MANCHESTER EQUIPMENT CO INC
LANHAM LEASE
<DOCUMENT>
<TYPE>EX-10.5.L
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>LANHAM LEASE
<TEXT>

                                     LEASE


                                     BETWEEN



                             ASP WASHINGTON, L.L.C.



                                       AND



                          COASTAL OFFICE PRODUCTS, INC.



                                  FOR SPACE AT



                              5001 FORBES BOULEVARD
                                LANHAM, MARYLAND



                                 MARCH ___, 2000


<PAGE>




                                        i

                                TABLE OF CONTENTS


PARAGRAPH                                                                  PAGE
---------                                                                  ----


1.1      DEFINITIONS........................................................1
1.2      SCHEDULES AND ADDENDA .............................................2
2.1      LEASE OF PREMISES .................................................2
2.2      PRIOR OCCUPANCY ...................................................2
3.1      RENT ..............................................................3
3.2      DEPOSIT; PREPAID RENT .............................................3
3.3      OPERATING COSTS ...................................................3
3.4      TAXES .............................................................4
4.1      CONSTRUCTION CONDITIONS ...........................................5
4.2      COMMENCEMENT OF POSSESSION ........................................5
5.1      PROJECT SERVICES ..................................................5
5.2      INTERRUPTION OF SERVICES ..........................................6
6.1      USE OF LEASED PREMISES ............................................6
6.2      INSURANCE .........................................................8
6.3      REPAIRS ...........................................................9
6.4      ASSIGNMENT AND SUBLETTING .........................................9
6.5      ESTOPPEL CERTIFICATE .............................................10
7.1      SUBSTITUTE PREMISES...............................................10
7.2      ADDITIONAL RIGHTS RESERVED TO LANDLORD ...........................11
8.1      CASUALTY AND UNTENANTABILITY .....................................11
9.1      CONDEMNATION .....................................................12
10.1     WAIVER AND INDEMNITY .............................................12
10.2     WAIVER OF SUBROGATION ............................................12
10.3     LIMITATION OF LANDLORD'S LIABILITY ...............................13
11.1     TENANT'S DEFAULT .................................................13
11.2     REMEDIES OF LANDLORD .............................................13
12.1     SURRENDER OF LEASED PREMISES .....................................14
12.2     HOLD OVER TENANCY ................................................14
12.3     OPTION TO EXTEND .................................................14
13.1     QUIET ENJOYMENT ..................................................15
13.2     ACCORD AND SATISFACTION ..........................................15
13.3     SEVERABILITY .....................................................15
13.4     SUBORDINATION AND ATTORNMENT .....................................15
13.5     ATTORNEY'S FEES ..................................................16
13.6     CONSTRUCTION .....................................................16
13.7     BINDING EFFECT; GENDER ...........................................16
13.8     TIME .............................................................16
13.9     ENTIRE AGREEMENT .................................................16
13.10    NOTICES ..........................................................16
13.11    HEADINGS .........................................................16
13.12    BROKERAGE COMMISSIONS ............................................16
13.13    WAIVER OF JURY TRIAL .............................................17
13.14    AUTHORITY OF TENANT...............................................17



<PAGE>





                                      LEASE


     This Lease is made as of March ___, 2000, between ASP WASHINGTON, L.L.C., a
Delaware  limited  liability  company  ("Landlord") and COASTAL OFFICE PRODUCTS,
INC. ("Tenant").

                                   ARTICLE ONE
                       Definitions, Schedules and Addenda

1.1      DEFINITIONS:

         a. Project shall mean such portions of the  Washington  Business  Park,
located in Lanham, Prince George's County,  Maryland, as may, from time to time,
be owned by Landlord.

         b.  Building  shall mean that  certain  building,  known as Building 9,
located within the Project at 5001 Forbes  Boulevard,  Lanham,  Prince  George's
County, Maryland 20706.

     c. Leased  Premises  shall mean Suite C of the  Building,  as  described in
Schedule 1.

         d. Tenant's  Square  Footage shall mean the rentable area of the Leased
Premises,  which is  approximately  3,000  rentable  square  feet as of the date
hereof. Total Square Footage of the Building shall mean the rentable area of the
Building,  which is  approximately  81,873  rentable  square feet as of the date
hereof.  Total Square Footage of the Project shall mean the rentable area of the
Project,  which is  approximately  568,310  rentable  square feet as of the date
hereof.

         e. Lease  Commencement  Date  shall  mean  March 1, 2000,  which may be
adjusted  pursuant to Paragraph 4.2 of this Lease;  Lease  Expiration Date shall
mean February 28, 2003, which may also be adjusted  pursuant to Paragraph 4.2 of
this Lease; Lease Term shall mean the period between the Lease Commencement Date
and the Lease Expiration Date.

     f. Base  Rent  shall  mean  that set forth in the table  below and shall be
payable in monthly installments during the Lease Term.
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
              <S>                 <C>                      <C>                     <C>

                                     Monthly                   Monthly                   Total Monthly Rent
               Months               Base Rent                Oper. Costs              (Base Rent +Oper. Costs)
               ------               ---------                -----------              ------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

               1 to 12              $2,237.50                  $562.50                       $2,800.00
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

              13 to 24              $2,304.63             Adjusted Annually      $2,304.63 plus Adjusted Operating
                                                                                              Expenses
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

              25 to 36              $2,373.76             Adjusted Annually      $2,373.76 plus Adjusted Operating
                                                                                              Expenses
--------------------------------------------------------------------------------------------------------------------
</TABLE>

         g. Tenant's  Estimated Share of Operating Costs shall mean,  during the
remainder of the calendar year in which this Lease commences, $2.25 per rentable
square foot of the Leased  Premises,  payable in equal monthly  installments  of
$562.50.

         h.  Tenant's  Pro Rata  Share of the  Building  shall mean  3.66%,  and
Tenant's Pro Rata Share of the Project shall mean 0.53%,  both of which shall be
subject  to  adjustment  based on  changes  to the  rentable  area of the Leased
Premises, the Building, and/or the Project.

     i. Deposit shall mean $2,237.50.  Prepaid Rent shall mean $2,237.50,  which
represents the first monthly installment of Base Rent.


<PAGE>



     j.   Permitted  Purpose  shall mean  general  office use and the repair and
          configuration of personal computers, subject to Schedule 7 hereof, and
          no other purpose.

     k.   Managing  Agent shall mean Trammell Crow Company whose address is 4601
          Forbes Boulevard, Suite 110, Lanham, Maryland 20706.

     l.   Broker of Record shall  collectively  mean  Trammell  Crow Company and
          Mackenzie Commercial Real Estate Services LLC.

     m.   Landlord's Mailing Address:

         c/o AMRESCO Management, Inc.
         700 North Pearl Street, Suite 2400
         Dallas, Texas 75201-7424
         Attention:  Allyn Patrick.

     n.   Tenant's Mailing Address:

         Coastal Office Products
         3832 Falls Road
         Baltimore, Maryland  21211
         Attention: Hal Clasing

Notwithstanding  the foregoing,  Tenant's mailing address shall,  from and after
the Lease Commencement Date, be at the Leased Premises.

1.2  SCHEDULES  AND  ADDENDA:   The  schedules  and  addenda  listed  below  are
incorporated  into  this  Lease by  reference  unless  lined  out.  The terms of
schedules,  exhibits and typewritten  addenda,  if any, attached or added hereto
shall control over any inconsistent provisions in the paragraphs of this Lease.

         a.   Schedule 1: Description of Leased Premises/Floor Plan
         b.   Schedule 2: Rules and Regulations
         c.   Schedule 3: Intentionally Deleted
         d.   Schedule 4: Certificate of Acceptance
         e.   Schedule 5: HVAC: Maintenance Schedule
         f.   Schedule 6: Landlord's Estimate of Operating Costs
         g.   Schedule 7: Declaration of Covenants and Amendment to Declaration
              of Covenants

                                   ARTICLE TWO
                                 Leased Premises

2.1 LEASE OF PREMISES:  In  consideration of the Rent and the provisions of this
Lease,  Landlord  leases to Tenant and Tenant  accepts from  Landlord the Leased
Premises.  Tenant's  Square Footage,  Total Square Footage of the Building,  and
Total Square Footage of the Project are stipulated amounts,  based on Landlord's
method of  determining  Total Square Footage rental  purposes.  Tenant's  Square
Footage may not reflect the actual amount of floor space  available for Tenant's
use.



<PAGE>



2.2 PRIOR OCCUPANCY:  Tenant shall not occupy any portion of the Leased Premises
prior to Lease  Commencement  Date except with the express prior written consent
of Landlord.  If with  Landlord's  consent,  Tenant occupies the Leased Premises
prior to the Lease Commencement Date, Tenant shall pay Landlord Base Rent in the
amounts  specified  in  Paragraph  1.1 and  Tenant's Pro Rata Share of Operating
Costs, as defined in Paragraph 3.3, from the first day of such occupancy.  These
amounts will be payable on the first day of such occupancy and thereafter on the
first day of every  calendar  month  until the  first day of the Lease  Term.  A
prorated  monthly  installment  shall be paid for the  fraction  of the month if
Tenant's  occupancy of the Leased  Premises  commences on any day other than the
first day of the month.  If Tenant  shall  occupy the Leased  Premises  prior to
Lease  Commencement  Date,  all covenants and  conditions of this Lease shall be
binding on Tenant commencing at such prior occupancy.


                                  ARTICLE THREE
                                 Payment of Rent

3.1 RENT:  Tenant shall pay each monthly  installment of Base Rent in advance on
the  Lease  Commencement  Date  and on the  first  calendar  day of  each  month
thereafter, together with each monthly installment of Tenant's Pro Rata Share of
Operating Costs.  Monthly  installments for any fractional calendar month at the
beginning  of the Lease  Term shall be  prorated  based on the number of days in
such month and Base Rent  otherwise  payable  with respect to the first month of
the Lease Term for which Base Rent is payable.  The Base Rent payable thereafter
shall be payable as though the Lease  Commencement Date was the first day of the
first full month following the Lease Commencement Date. Base Rent, together with
all other amounts payable by Tenant to Landlord,  shall be sometimes referred to
collectively as "Rent".  Tenant shall pay all Rent, without deduction or setoff,
to Landlord or Managing  Agent at a place  specified by Landlord.  Rent not paid
when due shall bear interest until paid, at the rate of 2% per month,  or at the
maximum rate allowed by law,  whichever is less,  from the date when due. Tenant
shall  also pay a  processing  charge  of $50 with each  late  payment  of Rent.
Landlord agrees to waive the processing and interest charge for late payments of
Rent twice during any twelve month  period  during the Lease Term,  provided any
such late Rent  payment  is paid in full  within  ten (10) days of the date when
due.

3.2 DEPOSIT;  PREPAID RENT:  Tenant has paid to Landlord the Deposit and Prepaid
Rent as security for  performance of Tenant's  obligations  under this Lease. In
the event Tenant fully complies with all the terms and conditions of this Lease,
the Deposit  shall be  refunded to Tenant,  without  interest  unless  otherwise
required  by law,  upon  expiration  of this  Lease.  Landlord  may,  but is not
obligated  to, apply a portion of the Deposit to cure any default  hereunder and
Tenant  shall pay on demand the amount  necessary to restore the Deposit in full
within ten (10) days after notice by Landlord. The Prepaid Rent shall be applied
to Base Rent due with respect to the first month of the Lease Term.

3.3  OPERATING  COSTS:  Tenant  shall pay Tenant's Pro Rata Share of any Project
Operating Costs and Building Operating Costs as follows:



<PAGE>



         a.  "Project  Operating  Costs"  shall mean all  reasonable  and actual
expenses relating to the exterior and common areas of the Project, including but
not limited to: real estate taxes and  assessments;  park  association  fees and
assessments;  utilities not separately  chargeable to other  tenants;  insurance
premiums  and  (to  the  extent  used)  deductibles;  maintenance,  repairs  and
replacements;   refurbishing  and  repainting;  cleaning,  and  other  services;
equipment,   tools,  materials  and  supplies;   property  management  including
management fees; security; employees and contractors; resurfacing and restriping
of walks, drives and parking areas; signs,  directories and markers; parking lot
lighting;  landscaping;  and snow and  rubbish  removal.  Without  limiting  the
foregoing and  notwithstanding  any provision  hereof to the contrary,  "Project
Operating  Costs" shall also include any and all  obligations of Landlord to any
neighboring or other property owner for the  maintenance,  repair,  replacement,
operation,  and/or management of any roadways,  parking areas, landscaped areas,
water,  sanitary sewer, storm drainage,  or other site improvement or facilities
which  may be in common  between  the  Project  and the  property  owned by such
neighboring or other property owner.  In the event that any expense  relating to
the  exterior  or common  areas of the  Project  benefits  only a portion of the
Project,  which  portion  includes the  Building,  Landlord  may, at  Landlord's
option,  equitably  adjust such expense to reflect the portion of the Project so
benefitted.  "Building  Operating  Costs" shall mean all  reasonable  and actual
expenses  relating  to the  exterior  of the  Building  and common  areas of the
Building,  if any,  including  but not  limited  to:  utilities  not  separately
chargeable to other tenants; maintenance, repairs and replacements; refurbishing
and  repainting;  cleaning,  janitorial and other  services;  equipment,  tools,
materials and supplies;  and signs,  directories and markers.  In the event that
any expense  relating to the  exterior  of the  Building or common  areas of the
Building,  if any,  benefits  only a  portion  of the  Building,  which  portion
includes the Leased  Premises,  Landlord  may, at Landlord's  option,  equitably
adjust such expense to reflect the portion of the Building so benefitted.

"Operating  Costs" shall mean  Project  Operating  Costs and Building  Operating
Costs.  Operating  Costs shall not include  expenses  for legal  services,  real
estate brokerage and leasing  commissions,  Landlord's  federal and state income
taxes,  income  tax  accounting,  interest,   depreciation,   general  corporate
overhead,  or capital improvements to the Building or the Project except (a) for
capital  improvements  (i) installed for the purpose of reducing or  controlling
expenses,  or (ii) required by any  governmental  or other  authority  having or
asserting  jurisdiction  over the  Building or the Project and (b) as  otherwise
provided  herein.  If any expense which would otherwise  constitute an Operating
Cost for the  calendar  year during which such expense is paid relates to one or
more calendar  years other than or in addition to the calendar year during which
such  expense is paid,  such expense  will be  proportionately  allocated to the
Operating  Costs  for each  calendar  year to which  such  expense  is  related.
Similarly,  with respect to capital  expenditures to replace existing  equipment
and  machinery  necessary  to the day to day  operation  of the  Building or the
Project or common usage Building or Project components and systems, such capital
expenditures  shall be amortized on a monthly basis over the useful life thereof
(not to exceed  120  months) at an  interest  rate of twelve  percent  (12%) per
annum,  and the amount  recoverable  by Landlord as Operating  Costs in the year
during  which  any such  expenditure  is made and each  year of the  Lease  Term
thereafter  occurring  shall  equal  the sum of all such  amortization  payments
payable  during  each such  year.  In the event that the  Building  is not fully
leased during any calendar year,  Landlord may make  appropriate  adjustments to
the Building Operating Costs, using reasonable projections, to adjust such costs
to an amount that would normally be expected to be incurred if the Building were
95% leased, and such adjusted costs shall be used for purposes of this Paragraph
3.3.  "Controllable  Expenses"  shall mean all  Operating  Costs  other than any
utilities fees and charges,  insurance premiums,  and real estate taxes, in each
case payable by Landlord with respect to the Building or the Project, as well as
any expenses  incurred by Landlord in its compliance  with any law,  regulation,
ordinance,  or the like  enacted  after the date hereof by any  governmental  or
other  authority  having or  asserting  jurisdiction  over the  Building  or the
Project.  For purposes of calculating  Operating  Expenses and Tenant's Pro Rata
Share of Expense Increases,  increases in Controllable  Expenses shall be capped
at ten percent (10.0%) per annum.

         b. Tenant shall pay, in equal monthly  installments,  Tenant's Pro Rata
Share of any estimated Project Operating Costs and Building  Operating Costs for
each  calendar  year  which  falls (in whole or in part)  during  the Lease Term
(prorated  for any partial  calendar  year at the  beginning or end of the Lease
Term),  which with respect to Building  Operating  Costs for calendar  year 2000
shall mean Tenant's Estimated Share of Operating Costs.  Annually,  or from time
to time, based on actual and projected  Operating Cost data, Landlord may adjust
its estimate of Operating  Costs  upward or downward.  Within  fifteen (15) days
after notice to Tenant of a revised  estimate of Operating  Costs,  Tenant shall
remit to Landlord a sum equal to any  shortage of the amount  which  should have
been  paid to date for the  then  current  calendar  year  based on the  revised
estimate,  and all subsequent  monthly estimated  payments shall be based on the
revised estimate.

         c. As soon as possible, after the first day of each year Landlord shall
compute the actual Project Operating Costs and Building  Operating Costs for the
prior calendar year, and shall give notice thereof to Tenant. Within thirty (30)
days after  receipt of such  notice,  Tenant  shall pay any  deficiency  between
estimated and actual in Tenant's Pro Rata Share of any  Operating  Costs for the
prior calendar year (prorated for any partial  calendar year at the beginning or
end of the Lease Term).  In the event of overpayment  by Tenant,  Landlord shall
apply the  excess to the next  payment of Rent when due,  until  such  excess is
exhausted or until no further payments of Rent are due, in which case,  Landlord
shall pay to Tenant the  balance  of such  excess,  as the same may be  adjusted
based on the actual Project and/or Building Operating Costs for the then current
calendar  year,  within thirty (30) days after Landlord has given notice of such
actual  Operating  Costs to Tenant in accordance with the first sentence of this
Paragraph.



<PAGE>



3.4  TAXES:  In  addition  to Base  Rent  and  other  sums to be paid by  Tenant
hereunder,  Tenant shall (to the extent not paid  directly by Tenant)  reimburse
Landlord, as additional Rent, on demand, any taxes payable by Landlord (a) upon,
measured  by,  or  reasonably  attributable  to the cost or  value  of  Tenant's
equipment,  fixtures and other personal  property located in the Leased Premises
or by the  cost or  value  of any  leasehold  improvements  made  to the  Leased
Premises by Tenant or Landlord, regardless of whether title to such improvements
is held by  Tenant or  Landlord;  (b) upon or  measured  by the  monthly  rental
payable  hereunder,  including,  without  limitation,  any gross receipts tax or
excise tax, but excluding Landlord's federal and state income taxes; (c) upon or
with respect to the possession,  leasing,  operation,  management,  maintenance,
alteration,  repair,  use or occupancy  by Tenant of the Leased  Premises or any
portion thereof;  (d) upon this Lease or any document to which Tenant is a party
creating or  transferring an interest or an estate in the Leased Premises (other
than upon the recordation of this Lease (or a memorandum  hereof) by Landlord or
any mortgagee of the Building).

                                  ARTICLE FOUR
                                  Improvements

4.1  CONSTRUCTION  CONDITIONS:  Tenant  acknowledges  that it has  inspected and
accepts  the  Building  and  the  Leased  Premises  in  their  present,  "as-is"
condition, in the configuration described in Schedule 1, and as suitable for the
purpose for which the Leased  Premises  are leased.  Execution  of this Lease by
Tenant shall be deemed  conclusively to establish that the Building,  the Leased
Premises,  and all other improvements are in good and satisfactory  condition as
of the  execution  and delivery  hereof.  Tenant  further  acknowledges  that no
representations as to the repair of the Leased Premises,  nor promises to alter,
remodel or improve the Leased  Premises have been made by Landlord,  unless such
are expressly set forth in this Lease Agreement.

4.2  COMMENCEMENT OF POSSESSION:  If the Leased  Premises are not  substantially
completed by the scheduled Lease  Commencement Date then the Lease  Commencement
Date shall be  extended  to a date five (5) days  after  Landlord  shall  notify
Tenant that the Leased  Premises are ready for  occupancy.  In such an event the
Lease  Expiration Date shall be extended by one (1) full calendar month for each
calendar month, or portion thereof,  by which the Lease  Commencement Date is so
extended.  If  Landlord  fails to cause  the  Leased  Premises  to be ready  for
occupancy at the time of the scheduled  Lease  Commencement  Date,  Landlord and
Landlord's agents,  officers,  employees, or contractors shall not be liable for
any damage,  loss, liability or expense caused thereby, and this Lease shall not
become void or voidable.  Prior to occupying the Leased  Premises,  Tenant shall
execute  and  deliver to  Landlord a letter in the form  attached as Schedule 4,
acknowledging  the Lease  Commencement Date and certifying that the Improvements
have been substantially  completed and that Tenant has examined and accepted the
Leased  Premises.   If  Tenant  fails  to  deliver  such  letter,  Tenant  shall
conclusively be deemed to have made such  acknowledgment  and  certification  by
occupying the Leased Premises.

                                  ARTICLE FIVE
                                Project Services

5.1 PROJECT  SERVICES:  Landlord  shall  furnish (i) Utility  Services  (defined
below)  to the  Leased  Premises  and any HVAC  units  which  serve  the  Leased
Premises,  (ii) Maintenance Services (defined below), and (iii) Parking (defined
below).

         a. "Utility  Services" shall mean gas,  electricity,  water,  and other
utilities used or consumed. Tenant shall be solely (and, to the extent permitted
by the applicable  utility company,  directly)  responsible for and promptly pay
all charges for Utility Services with respect to the Leased  Premises.  Landlord
shall  maintain  and repair  those  systems  necessary  to provide  such Utility
Services  (other than (i) those systems  located within the Leased  Premises and
serving the Leased  Premises  exclusively,  the repair and  maintenance of which
shall be  performed  by Tenant at Tenant's  sole cost and expense and (ii) those
systems  located  outside of the Leased Premises and serving the Leased Premises
exclusively,  the repair and maintenance of which shall be performed by Landlord
at  Tenant's  sole cost and  expense)  but  shall  not be  liable to Tenant  for
interruption  in  or  curtailment  of  any  utility  service,   nor  shall  such
interruption  or curtailment  constitute a constructive  eviction or grounds for
rental abatement (except to the extent Landlord may receive proceeds from rental
abatement insurance for the Leased Premises) in whole or in part.



<PAGE>



         b. "Maintenance Services" shall mean the maintenance of all parking and
exterior areas, which maintenance shall include lighting,  gardening,  cleaning,
sweeping  and  painting  and the  maintenance  and repair of the exterior of the
Building, its structural portions, and the roof.

         c. "Parking" means the  nonexclusive  access,  in common with all other
tenants in the  Project  and  subject to  Schedule 7 hereof,  to parking  areas,
driveways,  walkways and service areas  appurtenant  to the  Building.  Landlord
shall  have the  right at any time and from  time to time to  change  the  size,
location,  elevation or nature of the common parking areas,  including the right
to locate additional structures thereon and to close portions thereof.  Landlord
reserves the right, at its discretion,  to designate reserved parking spaces and
areas and, if Landlord  requests,  Tenant shall cause its employees and invitees
to park in designated areas.  Tenant's right to use the Building's parking areas
shall be allocated on a nonexclusive  basis in proportion to that portion of the
Building  leased  by  Tenant  as the same may be  adjusted  for  changes  in the
rentable area of the Leased Premises or the Building.

         d. Utility Services,  Maintenance Services, and Parking described above
shall be collectively referred to as "Project Services". The costs of Landlord's
obligations with respect to Project Services shall be a part of Operating Costs.
Tenant shall be responsible  for all other services  required in connection with
the Leased Premises.

5.2 INTERRUPTION OF SERVICES:  Landlord does not warrant that any of the Project
Services will be free from interruption. Any Project Service may be suspended by
reason of accident or of necessary repairs,  alterations or improvements,  or by
strikes or  lockouts,  or by reason of  operation  of law, or causes  beyond the
reasonable  control of Landlord.  Subject to possible  rent  abatement as may be
provided  pursuant  to the  conditions  described  in  Paragraph  8.1,  any such
interruption or  discontinuance of such Project Services shall never be deemed a
disturbance  of Tenant's use and  possession of the Leased  Premises,  or render
Landlord  liable to Tenant for damages by  abatement  of rent or  otherwise,  or
relieve Tenant from performance of Tenant's obligations under this Lease.

                                   ARTICLE SIX
                               Tenant's Covenants

6.1      USE OF LEASED PREMISES: Tenant agrees to:

     a. Permitted Usage: Use the Leased Premises for the Permitted  Purpose only
and for no other purpose.

         b.  Compliance  with  Laws:  At  Tenant's  expense,   comply  with  the
provisions  of all  recorded  covenants,  conditions  and  restrictions  and all
building,  zoning, fire and other governmental laws, ordinances,  regulations or
rules now in force or which may  hereafter be in force  relating to Tenant's use
and  occupancy  of the Leased  Premises,  the  Building,  or the Project and all
requirements  of the  carriers of insurance  covering the Project.  In the event
that a building, zoning, fire, or other governmental law, ordinance, regulation,
or rule which is now or  hereafter  becomes  applicable  to the Leased  Premises
requires that  alterations  or  improvements  be made to the Leased  Premises in
order to  comply  therewith,  regardless  of the  cause  thereof  or the  reason
therefor,  Tenant shall,  at Tenant's  expense and subject to Paragraph  6.1(e),
make such alterations or improvements as may be required by such law, ordinance,
regulation,  or rule, in which event  Landlord's  approval  thereof shall not be
unreasonably withheld, conditioned, or delayed.

         c. Nuisances or Waste: Not do or permit anything to be done in or about
the Leased  Premises,  or bring or keep anything in the Leased Premises that may
increase  Landlord's fire and extended coverage  insurance  premium,  damage the
Building or the Project,  constitute waste, constitute an immoral purpose, or be
a nuisance,  public or  private,  or menace or other  disturbance  to tenants of
adjoining premises or anyone else.



<PAGE>



         d.  Hazardous  Substances:  (i)  comply  with  all  Environmental  Laws
(hereinafter  defined);  (ii) not cause or permit any Hazardous  Materials to be
treated,  stored,  disposed of, generated,  or used in the Leased Premises,  the
Building,  or the  Project,  provided,  however,  that Tenant may store,  use or
dispose of products customarily found in offices and used in connection with the
operation and maintenance of property if Tenant complies with all  Environmental
Laws and does not contaminate the Leased Premises, Project or environment; (iii)
promptly after  receipt,  deliver to Landlord any  communication  concerning any
past or  present,  actual or  potential  violation  of  Environmental  Laws,  or
liability of either party for Environmental  Damages.  "Environmental Laws" mean
all applicable  present and future  statutes,  regulations,  rules,  ordinances,
codes, permits or orders of all governmental agencies, departments, commissions,
boards,  bureaus, or  instrumentalities  of the United States,  states and their
political   subdivisions  and  all  applicable   judicial,   administrative  and
regulatory  decrees and judgments relating to the protection of public health or
safety or of the  environment.  "Hazardous  Materials" mean substances (A) which
require  remediation  under any  Environmental  Laws; or (B) which are or become
defined as a "hazardous waste", "hazardous substance",  pollutant or contaminant
under any  Environmental  Laws;  or (C) which are toxic,  explosive,  corrosive,
flammable,  infectious,  radioactive,  carcinogenic  or mutagenic;  or (D) which
contain petroleum hydrocarbons,  polychlorinated biphenyls,  asbestos,  asbestos
containing materials or urea formaldehyde.

         e. Alterations and Improvements: Make no alterations or improvements to
the  Leased  Premises  without  the  prior  written  approval  of  Landlord  and
Landlord's  mortgagee,  if any. Any such  alterations or  improvements by Tenant
shall  be done in a good and  workmanlike  manner,  at  Tenant's  expense,  by a
licensed   contractor   approved  by  Landlord  in  conformity  with  plans  and
specifications  approved  by  Landlord  and  subject to  Schedule  7 hereof.  If
requested  by  Landlord,  Tenant will post a bond or other  security  reasonably
satisfactory  to Landlord to protect  Landlord  against  liens arising from work
performed for Tenant.  Landlord's  approval of the plans and  specifications for
Tenant's alterations or improvements shall create no responsibility or liability
on  the  part  of  Landlord  for  their  completeness,  design  sufficiency,  or
compliance  with all laws,  rules and  regulations of  governmental  agencies or
authorities.  However,  Tenant may, without  Landlord's consent but with written
notice to Landlord, perform decorative and cosmetic alterations and improvements
to the Leased  Premises,  such as painting,  wall covering,  and installation of
movable partitions five feet (5') high or less, which do not affect the Building
structure or systems.  Tenant hereby indemnifies and holds Landlord harmless for
any  claims,  loss,  costs,  or damages  incurred  or  suffered  by  Landlord in
connection with any alterations and improvements made by Tenant.

         f. Liens:  Keep the Leased Premises,  the Building and the Project free
from liens arising out of any work performed, materials furnished or obligations
incurred  by or for  Tenant.  If, at any time,  a lien or  encumbrance  is filed
against the Leased Premises, the Building or the Project as a result of Tenant's
work,  materials or  obligations,  Tenant shall promptly  discharge such lien or
encumbrance. If such lien or encumbrance has not been removed within thirty (30)
days from the date it is filed, Tenant agrees to deposit with Landlord cash or a
bond, which shall be in a form and be issued by a company acceptable to Landlord
in its sole discretion, in an amount equal to 150% of the amount of the lien, to
be held by Landlord as security for the lien being discharged.

     g. Rules and Regulations:  Observe, perform and abide by all the reasonable
rules and regulations promulgated by Landlord from time to time. Schedule 2 sets
forth Landlord's rules and regulations in effect on the date hereof.



<PAGE>



         h.  Signage:  Subject to  Schedule 7 hereof,  obtain the prior  written
approval of the Landlord  before  placing any sign or symbol in doors or windows
or  elsewhere  in or about the  Leased  Premises,  or upon any other part of the
Building or the Project,  including building  directories.  Any signs or symbols
which have been placed without  Landlord's  approval may be removed by Landlord.
All signs and symbols  shall be kept in good  condition and repair and in proper
operating order at all times.  Upon expiration or termination of this Lease, all
signs  installed by Tenant  shall be removed by Tenant and any damage  resulting
therefrom  shall be promptly  repaired  (which  repair  shall  include,  without
limitation,  the  repainting  and/or  replacement,  as the case may be,  of such
portions of the  Building's  fascia  surface as may be  necessary to return such
facia surface to the same (or a better)  condition  than its condition as of the
date  hereof).  At  Landlord's  option,  such  removal and repair may be done by
Landlord and the cost charged to Tenant as Rent.  All costs incurred by Landlord
or Tenant with respect to the design, construction,  and/or installation of such
signage, including the application for or issuance of any permits or any similar
charges, shall be the responsibility of Tenant.

Tenant hereby acknowledges that the Building and the Leased Premises are subject
to and encumbered by that certain  Declaration of Covenants,  as amended by that
certain  Amendment to Declaration of Covenants,  a copy of which Declaration and
which Amendment is attached as Schedule 7 hereto.

6.2      INSURANCE:

         a. Tenant shall,  at its own expense,  procure and maintain  during the
Lease Term: (i) fire and extended  casualty  insurance  covering  Tenant's trade
fixtures,  merchandise  and  other  personal  property  located  in  the  Leased
Premises,  in an amount not less than one hundred percent (100%) of their actual
replacement  cost,  and (ii)  worker's  compensation  insurance  in at least the
statutory amounts, and (iii) commercial general liability insurance with respect
to the Leased Premises and Tenant's activities in the Leased Premises and in the
Building and the Project, providing bodily injury and broad form property damage
coverage  with a maximum  $5,000  deductible,  or such other amount  approved by
Landlord in writing, and minimum coverage as follows:

     1. $1,000,000 with respect to bodily injury or death to any one person;

     2.   $5,000,000  with respect to bodily  injury or death arising out of any
          one occurrence;

     3.   $1,000,000  with respect to property  damage or other loss arising out
          of any one occurrence.

Nothing in this Paragraph 6.2 shall prevent  Tenant from obtaining  insurance of
the kind and in the amounts  provided for under this  paragraph  under a blanket
insurance  policy  covering  other  properties  as well as the Leased  Premises,
provided,  however,  that any such policy of blanket insurance (i) shall specify
the  amounts of the total  insurance  allocated  to the Leased  Premises,  which
amounts shall not be less than the amounts  required by subparagraphs a. through
c. above,  and (ii) such amounts so specified shall be sufficient to prevent any
one of the assureds from becoming a coinsurer within the terms of the applicable
policy,  and (iii)  shall,  as to the Leased  Premises,  otherwise  comply as to
endorsements and coverage with the provisions of this paragraph.

Tenant's  insurance  shall be with a  company  which  has a  rating  equal to or
greater  than  Best's  Insurance  Reports  classification  of A,  Class X or its
equivalent,  as such  classification is determined as of the Lease  Commencement
Date. Landlord and Landlord's  mortgagee,  if any, shall be named as "additional
insureds" under Tenant's insurance, and such Tenant's insurance shall be primary
and noncontributing with Landlord's insurance. Tenant's insurance policies shall
contain  endorsements   requiring  thirty  (30)  days  notice  to  Landlord  and
Landlord's mortgagee, if any, prior to any cancellation,  lapse or nonrenewal or
any reduction in amount of coverage.

Tenant  shall  deliver  to  Landlord  as a  condition  precedent  to its  taking
occupancy of the Leased Premises  certificates of insurance (with respect to the
liability  policy) and evidence of insurance or equivalent  (with respect to the
property policy), or certified copies of either of the policies.

         b. Landlord shall secure and maintain throughout the term of this Lease
insurance (the cost of which shall be a Building  Operating Cost) in amounts and
form within Landlord's sole discretion:

          1. Fire insurance with extended coverage  endorsements  attached in an
     amount  sufficient  for  Landlord  to not be  deemed  a  co-insurer  of the
     Building (with any deductible being the responsibility of Landlord);



<PAGE>



          2. Comprehensive  Public Liability Insurance  (including bodily injury
     and property  damage  insurance)  for the Project (not including the Leased
     Premises or other tenant occupied space);

          3. Rental  Abatement  Insurance  against  abatement of loss of rent in
     case of fire or other casualty.

          4.  Landlord  may, but is not  obligated  to (A)  purchase  such other
     insurance (i) customarily  purchased,  from time to time, by the owners and
     managers of buildings  comparable to the Building in the  Washington,  D.C.
     area and/or (ii) required from time to time by Landlord's lender and (B) in
     either case, treat the cost thereof as a Building Operating Cost.  Landlord
     may charge Tenant with any excess cost of the  insurance  described in this
     subparagraph due to the particular use of the Leased Premises by Tenant.

6.3  REPAIRS:  Tenant,  at its  sole  expense,  shall  be  responsible  for  all
maintenance  and  repairs  to  the  Leased  Premises,  including  those  systems
necessary to provide  Utility  Services to the Leased Premises which are located
within and serve the Leased Premises exclusively,  other than those Landlord has
explicitly agreed to provide as Project  Services.  Tenant agrees to maintain in
good  repair the  Leased  Premises  together  with all  mechanical,  electrical,
plumbing and  ventilation  systems  located  within (or above) and servicing the
Leased  Premises  exclusively.  Schedule 5  outlines  the  minimum  scope of the
service  contract to be obtained by Tenant,  at Tenant's sole expense,  for HVAC
maintenance.  If Tenant  fails to maintain  or keep the Leased  Premises in good
repair and such failure  continues for five (5) days after  written  notice from
Landlord  or if such  failure  results in a nuisance  or health or safety  risk,
Landlord may perform any such required  maintenance and repairs, in either case,
the cost thereof  shall be payable by Tenant as Rent within  thirty (30) days of
receipt of an invoice from  Landlord.  Tenant shall also pay to Landlord (i) the
costs to maintain and repair those systems necessary to provide Utility Services
to the  Leased  Premises  which are  located  outside  of and  serve the  Leased
Premises  exclusively  and (ii) the cost of any  repair to the  Building  or the
Project necessitated by any act or neglect of Tenant.

6.4 ASSIGNMENT AND SUBLETTING:  Tenant shall not assign,  mortgage,  pledge,  or
encumber  this  Lease,  or permit all or any part of the Leased  Premises  to be
subleased   without  the  prior  written  consent  of  Landlord  and  Landlord's
mortgagee,  if any,  which  consent  (with  respect  to  Landlord)  shall not be
unreasonably  withheld  or  delayed.  Any  transfer  of this  Lease  by  merger,
consolidation,  reorganization or liquidation of Tenant, or by operation of law,
or change  in  ownership  of or power to vote the  majority  of the  outstanding
voting stock of a corporate  Tenant,  or by change in ownership of a controlling
partnership interest in a partnership Tenant, shall constitute an assignment for
the purposes of this paragraph. Notwithstanding the foregoing, Tenant shall have
the right to assign or sublease part or all of the Leased Premises to any of its
subsidiaries,  affiliates or any parent  corporation of Tenant or to a successor
entity of greater net worth than Tenant  with prior  written  notice to Landlord
provided that (i) Tenant  continues to be primarily liable on its obligations as
set forth herein;  (ii) any such assignee or sublessee shall assume and be bound
by all covenants and obligations of Tenant herewith; (iii) the proposed assignee
or  sublessee  is, in  Landlord's  good faith  judgment,  compatible  with other
tenants  in the  Building  and  seeks to use the  Leased  Premises  only for the
Permitted  Purpose;  and (iv) such use would not result in a material  change in
the number of personnel  working in, or members of the general public  visiting,
the Leased Premises.



<PAGE>



In addition to other reasonable bases,  Tenant hereby agrees that Landlord shall
be deemed to be reasonable  in  withholding  its consent,  if: (a) such proposed
assignment  or  sublease  is for a term of less than the whole of the  remaining
Lease Term or such  proposed  sublease  is for a portion of the Leased  Premises
which  is not,  in  Landlord's  sole  but  reasonable  judgement,  independently
leaseable;  or (b) such  proposed  assignment or sublease is to any party who is
then a tenant of the Building or the Project if Landlord has comparable area; or
(c)  Tenant  is in  default  under  any of  the  terms,  covenants,  conditions,
provisions and agreements of this Lease at the time of request for consent or on
the  effective  date of  such  subletting  or  assignment;  or (d) the  proposed
subtenant or assignee is, in Landlord's good faith judgment,  incompatible  with
other  tenants  in the  Building,  or seeks  to use any  portion  of the  Leased
Premises  for a use  not  consistent  with  other  uses in the  Building,  or is
financially  incapable of assuming  the  obligations  of this Lease;  or (e) the
proposed  assignee of sublessee or its  business is subject to  compliance  with
additional requirements of the law (including related regulation) commonly known
as the "Americans with  Disabilities  Act" beyond those  requirements  which are
applicable to the Tenant,  unless the proposed  assignee or sublessee shall: (i)
first  deliver  plans and  specifications  for  complying  with such  additional
requirements and obtain  Landlord's  consent  thereto,  and (ii) comply with all
Landlord's  conditions  for or  contained  in such  consent,  including  without
limitation, requirements for security to assure the lien-free completion of such
improvements. Tenant shall submit to Landlord the name of a proposed assignee or
subtenant, the terms of the proposed assignment or subletting, the nature of the
proposed  subtenant's  business and such  information  as to the  assignee's  or
subtenant's  financial  responsibility  and general  reputation  as Landlord may
reasonably require.

No subletting or  assignment,  even with the consent of Landlord,  shall relieve
Tenant of its primary obligation to pay the Rent and to perform all of the other
obligations  to be  performed by Tenant  hereunder.  The  acceptance  of Rent by
Landlord  from any other  person  or entity  shall not be deemed to be waiver by
Landlord of any  provision  of this Lease or to be a consent to any  assignment,
subletting or other  transfer.  Consent to one  assignment,  subletting or other
transfer shall not be deemed to constitute consent to any subsequent assignment,
subletting or transfer.

In lieu of giving  any  consent to a sublet or an  assignment  of all the Leased
Premises,  Landlord may, at Landlord's option, elect to terminate this Lease. In
the case of a proposed subletting of a portion of the Leased Premises,  Landlord
may, at  Landlord's  option,  elect to terminate  the Lease with respect to that
portion of the Leased Premises being proposed for subletting. The effective date
of any such termination  shall be thirty (30) days after the proposed  effective
date of any proposed assignment or subletting.

One-half of any  proceeds in excess of Base Rent and  Tenant's Pro Rata Share of
Operating  Costs  which is  received  by Tenant  pursuant  to an  assignment  or
subletting  consented  to by Landlord,  less  reasonable  brokerage  commissions
actually paid by Tenant,  and less other costs  incurred by Tenant in connection
with  making the space  available  for lease,  shall be  remitted to Landlord as
extra Rent  within ten (10) days of receipt  by  Tenant.  For  purposes  of this
paragraph,  all money or value in  whatever  form  received by Tenant from or on
account of any party as  consideration  for an assignment or subletting shall be
deemed  to  be  proceeds  received  by  Tenant  pursuant  to  an  assignment  or
subletting.

6.5  ESTOPPEL  CERTIFICATE:  From time to time and  within  ten (10) days  after
request by  Landlord,  Tenant  shall  execute and deliver a  certificate  to any
proposed lender or purchaser,  or to Landlord,  together with a true and correct
copy of this Lease,  certifying with any appropriate  exceptions,  (i) that this
Lease is in full force and effect without  modification  or amendment,  (ii) the
amount of Rent  payable by Tenant and the amount,  if any,  of Prepaid  Rent and
Deposit  paid by Tenant to Landlord,  (iii) the nature and kind of  concessions,
rental or  otherwise,  if any,  which  Tenant has  received  or is  entitled  to
receive, (iv) that Tenant has not assigned its rights under this Lease or sublet
any portion of the Leased  Premises,  (v) that Landlord has performed all of its
obligations due to be performed under this Lease and that there are no defenses,
counterclaims,  deductions or offsets  outstanding or other excuses for Tenant's
performance  under this Lease,  (vi) that such proposed  lender or purchaser may
rely on the information  contained in the certificate,  and (vii) any other fact
reasonably requested by Landlord or such proposed lender or purchaser.








<PAGE>

                                 ARTICLE SEVEN
                           Landlord's Reserved Rights

7.1 SUBSTITUTE PREMISES:  Landlord shall have the right at any time, upon giving
Tenant sixty (60) days written  notice,  to relocate at  Landlord's  expense the
Leased Premises elsewhere in the Project,  provided that Tenant's Square Footage
shall be approximately the same and such space is otherwise  comparable,  in the
reasonable discretion of Landlord. Should Landlord give Tenant written notice of
the  relocation of the Leased  Premises  after Tenant has commenced or completed
the approved  installation of partitions or other  improvements,  Landlord shall
furnish Tenant with similar  partitions or other  improvements of equal quality.
Landlord  hereby agrees to pay expenses  resulting  from  relocating  the Tenant
including moving expenses,  telephone  installation,  computer wires, wiring and
installation,  and the cost of  stationery  to replace  that made  obsolete as a
result of the move. The  relocation of the Leased  Premises shall not affect any
of the clauses or conditions of this Lease, including the Rent.

7.2 ADDITIONAL RIGHTS RESERVED TO LANDLORD: Without notice and without liability
to Tenant or without  effecting  an eviction or  disturbance  of Tenant's use or
possession,  Landlord  shall have the right to (i) grant  utility  easements  or
other  easements  in, or replat,  subdivide  or make other  changes in the legal
status of the land underlying the Building or the Project as Landlord shall deem
appropriate in its sole discretion,  provided such changes do not  substantially
interfere  with Tenant's use of the Leased  Premises for the Permitted  Purpose;
(ii) enter the Leased Premises at reasonable  times and at any time in the event
of an emergency to inspect,  alter or repair the Leased Premises or the Building
and to perform any acts related to the safety,  protection,  reletting,  sale or
improvement  of the Leased  Premises or the  Building;  (iii) change the name or
street  address of the Building or the Project;  (iv) install and maintain signs
on and in the Building and the Project,  subject to Paragraph 6.1(h) hereof; and
(v) make such  reasonable  rules and  regulations  as, in the sole  judgment  of
Landlord,  may be needed  from time to time for the safety of the  tenants,  the
care and  cleanliness of the Leased  Premises,  the Building and the Project and
the preservation of good order therein.

                                  ARTICLE EIGHT
                          Casualty and Untenantability

8.1  CASUALTY  AND  UNTENANTABILITY:  If  the  Building  is  made  substantially
untenantable  or if  Tenant's  use and  occupancy  of the  Leased  Premises  are
substantially  interfered with due to damage to the common areas of the Building
or if the Leased  Premises are made wholly or partially  untenantable by fire or
other  casualty,  Landlord may, by notice to Tenant within  forty-five (45) days
after the damage,  terminate this Lease. Such termination shall become effective
as of the date of such casualty.

If the Leased  Premises  are made  partially or wholly  untenantable  by fire or
other  casualty and this Lease is not  terminated  as provided  above,  Landlord
shall  restore the Leased  Premises to the  condition  they were in on the Lease
Commencement  Date, not including any personal property of Tenant or alterations
performed by Tenant.

If the Landlord does not terminate  this Lease within such  forty-five  (45) day
period, as provided above, and Landlord fails, subject to force majeure,  within
150 days  thereafter to restore the damaged  common areas,  thereby  eliminating
substantial interference with Tenant's use and occupancy of the Leased Premises,
or fails to restore  the Leased  Premises to the  condition  they were in on the
Lease  Commencement  Date,  not including any personal  property or  alterations
performed by Tenant,  Tenant may terminate  this Lease as of the end of such 150
day period,  provided that Tenant provides  Landlord with ten (10) business days
prior written notice  thereof.  In the event that,  prior to the end of such ten
(10)  business  day  period,  Landlord  completes  such  restoration,   Tenant's
termination  notice shall be deemed rescinded,  and this Lease shall continue in
full force and effect as though such notice had not been given.

In the event of termination of this Lease pursuant to this paragraph, Rent shall
be prorated on a per diem basis and paid to the date of the casualty,  except to
the extent  that the Leased  Premises  shall be  tenantable,  in which case Rent
shall be  payable  to the date of the lease  termination  with  respect  to such
tenantable  portion  of  the  Leased  Premises.   If  the  Leased  Premises  are
untenantable and this Lease is not terminated by Landlord, Rent shall abate on a
per diem basis from the date of the casualty until the Leased Premises are ready
for occupancy by Tenant. If part of the Leased Premises are  untenantable,  Rent
shall be prorated on a per diem basis and  apportioned  in  accordance  with the
part of the Leased  Premises which is usable or used by Tenant until the damaged
part is ready for Tenant's  occupancy.  Notwithstanding  the  foregoing,  if any
damage was  proximately  caused by an act or omission of Tenant,  its employees,
agents,  contractors,  licensees or invitees, then, in such event, Tenant agrees
that Rent shall not abate or be diminished during the term of this Lease.




<PAGE>


                                  ARTICLE NINE
                                  Condemnation

9.1 CONDEMNATION: If all or any part of the Leased Premises shall be taken under
power of eminent domain or sold under imminent threat to any public authority or
private entity having such power,  this Lease shall  terminate as to the part of
the Leased  Premises so taken or sold,  effective as of the date  possession  is
required to be delivered to such authority. In such event, Base Rent shall abate
in the ratio that the portion of Tenant's  Square Footage taken or sold bears to
Tenant's Square Footage. If a partial taking or sale of the Leased Premises, the
Building  or the Project  (i)  substantially  reduces  Tenant's  Square  Footage
resulting in a  substantial  inability of Tenant to use the Leased  Premises for
the  Permitted  Purpose,  or  (ii)  renders  the  Building  or the  Project  not
commercially viable to Landlord in Landlord's sole opinion, either Tenant in the
case of (i), or Landlord in the case of (ii), may terminate this Lease by notice
to the other party within thirty (30) days after the terminating  party receives
written  notice of the portion to be taken or sold.  Such  termination  shall be
effective when the portion is taken or sold. All condemnation awards and similar
payments  shall be paid and belong to  Landlord,  except any amounts  awarded or
paid  specifically  to Tenant for removal and  reinstallation  of Tenant's trade
fixtures, personal property or Tenant's moving costs.

                                   ARTICLE TEN
                              Waiver and Indemnity

10.1  WAIVER AND  INDEMNITY:  Except  for those  claims  arising  from the other
party's  (a)  breach  of  this  Lease,  (b)  gross  negligence,  or (c)  willful
misconduct, Landlord and Tenant each, to the extent permitted by law, waives all
claims it may have  against  the  other,  and  against  the  other's  agents and
employees for any damages sustained thereby or (with respect to Tenant only) any
occupant of the Leased  Premises,  or by any other  person,  resulting  from any
cause  arising at any time.  Landlord  and  Tenant  each agree to hold the other
harmless  and  indemnified  against  claims and  liability  for  injuries to all
persons and for damage to or loss of property  occurring  in or about the Leased
Premises or the Building,  due to the indemnifying  party's breach of this Lease
or any act of  negligence  or  default  under  this  Lease  by such  party,  its
contractors, agents, employees, licensees and invitees. Landlord and Tenant each
agrees to indemnify,  defend,  reimburse and hold the other harmless against any
Environmental  Damages  incurred  by the  other  arising  from the  indemnifying
party's breach of Paragraph 6.1 (d) of this Lease. "Environmental Damages" means
all claims,  judgments,  losses, penalties,  fines,  liabilities,  encumbrances,
liens,  costs and reasonable  expenses of  investigation,  defense or good faith
settlement  resulting  from  violations of  Environmental  Laws,  and including,
without  limitation:  (i) damages for personal  injury and injury to property or
natural   resources;   (ii)  reasonable  fees  and  disbursement  of  attorneys,
consultants,  contractors,  experts  and  laboratories;  and (iii)  costs of any
cleanup,  remediation,   removal,  response,  abatement,  containment,  closure,
restoration or monitoring work required by any Environmental Law and other costs
reasonably  necessary  to restore full  economic  use of the Leased  Premises or
Project.  The obligations of Landlord and Tenant under this Paragraph 10.1 shall
expressly survive the expiration or sooner termination of this Lease.

10.2 WAIVER OF SUBROGATION: Tenant and Landlord release each other and waive any
right of recovery  against each other for loss or damage to the waiving party or
its  respective  property,  which  occurs in or about the Leased  Premises,  the
Building,  or the Project,  whether due to the negligence of either party, their
agents, employees, officers,  contractors,  licensees, invitees or otherwise, to
the extent  that such loss or damage  would be covered by the fire and  extended
coverage  insurance  policies  required to be  maintained  by the waiving  party
hereunder.  Tenant and Landlord agree that all policies of insurance obtained by
either of them in connection with the Leased Premises shall contain  appropriate
waiver of subrogation clauses.



<PAGE>



10.3 LIMITATION OF LANDLORD'S LIABILITY:  The obligations of Landlord under this
Lease  do  not  constitute  personal  obligations  of the  individual  partners,
shareholders,  directors,  officers, employees or agents of Landlord, and Tenant
shall look solely to Landlord's  interest in the Building and to no other assets
of Landlord for  satisfaction of any liability in respect of this Lease.  Tenant
will not seek recourse against the individual partners, shareholders, directors,
officers,  employees or agents of Landlord or any of their  personal  assets for
such  satisfaction.  Notwithstanding  any  other  provisions  contained  herein,
Landlord shall not be liable to Tenant, its contractors, agents or employees for
any consequential damages or damages for loss of profits.

                                 ARTICLE ELEVEN
                    Tenant's Default and Landlord's Remedies

11.1  TENANT'S  DEFAULT:  It shall be an "Event of Default" if Tenant  shall (i)
fail to pay any monthly  installment  of Base Rent or Tenant's Pro Rata Share of
Operating  Costs, or any other sum payable  hereunder within ten (10) days after
such payment is due and payable; (ii) violate or fail to perform any conditions,
covenants,  or agreements  herein made by Tenant respecting  Tenant's  insurance
requirements  as specified in Paragraph 6.2, and such violation or failure shall
continue for five (5) business  days after written  notice  thereof to Tenant by
Landlord;  (iii)  violate  or  fail  to  perform  any of the  other  conditions,
covenants or  agreements  herein made by Tenant,  and such  violation or failure
shall  continue for fifteen (15) days after written  notice thereof to Tenant by
Landlord;  provided,  however,  if such  default  is of a nature  that it cannot
reasonably  be cured  within  fifteen  (15)  days,  it shall  not be an Event of
Default if Tenant  commences  to cure  within such  fifteen  (15) day period and
diligently  prosecutes  such  cure to  completion  within  the  time  reasonably
required  for such cure,  not to exceed  sixty  (60)  days;  (iv) make a general
assignment for the benefit of its creditors or file a petition for bankruptcy or
other  reorganization,  liquidation,  dissolution or similar relief;  (v) have a
proceeding filed against Tenant seeking any relief mentioned in (iv) above; (vi)
have a trustee,  receiver or  liquidator  appointed  for Tenant or a substantial
part of its  property;  (vii)  abandon  or vacate the  Leased  Premises  and any
portion of Rent is  delinquent;  (viii)  default under any other lease,  if any,
within  the  Building  or the  Project;  or (ix) if  Tenant  is or  (whether  by
reorganization, merger, acquisition, or otherwise) becomes a partnership, if any
partner of the partnership is involved in any of the acts or events described in
subparagraphs (i) through (viii) above.

11.2 REMEDIES OF LANDLORD: If an Event of Default occurs,  Landlord, may, at its
option, within five (5) days after written notice to Tenant,  reenter the Leased
Premises,  remove all persons therefrom, take possession of the Leased Premises,
and remove all of Tenant's  personal  property at Tenant's risk and expense and,
either (i) terminate  this Lease and Tenant's  right of possession of the Leased
Premises or (ii)  maintain  this Lease in full force and effect and  endeavor to
relet all or part of the  Leased  Premises  on behalf  of  Tenant.  In the event
Landlord  elects to maintain this Lease,  Landlord shall have the right to relet
the  Leased  Premises  for such  rent  and upon  such  terms as  Landlord  deems
reasonable and necessary,  and Tenant shall be liable for all damages  sustained
by Landlord,  including  but not limited to, (a) any  deficiency in Rent for the
period of time which would have remained in the Lease Term in the absence of any
termination,  leasing fees,  attorneys'  fees,  other  marketing and  collection
costs,  (b) the cash value of any concessions  granted to a new tenant,  and (c)
all other  expenses  of placing  the Leased  Premises  in first  class  rentable
condition. Landlord retains the right to terminate this Lease under this Section
11.2, at any time,  notwithstanding  that Landlord fails to terminate this Lease
initially.  If Landlord  is unable  after  diligent  efforts to relet the Leased
Premises  within sixty (60) days after  termination of this Lease,  Landlord may
elect at any time  thereafter  to have Tenant  immediately  pay,  as  liquidated
damages  and  not as a  penalty,  all  Rent  then  due  and  the  present  value
(discounted at ten percent (10%)) of all Rent which would have become due (based
on Base Rent and Tenant's Pro Rata Share of Operating  Costs payable at the time
of such  election) for the period of time which would have remained in the Lease
Term in the absence of any termination.

The  remedies  granted to  Landlord  herein  shall be  cumulative  and shall not
exclude any other remedy  allowed by law, and shall not prevent the  enforcement
of any claim  Landlord may have against  Tenant for  anticipatory  breach of the
unexpired  term  of this  Lease,  including  without  limitation,  a  claim  for
attorney's fees incurred by Landlord.




<PAGE>

                                 ARTICLE TWELVE
                                   Termination


12.1 SURRENDER OF LEASED  PREMISES:  On expiration of this Lease, if no Event of
Default exists, Tenant shall surrender the Leased Premises in the same condition
as when the Lease Term commenced, ordinary wear and tear or damage from casualty
excepted.  Except for  furnishings,  trade fixtures and other personal  property
installed  at  Tenant's  expense  and not  affixed to the Leased  Premises,  all
alterations,  additions  or  improvements,  whether  temporary  or  permanent in
character,  made in or upon the Leased  Premises,  either by Landlord or Tenant,
shall be Landlord's property and at the expiration or earlier termination of the
Lease Term shall remain on the Leased Premises  without  compensation to Tenant,
except if requested by Landlord, Tenant, at its expense and without delay, shall
remove any alterations, additions or improvements made to the Leased Premises by
Tenant designated by Landlord to be removed, and repair any damage to the Leased
Premises or the Building  caused by such removal.  If Tenant fails to repair the
Leased  Premises,  Landlord may complete such repairs and Tenant shall reimburse
Landlord  for such  repair and  restoration.  Landlord  shall have the option to
require  Tenant to remove all of its  property.  If Tenant  fails to remove such
property as required under this Lease, Landlord may dispose of such property (by
sale or otherwise) in its sole discretion  without any liability to Tenant,  and
further may charge the cost of any such  disposition to Tenant and/or offset the
same against any proceeds from the sale of such property.

12.2 HOLDOVER TENANCY: If Tenant shall holdover after the Lease Expiration Date,
Tenant  shall be deemed a tenant at  sufferance.  During  such  tenancy,  Tenant
agrees to pay to Landlord,  monthly in advance, an amount equal to two (2) times
the Rent which would  otherwise  become due (based on Base Rent and Tenant's Pro
Rata Share of Operating  Costs payable for the last full  calendar  month of the
Lease Term,  together with all other amounts payable by Tenant to Landlord under
this  Lease),  and to be bound by all of the  terms,  covenants  and  conditions
herein  specified.  Upon Tenant's  surrender of the Leased  Premises as provided
herein,  such  portion  of the Rent paid  which may be  allocable  to the period
following  such  surrender  may, in addition  to all other  rights and  remedies
hereunder, at law, in equity, or otherwise, be credited by Landlord to any other
amounts owed to or damages  incurred by Landlord as a result of such holdover or
otherwise  or,  if no such  amounts  are owed or  damages  have  been  incurred,
refunded  to Tenant.  If  Landlord  relets the Leased  Premises  or any  portion
thereof  to a new  tenant  and the term of such new lease  commences  during the
period for which Tenant holds over,  Landlord  shall also be entitled to recover
from Tenant all costs and expenses,  attorneys fees,  damages or loss of profits
incurred by Landlord as a result of Tenant's  failure to deliver  possession  of
the  Leased  Premises  to  Landlord  when  required  under this  Lease.  Nothing
contained in this Paragraph 12.2 shall be deemed or otherwise construed to limit
Landlord's  rights to recover  damages from Tenant under any other  provision of
this Lease,  and the rights and remedies  contained in this Paragraph 12.2 shall
be  cumulative  with respect to each other and with respect to any and all other
rights and remedies of Landlord hereunder, at law, in equity, or otherwise.

12.3     OPTION TO EXTEND:

         a.  Notwithstanding  any  provision  of  this  Lease  to the  contrary,
provided that,  both at the time of the exercise of the option  hereinafter  set
forth  and at the time of  commencement  of the  Renewal  Term  (as  hereinafter
defined), (i) this Lease is in full force and effect, and (ii) Tenant is (A) not
then in default  hereunder  beyond the expiration of any  applicable  notice and
cure period  provided  for in this Lease and (B) in  occupancy of at least fifty
percent  (50%) of the Leased  Premises  for the  purpose of  conducting  its own
business,  Tenant is hereby  granted  the option to renew the Lease Term for one
(1) additional  period of two (2) years (the "Renewal Term"),  such Renewal Term
to commence upon the day  immediately  following the Lease  Expiration  Date, as
defined without regard to the Renewal Term.  Tenant shall exercise its option to
renew by delivering  notice of such exercise (the "Renewal  Notice") to Landlord
not less than 180 days nor more  than 240 days  prior to such  Lease  Expiration
Date, time being of the essence with respect to such exercise.

         b. The Renewal Term shall be upon the same terms and conditions of this
Lease except that (i) the Base Rent during the Renewal Term shall be the greater
of  (A)  the  fair  market  rental  rate,   including  any  annual  fair  market
escalations,  for space comparable to and within the recognized submarket of the
Leased Premises,  as determined by Landlord in its reasonable  discretion or (B)
one hundred three percent (103%) of the Base Rent payable  hereunder  during the
last  twelve  (12)  months of the  Lease  Term  (excluding  the  Renewal  Term),
escalated by three percent (3.00%) annually  thereafter;  (ii) Tenant shall have
no option to renew the Lease Term beyond the expiration of the Renewal Term; and
(iii) the Leased  Premises shall be delivered in their condition as of the Lease
Expiration Date, as defined without regard to the Renewal Term.



<PAGE>



         c.  Except for the  renewal  option set forth  above in this  Paragraph
12.3,  this Lease may only be extended  beyond the Lease  Expiration Date by the
parties  executing a new lease or an amendment  hereto, in each case in form and
substance  acceptable  to both  Landlord  and Tenant in their  respective  sole,
absolute,  and  subjective  discretion.  Except as  expressly  set forth in this
Paragraph 12.3, no proposal, offer, correspondence, or the like shall be legally
binding  upon  Landlord  or  Tenant  unless  and until  the  terms  thereof  are
incorporated into such a new lease or amendment hereto.

                                ARTICLE THIRTEEN
                                  Miscellaneous

13.1  QUIET  ENJOYMENT:  If and so long as  Tenant  pays all Rent and  keeps and
performs  each and every term,  covenant and condition  herein  contained on the
part of Tenant to be kept and  performed.  Tenant shall quietly enjoy the Leased
Premises without hindrance by Landlord.

13.2  ACCORD AND  SATISFACTION:  No receipt  and  retention  by  Landlord of any
payment  tendered by Tenant in  connection  with this Lease shall  constitute an
accord and satisfaction,  or a compromise or other  settlement,  notwithstanding
any  accompanying  statement,  instruction  or other  assertion  to the contrary
unless Landlord expressly agrees to an accord and satisfaction,  or a compromise
or other settlement,  in a separate writing duly executed by Landlord.  Landlord
will be entitled to treat any such payments as being  received on account of any
item or items of Rent,  interest,  expense or damage due in connection herewith,
in such amounts and in such order as Landlord may determine at its sole option.

13.3  SEVERABILITY:  The  parties  intend  this  Lease to be  legally  valid and
enforceable in accordance with all of its terms to the fullest extent  permitted
by law. If any term hereof shall be invalid or unenforceable,  the parties agree
that such term shall be  stricken  from this Lease to the extent  unenforceable,
the  same  as  if it  never  had  been  contained  herein.  Such  invalidity  or
unenforceability  shall  not  extend to any other  term of this  Lease,  and the
remaining terms hereof shall continue in effect to the fullest extent  permitted
by law, the same as if such stricken term never had been contained herein.

13.4  SUBORDINATION  AND  ATTORNMENT:  Tenant  acknowledges  that this  Lease is
subject  and  subordinate  to all leases in which  Landlord is lessee and to any
mortgage or deed of trust now in force  against the Building and to all advances
made or hereafter to be made  thereunder,  or any  amendments  or  modifications
thereof.  Tenant also agrees that this Lease shall be subject and subordinate to
any future leases in which  Landlord is lessee and to any future first  mortgage
or deed of trust  hereafter  in force  against the  Building and to all advances
made or hereafter to be made  thereunder,  or any  amendments  or  modifications
thereof  (all such  existing  and future  leases,  mortgages  and deeds of trust
referred to collectively as "Superior Instruments").  Tenant also agrees that if
the holder of any Superior  Instrument elects to have this Lease superior to its
Superior  Instrument and gives notice of its election to Tenant, then this Lease
shall be superior  to the lien of any such lease,  mortgage or deed of trust and
all renewals,  replacements and extensions thereof,  whether this Lease is dated
before or after such lease,  mortgage or deed of trust.  If requested in writing
by Landlord or any first  mortgagee or ground lessor of Landlord,  Tenant agrees
to execute a subordination  agreement  required to further effect the provisions
of this paragraph.

In the event of any transfer in lieu of foreclosure or termination of a lease in
which Landlord is lessee or the foreclosure of any Superior Instrument,  or sale
of the Building pursuant to any Superior Instrument, Tenant shall attorn to such
purchaser,  transferee or lessor and recognize such party as landlord under this
Lease,  provided such party acquires and accepts the Leased Premises  subject to
this Lease.  The  agreement  of Tenant to attorn  contained  in the  immediately
preceding sentence shall survive any such foreclosure sale or transfer.

13.5  ATTORNEY'S  FEES: If the services of an attorney are required by any party
to secure  the  performance  under this  Lease or  otherwise  upon the breach or
default of the other party to this Lease, or if any judicial remedy is necessary
to enforce or interpret any provision of this Lease,  the prevailing party shall
be entitled to reasonable attorney's fees, costs and other expenses, in addition
to any other relief to which such prevailing party may be entitled.


<PAGE>



13.6  CONSTRUCTION:  This Lease shall be construed  according to the laws of the
state in which the Leased Premises are located.  Notwithstanding the drafting of
this Lease by  Landlord,  this Lease shall not be  construed  against  Landlord.
Except as otherwise  provided herein, to the extent that any provision hereof is
subject to the consent or approval of Landlord,  such consent or approval may be
withheld or conditioned in Landlord's sole, absolute, and subjective discretion.

13.7 BINDING EFFECT;  GENDER:  This Lease shall be binding upon and inure to the
benefit of the parties and their  successors  and assigns.  It is understood and
agreed that the terms  "Landlord"  and  "Tenant'  and verbs and  pronouns in the
singular number are uniformly used  throughout this Lease  regardless of gender,
number or fact of incorporation of the parties hereto.

13.8     TIME: Time is of the essence of this Lease.

13.9 ENTIRE  AGREEMENT:  This Lease and the schedules  and addenda  attached set
forth all the  covenants,  promises,  agreements,  representations,  conditions,
statements and understandings  between Landlord and Tenant concerning the Leased
Premises and the Building  and the  Project,  and there are no  representations,
either oral or written  between them other than those in this Lease.  This Lease
shall not be  amended or  modified  except in  writing  signed by both  parties.
Failure to exercise any right in one or more instances shall not be construed as
a waiver of the right to strict performance or as an amendment to this Lease.

13.10 NOTICES: Any notice or demand provided for or given pursuant to this Lease
shall be in  writing  and  served  on the  parties  at the  addresses  listed in
Paragraph  1.1 (n) and  Paragraph  1.1  (o).  Any  notice  shall be  either  (i)
personally delivered to the addressee set forth above, in which case it shall be
deemed  delivered  on the date of  delivery to said  addressee;  or (ii) sent by
registered or certified mail/return receipt requested, in which case it shall be
deemed delivered three (3) business days after being deposited in the U.S. Mail;
(iii) sent by a nationally  recognized overnight courier, in which case it shall
be deemed  delivered one (1) business day after  deposit with such  courier;  or
(iv) sent by  telecommunication  ("Fax")  during normal  business hours in which
case it shall be deemed  delivered  on the day sent,  provided  an  original  is
received by the addressee after being sent by a nationally  recognized overnight
courier  within one (1) business day of the Fax. The  addresses  and Fax numbers
listed in Paragraphs 1.1 (n) and 1.1 (o) may be changed by written notice to the
other parties,  provided,  however, that no notice of a change of address or Fax
number shall be effective  until the date of delivery of such notice.  Copies of
notices  are for  informational  purposes  only and a failure to give or receive
copies of any notice shall not be deemed a failure to give notice.

13.11 HEADINGS: The headings on this Lease are included for convenience only and
shall not be taken into  consideration in any construction or  interpretation of
this Lease or any of its provisions.

13.12  BROKERAGE  COMMISSIONS:  Tenant and Landlord each represents to the other
that no  broker  or agent  was  instrumental  in  procuring  or  negotiating  or
consummating this Lease other than Broker of Record whose  compensation shall be
paid (directly or indirectly) by Landlord, and Tenant and Landlord each agree to
defend,  indemnify  and hold  harmless the other party  against any loss,  cost,
expense or liability for any compensation,  commission, fee or charge, including
reasonable  attorney's fees, resulting from any claim of any other broker, agent
or finder  claiming under or through the  indemnifying  party in connection with
this Lease or its negotiation.

13.13 WAIVER OF JURY TRIAL:  Landlord and Tenant each hereby waives all right to
trial by jury in any claim,  action,  proceeding or counterclaim by either party
against the other on any matters  arising  out of or in any way  connected  with
this Lease,  the  relationship  of Landlord  and Tenant  and/or  Tenant's use or
occupancy of the Leased Premises.



<PAGE>



13.14 AUTHORITY OF TENANT: If Tenant is a corporation,  partnership,  or limited
liability  company,  the  individual  executing  this  Lease on  behalf of said,
corporation,  partnership,  or limited liability company represents and warrants
that he is duly  authorized  to execute and deliver this Lease on behalf of said
corporation,  partnership,  or limited  liability company and that this Lease is
binding upon said corporation, partnership, or limited liability company.

SUBMISSION OF THIS  INSTRUMENT  FOR  EXAMINATION OR SIGNATURE BY TENANT DOES NOT
CONSTITUTE A  RESERVATION  OF OR OPTION FOR LEASE,  AND IT IS NOT EFFECTIVE AS A
LEASE OR OTHERWISE UNTIL EXECUTION AND DELIVERY BY BOTH LANDLORD AND TENANT.

This Lease is executed as of the date first written above.

TENANT:                                     LANDLORD:

COASTAL OFFICE PRODUCTS, INC.               ASP WASHINGTON, L.L.C.,
                                            a Delaware limited liability company


By:  __________________________             By: __________________________
     Name:                                      Name:
     Title:                                     Title:


27483-1
2069-029


<PAGE>



                                   SCHEDULE 1
                     DESCRIPTION OF THE PREMISES/FLOOR PLAN




<PAGE>



                                   SCHEDULE 2
                              RULES AND REGULATIONS

1. The sidewalks,  entrances,  halls, corridors,  elevators and stairways of the
Building  and the  Project  shall  not be  obstructed  or used as a  waiting  or
lounging  place by tenants,  and their agents,  servants,  employees,  invitees,
licensees and visitors.  All entrance doors leading from any Leased  Premises to
the hallways are to be kept closed at all times.

2. In case of invasion,  riot,  public  excitement or other commotion,  Landlord
also reserves the right to prevent access to the Building during the continuance
of same.  Landlord  shall in no case be liable for damages for the  admission or
exclusion of any person to or from the Building.

3.  Landlord  will furnish  Tenant with two keys to each door lock on the Leased
Premises,  and Landlord may make a reasonable charge for any additional keys and
access cards requested by any tenant. No tenant shall have any keys made for the
Leased  Premises;  nor  shall any  tenant  alter any  lock,  or  install  new or
additional  locks or bolts,  on any door without the prior  written  approval of
Landlord which shall not be unreasonably withheld. If Landlord approves any lock
alteration  or addition,  Tenant shall supply  Landlord  with a key for any such
lock or bolt. Tenant,  upon the expiration or termination of its tenancy,  shall
deliver to Landlord  all keys and access  cards in Tenant's  possession  for all
locks and bolts in the Building.

4. No tenant  shall  cause  any  unnecessary  labor by  reason of such  tenant's
carelessness or  indifference in the  preservation of good order and cleanliness
of the Leased Premises.  Tenants will see that (i) the windows are closed,  (ii)
the doors securely  locked,  and (iii) all water faucets and other utilities are
shut off (so as to prevent  waste or damage) each day before  leaving the Leased
Premises. In the event tenant must dispose of crates, boxes, etc. which will not
fit into office waste paper baskets,  it will be the responsibility of tenant to
dispose of same. In no event shall tenant set such items in the public  hallways
or other areas of the  Building or garage  facility,  excepting  tenant's  owned
Leased Premises, for disposal.

5. No iron safe or other heavy or bulky  object shall be delivered to or removed
from the Building, except by experienced safe men, movers or riggers approved in
writing by Landlord.  All damage done to the Building by the delivery or removal
of such items, or by reason of their presence in the Building,  shall be paid to
Landlord, immediately upon demand, by the tenant by, through, or under whom such
damage was done. There shall not be used in any space, or in the public halls of
the  Building,  either by tenant or by  jobbers or others,  in the  delivery  or
receipt of  merchandise,  any hand  trucks,  except those  equipped  with rubber
tires.

6. Tenant shall not cover or obstruct any skylights, windows, doors and transoms
that  reflector  admit  light  into  passageways  or into any other  part of the
Building.

7. The toilet rooms, toilets,  urinals, wash bowls and water apparatus shall not
be used for any purpose other than for those for which they were  constructed or
installed, and no sweepings,  rubbish, chemicals, or other unsuitable substances
shall be thrown or placed  therein.  The  expense of any  breakage,  stoppage or
damage resulting from  violation(s) of this rule shall be borne by the tenant by
whom,  or by whose  agents,  employees,  invitees,  licensees or visitors,  such
breakage, stoppage or damage shall have been caused.

8. No sign, name, placard,  advertisement or notice visible from the exterior of
any Leased Premises, shall be inscribed, painted or affixed by any tenant on any
part of the  Building  or the  Project  without  the prior  written  approval of
Landlord.  All signs or letterings on doors, or otherwise,  approved by Landlord
shall be  inscribed,  painted  or  affixed  at the sole cost and  expense of the
tenant, by a person approved by Landlord.



<PAGE>



9. No signaling,  telegraphic  or telephonic  instruments  or devices,  or other
wires,  instruments or devices,  shall be installed by Tenant in connection with
any Leased  Premises  without  the prior  written  approval  of  Landlord.  Such
installations,  and the boring or cutting  for wires,  shall be made at the sole
cost and expense of the tenant and under  control  and  direction  of  Landlord.
Landlord  retains,  in all cases,  the right to require (i) the installation and
use of such  electrical  protecting  devices  that prevent the  transmission  of
excessive  currents  of  electricity  into or  through  the  Building,  (ii) the
changing  of wires and of their  installation  and  arrangement  underground  or
otherwise as Landlord may direct,  and (iii) compliance on the part of all using
or  seeking  access to such  wires with such  rules as  Landlord  may  establish
relating  thereto.  All such wires used by tenants must be clearly tagged at the
distribution  boards and junction boxes and elsewhere in the Building,  with (i)
the number of the Leased Premises to which said wires lead, (ii) the purpose for
which said wires are used, and (iii) the name of the company operating same.

10. Tenant, their agents, servants or employees, shall not (a) go on the roof of
the Building,  (b) use any additional  method of heating or air conditioning the
Leased Premises,  (c) sweep or throw any dirt or other substance from the Leased
Premises  into any of the  halls,  corridors,  elevators,  or  stairways  of the
Building,  (d) bring in or keep in or about the Leased  Premises any vehicles or
animals of any kind,  (e) install any radio or television  antennae or any other
device or item on the  roof,  exterior  walls,  windows  or window  sills of the
Building,  (0 place  objects  against glass  partitions,  doors or windows which
would be unsightly  from the interior or exterior of the  Building,  (g) use any
Leased  Premises (i) for lodging or sleeping,  (ii) for cooking (except that the
use  by  any  tenant  of  Underwriter's   Laboratory   approved   equipment  for
microwaving,  brewing  coffee,  tea and similar  beverages  shall be  permitted,
provided that such use is in compliance with law), (iii) for any  manufacturing,
or sale of  merchandise  or property of any kind, (h) cause or permit unusual or
objectionable  odor  to be  produced  or  permeate  from  the  Leased  Premises,
including, without limitation,  duplicating or printing equipment fumes. Tenant,
its agents, servants and employees,  invitees,  licensees, or visitors shall not
permit the  operation of any musical or sound  producing  instruments  or device
which may be heard outside  Leased  Premises,  Building or garage  facility,  or
which may emit electrical waves which will impair radio or television  broadcast
or reception from or into the Building.

11. No  canvassing,  soliciting,  distribution  of  handbills  or other  written
material,  or  peddling  by Tenant  shall be  permitted  in the  Building or the
Project, and tenants shall cooperate with Landlord in prevention and elimination
of same.

12. Tenant shall give  Landlord  prompt notice of all accidents to or defects in
air  conditioning  equipment,  plumbing,  electrical  facilities  or any part or
appurtenances of Leased Premises.

13. If any Leased Premises becomes  infested with vermin by acts of Tenant,  the
Tenant,  at  its  sole  cost  and  expense,  shall  cause  its  premises  to  be
exterminated  from time to time to the  satisfaction  of the  Landlord and shall
employ such exterminators as shall be approved by Landlord.

14.  No  curtains,  blinds,  shades,  screens,  awnings  or other  coverings  or
projections of any nature shall be attached to or hung in, or used in connection
with any door.  window or wall of the premises of the Building by Tenant without
the prior written consent of Landlord.

15.  Landlord shall have the right to prohibit any  advertising by tenant which,
in  Landlord's  opinion,  tends to impair the  reputation  of Landlord or of the
Building,  or its desirability  for existing or prospective  tenants who require
the highest standards of integrity and  respectability,  and upon written notice
from Landlord, tenant shall refrain from or discontinue such advertising.

16.  Wherever the word "tenant"  appears in these Rules and  Regulations,  it is
understood  and agreed that it shall also mean tenant's  associates,  employees,
agents and any other person  entering the Building or the Leased  Premises under
the  express or  implied  invitation  of tenant.  Tenant  shall  cooperate  with
Landlord to assure compliance by all such parties with rules and regulations.

17.  Landlord  will not be  responsible  for lost or stolen  personal  property,
equipment,  money or any article taken from Leased Premises,  Building or garage
facilities regardless of how or when loss occurs.

18. All  contractors  and or technicians  performing  work for Tenant within the
Leased Premises, Building or garage facilities shall be referred to Landlord for
approval  before  performing  such work. This shall apply to all work including,
but  not  limited  to,  installation  of  telephones,   electrical  devises  and
attachments,  and all installations  affecting floors,  walls,  windows,  doors,
ceilings,  equipment  of any other  physical  feature  of the  Building,  Leased
Premises or garage facilities.


<PAGE>



19.  Showcases and any other articles shall not be placed in front of or affixed
to any part of the exterior of the Building,  nor placed in the halls, corridors
or vestibules by Tenant without the prior written consent of Landlord.

20. The Tenant  shall not do anything in the Leased  Premises,  or bring or keep
anything herein,  which will in any way increase or tend to increase the risk of
fire or rate of insurance,  or which shall conflict with the  Regulations of the
Fire Department, any fire laws, with any insurance policy on the Building or any
part thereof,  or with any rules or ordinances  established by any  governmental
authority.

21. The  requirements of Tenant will be attended to only upon application to the
Managing Agent.  Employees of Landlord shall not perform any work or do anything
outside of their regular dates unless under special  instructions from Landlord,
and no  employee  will admit any  person  (Tenant  or  otherwise)  to any office
without specific instructions from Landlord.

22. Landlord reserves the right to make reasonable amendments, modifications and
additions  to the  rules  and  regulations  heretofore  set  forth,  and to make
additional  reasonable  rules  and  regulations,  as  in  Landlord's  reasonable
judgment may from time to time be needed for the safety,  care,  cleanliness and
preservation of good order of the Building.


<PAGE>



                                   SCHEDULE 3

                              INTENTIONALLY DELETED




<PAGE>



                                   SCHEDULE 4
                            CERTIFICATE OF ACCEPTANCE


TENANT: COASTAL OFFICE PRODUCTS, INC.

LEASED PREMISES: 3,000 rentable square feet

LOCATION: 5001 FORBES BOULEVARD, LANHAM, MARYLAND

This letter is to certify that:

          1.   The above  referenced  Leased  Premises have been accepted by the
               Tenant for possession.

          2.   The Leased Premises are substantially complete in accordance with
               the plans and  specifications  used in  constructing  the demised
               premises.
          3.   The Leased Premises can now be used for intended purposes.

Commencement Date:                                        , 2000.
                   ---------------------------------------

Expiration Date:                                        ,         .
                 ---------------------------------------  --------

Executed this               day of                                      , 2000.
              -------------        ---------------------------------------

                                     COASTAL OFFICE PRODUCTS, INC.


                                     By: _________________________________
                                     Name:
                                     Title:


<PAGE>



                                   SCHEDULE 5
                            HVAC MAINTENANCE SCHEDULE


SERVICE CONTRACT FOR PREVENTIVE  MAINTENANCE OF HEATING,  VENTILATING AND/OR AIR
CONDITIONING EQUIPMENT SERVING THE PREMISES.

The scope of the maintenance contract shall be as follows:

I.   Four quarterly inspection/maintenance service calls to inspect and maintain
     the equipment in accordance with the Check List.

II.  Tuneup,  inspection and startup at the beginning of the heating and cooling
     seasons.

III. Four filter changes per year.  Two will be in  conjunction  with the Spring
     and Fall startup inspections.

IV.  Contractor  shall  provide all  lubricants,  cleaning  materials,  filters,
     belts, pulleys and labor required to conduct the preventive maintenance.

22.      Annual chemical cleaning of condenser and evaporator coils.


CHECK LIST:

AIR CONDITIONING SYSTEMS

1.       Lubricate moving parts.
2.       Clean and adjust controls.
3.       Check belts and drives: adjust and/or replace as necessary.
3.       Inspect filters; replace as required.
5.       Check evaporator air temperatures.
4.       Check wiring and connections.
7.       Check refrigerant and charge as necessary.
5.       Check evaporator and condenser coils for cleanliness,
9.       Check operating pressures.
6.       Check voltage and amperage  all motors.
11.      Clean and adjust thermostats.
7.       Clean condensate drain.
13.      Check and adjust all contacts.
8.       Check and adjust pressure switch cutout settings.
15.      Check performance and efficiency of cooling system.

HEATING SYSTEMS

1.       Lubricate moving parts.
9.       Clean and adjust controls.
3.       Adjust heater for efficiency.
10.      Check belts and drives; adjust and/or replace as necessary.
5.       Inspect filters; replace as required.
11.      Check air temperature rise.
7.       Check all wiring and connections.
12.      Clean and adjust thermostat.
9.       Check performance and efficiency of heating equipment.


<PAGE>



                                   SCHEDULE 6
                SCHEDULE OF ESTIMATED OPERATING EXPENSES FOR 2000


<PAGE>



                                   SCHEDULE 7
       DECLARATION OF COVENANTS AND AMENDMENT TO DECLARATION OF COVENANTS


          [This Schedule 7 continues on the following page.]


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