Bailye
Title:   Executive Assistant                        Title: Chairman and Chief
                                                            Executive Officer




</TEXT>
</DOCUMENT>
