UNIVERSAL SECURITY INSTRUMENTS INC
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EXHIBIT 10.19

                    NORTHWEST BUSINESS CENTER

                          (BUILDING #7)

                       AGREEMENT OF LEASE

                             BETWEEN

                  NATIONAL INSTRUMENT COMPANY

                               AND

              UNIVERSAL SECURITY INSTRUMENTS, INC.

                        TABLE OF CONTENTS


Section

Section 1.  Certain Defined Words or Phrases

Section 2.  The Premises

Section 3.  Term

Section 4.  Construction of Premises

Section 5.  Rental

   5.1.     Basic Rent

   5.2      Deposit

   5.3      Real Estate Taxes

   5.4.     Common Area Expense

   5.5.     Insurance

   5.6.     Additional Rent

Section 6.  Permitted Use

Section 7.  Common Areas

Section 8.  Assignment and Subletting

Section 9.  Repairs

Section 10. Utilities

Section 11. Compliance with Rules, Ordinances, etc.

Section 12. Tenant's Alterations

Section 13. Insurance

Section 14. Changes to Center

Section 15. Fire or Other Casualty

Section 16. Signs

Section 17. Eminent Domain

Section 18. Trade Fixtures

Section 19. Right of Entry

Section 20. Surrender

Section 21. Curing the Tenant's Default

Section 22. Responsibility of the Tenant

Section 23. Subordination and Attornment

Section 24. Defaults by the Tenant

Section 25. Notices

Section 26. Tenant's Certificate

Section 27. Quite Enjoyment

Section 28. The Landlord

Section 29. The Tenant

Section 30. Entire Agreement

Section 31. Waiver of Jury Trial

Section 32. Brokers

                            Exhibits

EXHIBIT D.  Option to Extend Lease Term

                    NORTHWEST BUSINESS CENTER

                       AGREEMENT OF LEASE


     THIS AGREEMENT OF LEASE ("this Lease&WP1-9;), made this 21st day
of October, 1999, between National Instrument Company, Inc.
(herein "Landlord"), and Universal Security Instruments, Inc.
(herein "Tenant"),

     WITNESSETH, THAT FOR AND IN CONSIDERATION of the rents, and
of the mutual covenants and agreements of the parties hereto, as
are hereinafter set forth, Landlord and Tenant do hereby agree as
follows:

     SECTION 1. Certain Defined Words and Phrases. As used
herein, the words or phrases:

     1.1. "Basic Rent" means the annual sum set forth in Section
5.1, payable in the equal consecutive monthly installments
provided in that subsection.

     1.2. "Buildings" means the warehouse and office buildings of
the Center, shown on Exhibit A, containing collectively the
agreed upon rentable area of 126,010 square feet and "Building"
means the warehouse and office building identified as Building 7,
containing the agreed upon rentable area of 45,000 square feet,
in which the Premises are located.

     1.3. "Center" means that certain office/warehouse
development located in the Owings Mills Industrial Park, commonly
known as Northwest Business Center, Owings Mills, Maryland 21117,
which Center is shown on Exhibit A.

     1.4. "Date of this Lease" means the date on which the last
party to sign this Lease (or any Guaranty thereof) shall have
executed and delivered the Lease to the other party hereto.

     1.5. "Deposit" means the sum of Four Thousand Three Hundred
Five and 00/100 Dollars ($4,305.00), of which shall constitute
payment by Tenant of the Security Deposit which shall be applied
as provided in Section 5.2.

     1.6. "Permitted Use" means the offices and warehouse.

                               -1-

     1.7. "Premises" means that portion of the Building in the
Center leased by Tenant from Landlord and shown cross-hatched on
Exhibit A, containing the agreed upon equivalent of 9,000 square
feet of rentable area.

     1.8. "Tenant Notice Address" means:

          Northwest Business Center
          7-A Gwynns Mill Court
          Owings Mills, MD 21117

     1.9. Tenant's "Proportionate Share" means the rentable area
of the Premises divided by the rentable area of the Buildings
equal to seven and two-tenths percent (7.20%). The base year for
Landlord's insurance costs pursuant to Section 5.5 below shall be
the calendar year which commences on January 1, 2000.

     1.10. "Term" means (i) a period of three (3) years plus the
fractional part of a month commencing on the agreed upon date of
__________________________________ or if no date is herein set
forth, then on the date established pursuant to Section 3 hereof
("the Occupancy Term"), plus (ii) a period equal to the number of
days between the Date of this Lease and the first day of the
Occupancy Term ("the Pre-Occupancy Term").

     SECTION 2. The Premises, The Landlord hereby leases to the
Tenant and Tenant rents from the Landlord the Premises, located
in the Building within the Center.

     SECTION 3. Term. The Pre-Occupancy Term of this Lease shall
commence on the Date of this Lease. The Occupancy Term of this
Lease shall commence upon the date specified in Section 1.10
hereof, but if no date is specified therein, then upon that date
which is forty-five (45) days after Landlord shall have delivered
possession of the Premises to Tenant; and terminating (unless
sooner terminated pursuant to the provisions of this Lease) on
the last day of the last calendar month of the Term. Promptly
upon the commencement of the Occupancy Term, the parties hereto
shall enter into a supplementary agreement, setting forth the
dates of commencement and termination of the Occupancy Term.
"Substantial completion" as used herein shall mean that the
Premises have been completed except for so-called punch list
items and are ready for Tenant to commence the installation of
its trade fixtures, equipment and inventory and so certified to
by the Landlord or his representative.

                                -2-

     SECTION 4. Construction of Premises.

     4.1. Tenant shall, at its sole cost, prepare the Premises
for its use and occupancy by doing all work ("Tenant's
Improvements") required of Tenant in the approved Plan (Exhibit
B-1-1) and Specifications (as hereinafter defined), set forth in
Exhibit B-2. Tenant shall, within five (5) days from the Date of
this Lease, and prior to the commencement of the construction of
Tenant's Improvements by Tenant or a contractor hired by Tenant,
submit to Landlord three (3) complete sets of Plans and Specifications of
Tenants Improvements ("the Plans and Specifications") for any work other than
that described on Exhibit B-1-1. One such set shall be returned to Tenant after
review by Landlord with approval thereof by Landlord, or with
such modification as Landlord may require. Upon approval of the
Plans and Specifications by Landlord, pursuant to any required
modifications, Tenant shall promptly complete its work in the
Premises in accordance therewith and in accordance with the terms
of this Lease. In the event Tenant shall fail to complete minimum
Tenant Improvements as stated on Exhibit B-l at a cost not less
than Twenty-Seven Thousand Four Hundred Nine and 00/100 Dollars
($27,409.00) in accordance with the Plans and Specifications on
or before ninety (90) days from the start date of the term,
Landlord shall have the right, at its sole option, but at the
sole cost and expense of Tenant, to complete the same and Tenant
agrees to reimburse the entire expense incurred by Landlord
within five (5) days after written demand therefore as Additional
Rent hereunder.

     4.2. Anything herein to the contrary notwithstanding, if for
any reason the Occupancy Term of this Lease shall not have
commenced within one (1) year from the Date of this Lease, either
party shall have the right and option to terminate this Lease by
written notice to the other, whereupon, effective with the giving
of said notice, this Lease shall be canceled and neither party
shall have any liability arising hereunder, except that Landlord
shall return any sum deposited by Tenant pursuant to Section 1.5
hereof and Tenant shall promptly reimburse Landlord for all costs
expended by Landlord in constructing or preparing the Premises to
the specifications of the Tenant, as set forth on Exhibit B.

                                -3-

     4.3. By its entry into this Lease, the Tenant represents and
acknowledges to the Landlord that the Tenant has satisfied itself
as to the use which it is permitted to make of the Premises and
has inspected the Premises, and the streets, sidewalks, curbs,
utilities and access ways contiguous to or adjoining the same,
that the same are in all ways acceptable to the Tenant for use by
the Tenant pursuant to this Lease, in the condition or state in
which they are found as of the date Tenant begins Tenant's
Improvements, and that the Landlord has made no expressed or
implied warranty, representation or covenant to or with the
Tenant with respect to the same, other than as may be set forth
expressly herein. By beginning the Tenant's Improvements, Tenant
shall be deemed to have accepted the Premises, to have
acknowledged that the same are in the condition called for
hereunder and to have agreed that the obligations of the Landlord
imposed for the delivery of the Premises have been fully
performed. Landlord agrees to assign for the benefit of Tenant
such warranties as may be available from Landlord's contractors
with respect to Landlord's Improvements.

     SECTION 5. Rental. Tenant covenants and agrees to pay to
Landlord during the Term, as rental for the Premises, the
following:

     5.1. Basic Rent for the Pre-Occupancy Term shall be Ten
Dollars ($10.00) plus any Additional Rent due hereunder. During
the Occupancy Term, Tenant shall pay Basic Rent as set forth
below, in equal monthly installments, in advance on the first
(1st) day of each full calendar month during the Occupancy Term,
without any deduction or setoff whatsoever, and without demand.

     Lease Year     Annual Basic Rent     Monthly Installment
      Year 1           $51,660.00              $4,305.00
      Year 2           $53,209.80              $4,434.15
      Year 3           $54,806.09              $4,567.17

Notwithstanding the provisions of Section 24.1, if the Tenant
fails to pay the rental more than five days after the date when
such is due more than twice in any twelve (12) month period,
thereafter a late fee of five percent (5%) of the rental then due
may be assessed at the option of the Landlord. The first monthly
payment during the Occupancy Term shall include any prorated
Basic Rent for the period from the first day of the Occupancy
Term to the first day of the first full calendar month of the
Occupancy Term.

                                -4-

     5.2. Deposit. Landlord hereby acknowledges receipt from
Tenant of the Deposit. In no instance shall the amount of such
Deposit be considered a measure of liquidated damages. Until the
first day of the first full month of the Occupancy Term, all or
any part of the Deposit may be applied by Landlord in total or
partial satisfaction of any default by Tenant. After the first
day of the first full month of the Occupancy Term, all or any
part of the Deposit remaining after application of the Prepaid
First Month's Rent, may be applied by Landlord in total or
partial satisfaction of any default by Tenant. The application of
all or any part of the Deposit to any obligation or default of
Tenant under this Lease shall not deprive Landlord of any other
rights or remedies Landlord may have nor shall such application
by Landlord constitute a waiver by Landlord. If all or any part
of the Deposit is applied to an obligation of Tenant hereunder,
Landlord shall have the right to call upon Tenant to restore the
Deposit to its original amount by giving notice to Tenant and
Tenant shall immediately restore the Deposit by payment thereof
to Landlord. It is understood and agreed that should Landlord
convey its interest under this Lease, the Deposit may be turned
over by Landlord to Landlord's grantee or transferee, and upon
any such delivery of the Deposit, Tenant hereby releases the
party named herein as Landlord of any and all liability with
respect to the Deposit, its application and return, and Tenant
agrees to look solely to such grantee or transferee, and it is
further understood that this provision shall also apply to
subsequent grantees and transferees. Landlord will return the
balance of the Deposit not previously applied as provided herein
(and exclusive of the Prepaid First Month's Rent), within thirty
(30) days after expiration of the Term. No interest will be paid
to Tenant on the Deposit throughout the Lease Term.

     5.3. Real Estate Taxes. Landlord shall pay all Taxes levied
upon or assessed against the land and improvements comprising the
Center, and the appurtenances thereto, during the Term of this
Lease. In the event that said Taxes payable by Landlord shall be
increased in any tax year during the Term of this Lease over the
amount of such Taxes due and payable for the tax year in which
the Term of this Lease shall commence, Tenant shall pay to
Landlord, as Additional Rent, its Proportionate Share of such tax
increase. The term "Taxes" shall be defined as (1) all real
estate and other ad valorem taxes, including, without limitation,
general and special assessments (including paving assessments),
real estate rental, receipt or gross receipt tax or any other tax
on Landlord (excluding Landlord's income taxes), now or hereafter
imposed by any federal, state or local taxing authority, whether
as a substitution for or in addition to the present method of

                                -5-

real property taxation currently in use, and (2) any metropolitan
district water and sewer charges and other governmental charges
which customarily are part of the real estate tax bill issued by
governmental authorities charged with said responsibility.

     Taxes shall be adjusted on a proportionate basis for any
period which shall be less than a Tax Year. The term "Tax Year"
shall mean the year so established by the governmental authority
charged with said responsibility. If requested by Tenant,
Landlord agrees to provide Tenant with a copy of the tax bill and
the calculation of Tenant's share thereof within a reasonable
period of time after the Landlord's receipt thereof. Tenant
agrees to pay its Proportionate Share of taxes in the manner set
forth in Section 5.6 hereof.

     5.4. Common Area Expense. In each lease year, Tenant will
pay to Landlord, as Additional Rent, its Proportionate Share of
Common Area Expense, at the time and in the manner provided in
Section 5.6 hereof. The term "Common Area Expense" shall mean the
total costs and expenses of every kind and nature incurred in
connection with the management, operation, maintenance, repair
and redecorating of the Building and the common areas used in
connection therewith, including costs and expenses incurred by
Landlord in landscaping, storm drainage and other utility
systems, fire protection and security services, if any, lighting,
parking lot striping, sanitary control, lawn maintenance, removal
of snow and trash, exterior painting, security lighting,
depreciation on or rental of equipment used in such maintenance,
the cost of personnel, if any, to implement such services and
fifteen percent (15%) of all of the foregoing costs included in
Common Area Expense to cover Landlord's administrative and
overhead costs. Said expenses will include operation of the areas
and services described in Articles 7 and 10 hereof, but excluding
capital expenditures, depreciation, debt service on any
mortgages, leasing commissions, and costs incurred for a specific
tenant.

     5.5. Insurance. The Landlord shall maintain throughout the
Term, all risk or fire and extended coverage insurance on the
Buildings, including Landlord's Improvements. The Tenant shall
pay to the Landlord, as additional rent hereunder, upon demand,
the amount, if any, by which Landlord's premium shall be
increased by reason of Tenant's occupancy of the Premises. The
Tenant shall also pay to Landlord, as Additional Rent hereunder,
upon demand, the Tenant's Proportionate Share of any increase in
the cost of insuring the Buildings over the cost of such
insurance for the calendar year commencing January 1, 2000.

                                -6-

     5.6. Additional Rent. Tenant's Proportionate Share of the
expenses described in Sections 5.3, 5.4 and 5.5 hereof, together
with any other charges, costs or expenses due and payable by
Tenant as set forth in this Lease, shall be deemed "Additional
Rent" and shall be paid within ten (10) days after written
request therefor by the Landlord.

     SECTION 6. Permitted Use and Continued Occupancy.

     The Premises shall be used and occupied for the Permitted
Use and for no other use or purpose without Landlord&WP1-9;s prior
written consent.

     SECTION 7. Common Areas. During the Term of this Lease,
Tenant shall be entitled to the nonexclusive use, free of charge,
but in common with others, of the driveways, walkways, and
parking areas presently existing or to be constructed in
connection with the Buildings, provided that such use shall be
subject to such reasonable rules and regulations as Landlord may
from time to time prescribe; and provided further that Landlord
shall at all times have full and exclusive control, management
and direction of said driveways, walkways, and parking areas.
Landlord shall further have the right to police them; to restrict
parking by Tenants, their officers, agents and employees; to
close temporarily all or any portion of the parking areas or
facilities as may be required for proper maintenance and/or
repair; to discourage non-customer parking; and to do and perform
such other acts in and to such areas as, in the use of its
business judgment, the Landlord shall determine to be advisable
in order to improve or make more convenient the use thereof by
all tenants, their officers, agents, employees and customers.
Tenant shall be responsible for taking all reasonable measures to
ensure that its customers, guests and other invitees comply with
the rules and regulations applicable to the common areas and
refrain from loitering in, or damaging the, common areas.
Landlord may from time to time change the location, layout and
arrangement of the parking areas, driveways and walkways and
reduce them by erecting thereon buildings or other structures or
improvements of any kind including, but not limited to, additions
to the Center; provided that the convenience off parking
facilities available to Tenant shall not be substantially
prejudiced thereby; and provided further that there shall at all
times be provided such parking facilities as meet local
governmental requirements. Landlord shall provide reasonable
illumination for the aforesaid driveways, walkways and parking
areas, and will keep them in reasonable repair and reasonably
free of litter and snow.

                                -7-
     SECTION 8. Assignment and Subletting. Tenant shall not
assign this Lease in whole or in part, nor sublease all or any
part of the Premises, nor permit other persons to occupy said
Premises or any part thereof, nor grant any license or concession
for all or any part of said Premises, nor allow any transfer of
an ownership interest in Tenant by sale, assignment, bequest,
inheritance, operation of law or otherwise that results in a
change of voting control of, or majority interest in, Tenant
without the prior written consent of Landlord in each instance.
An assignment for the benefit of Tenant&WP1-9;s creditors or otherwise
by operation of law shall not be effective to transfer or assign
Tenant&WP1-9;s interest under this Lease unless Landlord shall have
first consented thereto in writing. Any consent by Landlord to an
assignment or subletting of this Lease shall not constitute a
waiver of the necessity of such consent as to any subsequent
assignment or subletting and shall not relieve Tenant of
liability hereunder. Tenant shall be responsible for all of
Landlord's reasonable attorney's fees and other reasonable costs
incurred in negotiation and consultation concerning any proposed
assignment or subletting, and in the preparation, drafting,
review and negotiation of any assignment or subletting documents.
Although Landlord may withhold its consent, in its sole
discretion, to any proposed assignment or sublease, Landlord's
approval of any such proposed assignment or sublease shall be
conditioned on use of Landlord's form documents and payment by
Tenant on demand of Landlord's reasonable attorney's fees and
other reasonable costs. Notwithstanding the above, Landlord will
not unreasonably withhold its consent provided (x) such assignee
is credit worthy, (y) Tenant is not then in default of any
obligations at the date of request or at the effective date of
assignment and (z) the use of the Tenant will not be obnoxious,
offensive or interfere with the use and enjoyment of the Premises
within the Center by other tenants or the Landlord.

     SECTION 9. Repairs

     9.1. Landlord shall keep and maintain the roof, subfloors,
structural and exterior portions of the Premises (exclusive of
doors, windows, and glass) in repair, provided that Tenant shall
give Landlord written notice of the necessity for such repairs,
and provided that the damage thereto shall not have been caused
by Tenant, its agents, contractors, or employees, in which event
Tenant shall be responsible therefor and shall promptly make
repairs thereto. Except as expressly set forth in this

                                -8-

subsection, Landlord shall be under no liability for repair or
maintenance of the Premises, or any part thereof; nor shall
Landlord be under any liability to repair or maintain any
electrical, plumbing or other mechanical installation.
Notwithstanding the above, Tenant shall be obligated to also
notify Landlord of any inherently dangerous condition existing in
the Premises as of the Occupancy Term of which Tenant becomes
aware.

     9.2. Tenant shall provide and maintain its own janitorial
services for the interior of the Premises, and shall otherwise
keep the interior of the Premises, together with all electrical
plumbing, and other mechanical installations and equipment used
by or in connection with the Premises, in good order, replacement
and repair (and any necessary replacement and repair shall be of
equal or better quality as originally delivered to Tenant or
shall be as specified by Landlord), except as provided in
paragraph 9.4 below, and promptly replace any plate glass which
may be broken or damaged with glass of like kind and quality, and
surrender the Premises at the expiration of the Term in as good
condition as when received except for ordinary wear and tear and
damage by fire or other casualty included in the extended
coverage endorsement to Landlord's fire insurance policies. To
ensure the continued quality of the equipment, all repairs,
replacement and service work on such equipment shall be performed
by persons authorized by the manufacturer of the particular
equipment, unless Tenant obtains the prior written consent of
Landlord to employ another repair person. Tenant may, at its
option, enter into a maintenance, repair and service contract
which Landlord will assist Tenant in obtaining.

     Tenant will not overload the electrical wiring and will not
install any additional electrical wiring or plumbing unless it
has first obtained Landlord's written consent thereto, and, if
such consent is given, Tenant will make such installation at its
own cost and expense. Tenant will repair promptly, at its own
expense, any damage to the Premises caused by bringing into the
Premises any property for Tenant's use, or by the installation,
use or removal of such property, regardless of fault or by whom
such damage shall be caused unless caused by the willful
misconduct of Landlord, its agents, employees or contractors.
Landlord shall not be responsible for any loss by Tenant for
water damage due to any cause, including by way of illustration
and not of limitation, leaks or bursts of the plumbing, pipes or
roof, or damage due to the sprinkler system or other fire
protection/extinguishment apparatus.

                                -9-

     9.3. If Tenant shall not proceed promptly and diligently to
make any repairs or perform any obligation imposed upon it by the
preceding subsections within forty-eight (48) hours after
receiving written notice from Landlord to make such repairs or
perform such obligation, then and in such event Landlord may, at
its option, enter the Premises and do and perform the things
specified in said notice, without liability on the part of
Landlord for any loss or damage resulting from any such action by
Landlord, and Tenant agrees to pay promptly upon demand any cost
or expense incurred by Landlord in taking such action. It
Landlord shall fail to make, or commence to make, any repairs
required of the Landlord hereunder within fifteen (15) days after
written request therefore by Tenant, Tenant will have the right,
by written notice to Landlord within ten (10) days thereafter,
which notice shall include a breakdown of the reasonable costs to
be incurred by Tenant, to perform the work at the expense of the
Landlord. Upon completion thereof, Tenant will provide Landlord
with such evidence of the payment of such costs as reasonably
requested and Landlord shall reimburse the Tenant for the expense
thereof. In the event that Landlord shall fail to do so, Tenant
will have no right to offset the same against any sums due
Landlord hereunder, but will have the right to bring a separate
action against Landlord for the collection of said expenses.

     9.4 Landlord shall obtain a master service policy to
maintain, repair and replace all heating, air conditioning and
ventilation equipment. Tenant shall reimburse the Landlord upon
demand, as Additional Rent hereunder, the actual costs of
maintaining, repairing and replacing such heating, air
conditioning and ventilation equipment which are directly
attributable to the Premises. The replacement of the HVAC unit in
the warehouse will be at the Landlord's expense in the event of
failure.

     SECTION 10. Tenant shall reimburse Landlord upon demand for
Tenant's Proportionate Share of all utility charges not billed
directly to Tenant. Tenant shall pay promptly when due the
charges for all utility services billed directly to Tenant,
including but without limitation, heat, gas, electricity and
telephone. If Tenant defaults in the payment of any such charges,
Landlord may, at its option, pay them for Tenant's account, in
which event Tenant shall promptly reimburse Landlord therefor.

                                -10-

Landlord will provide and maintain the necessary mains and
electrical conduits to bring water, gas and electricity to the
Premises. Landlord shall under no circumstances be liable to
Tenant in damages or otherwise for any interruption in service of
electricity, water, gas, heat, telephone or air conditioning
whether caused by the making of any repairs or improvements in
the Buildings or otherwise. The cost of installing separate
meters for utilities not billed individually to Tenant shall be
at the expense of the Tenant, which installation may be required
by Landlord, in its reasonable judgment.

     SECTION 11. Compliance with Rules, Ordinances, etc.

     Tenant shall, throughout the Term, at the Tenant's sole cost
and expense, promptly comply with all laws, ordinances, notices,
orders, rules, regulations and requirements of or made by any and
all federal, state or municipal governments or the appropriate
departments, commissions, boards and officers thereof, as well as
any and all notices, orders, rules and regulations of the
National Board of Fire Underwriters, or any other body now or
hereafter constituted and exercising similar functions, relating
to all or any part of the Premises; provided, however, that the
Tenant shall not be required to take any affirmative action in
order to comply with the foregoing laws, ordinances and notices
with respect to any portion of the Building or Premises
maintained by Landlord pursuant to Section 9.1 hereof or which
was not in compliance prior to the date of this Lease unless the
need for such compliance arises out of the Tenant's use, manner
of use or occupancy of, or installations within or upon, the
Premises or such portion of the Building. The Tenant shall
likewise observe and comply with the requirements imposed by any
and all policies of public liability, fire and other insurance at
any time in force with respect to the Premises or with respect to
the Building, any other improvements upon the Premises, and/or
equipment therein. Tenant shall comply with Landlord's rules and
regulations attached hereto as Exhibit C, as amended, modified or
supplemented by Landlord from time to time.

      SECTION 12. Tenant's Alterations. Tenant shall not make any
alterations, additions or improvements to the Building or to the
Premises, or any part thereof, or affix any object to the
exterior, roof or structure of the Building, without Landlord's
prior consent in each instance, and in the event Landlord so
consents, any alteration, addition, or improvement shall be of
such good quality as if the alteration, addition, or improvement

                                -11-

was made as part of the original Premises, or shall be as
specified by Landlord in Landlord's sole discretion; provided,
however, that Tenant may make minor interior changes to the
Premises which do not impair the structural strength of the
Building or, in Landlord's sole opinion, do not reduce the value
of the Building or Premises. Any alterations, additions or
improvements made by Tenant shall (i) be in accordance with the
specifications set forth in Exhibit B-2 and (ii) immediately
become the property of Landlord and shall remain upon the
Premises or Landlord, at its election, may require Tenant to
remove same and restore the Premises to their original condition,
in which event Tenant shall comply with such requirement prior to
the expiration or other termination of this Lease provided,
however, that Landlord agrees that the Tenant Improvements shown
herein to be undertaken by Tenant at the commencement of this
Lease shall remain on the Premises and shall not be removed by
Tenant. Notwithstanding that any alterations by Tenant to the
Premises or Tenant's Improvements are, upon installation on the
Premises, property of Landlord, Tenant shall have an insurable
interest therein so that Tenant shall have the right to insure
such alterations and Tenant's Improvements against fire or other
casualty. Tenant shall not cut or drill into or secure any
fixtures, apparatus or equipment of any kind in or to any part of
the Premises without first obtaining Landlord's written consent.
Nothing herein shall be deemed to be a consent by Landlord to the
filing of any lien upon the Premises or the Building due to
Tenant's work and Tenant shall cause to be removed within ten
(10) days after notice thereof any lien, including any mechanic's
lien asserted against work performed upon the Premises, and, upon
the failure of Tenant to do so, Landlord may, at its option,
bond, discharge or otherwise remove such lien, and hold Tenant
responsible for all costs and expenses in connection therewith,
including reasonable attorneys'; fees. Tenant shall indemnify,
hold harmless, and at Landlord's option, defend against any
injury of, loss by, claim from, or damage to, Tenant, any
employee of Tenant or any other person resulting from or arising
out of, or in connection of any alteration by Tenant, or any
Tenant's Improvements to the Premises. This indemnification shall
be in addition to and not in limitation of the provisions of
Section 22 of this Lease.

                                -12-

     SECTION 13. Insurance.

     13.1. Tenant, at the Tenant's sole cost and expense, shall
maintain and keep in effect throughout the Term, insurance
against loss or liability in connection with bodily injury or
death or property damage or destruction in or upon the Premises,
or arising out of the use of any portion of the Center by the
Tenant or its agents, employees, officers, invitees, visitors and
guests, under policies of general public liability insurance
having such limits as to each as may be reasonably required by
the Landlord from time to time, but in any event of not less than
One Million Dollars ($1,000,000.00) per occurrence and Three
Million Dollars ($3,000,000.00) general aggregate. The Tenant
specifically agrees to maintain, at its expense, extended
coverage, vandalism, malicious mischief and sprinkler leakage
insurance on all of the Tenant's personal property and any
fixtures which remain the property of the Tenant or as to which
the Tenant retains the right of removal from the demised
premises, or of which Tenant has an insurable interest and the
Tenant assumes the risk of all loss and damage, direct or
indirect, resulting from said perils and will hold the Landlord
harmless from any claims therefor. Tenant further agrees to
maintain, at its expense, plate glass insurance coverage on the
Premises and to assume the risk of loss or damage to said plate
glass. All of the aforesaid insurance policies shall name the
Landlord; any other parties in interest: designated by Landlord
from time to time, and the Tenant as the insured parties, shall
provide that they shall not be cancelable without at least
thirty (30) days'; prior written notice to the Landlord; shall be
written in such a manner as to provide that the insurer consents
to the waiver of recovery set forth in Subsection 13.2 hereof and
that this waiver shall not affect the said policy or the right of
the insured to recover thereunder; and shall be issued by
insurers of recognized responsibility licensed to do business in
Maryland and recognized reasonably acceptable to Landlord. At
least five (5) days prior to the commencement of the Term, the
originals or a signed duplicate copy of such policies or a binder
of insurance pending issuance of such policies shall be delivered
by the Tenant to the Landlord and at least thirty (30) days
before any such policy shall expire the Tenant shall deliver the
original or a signed duplicate copy of a replacement policy or a
binder of insurance pending issuance of such policies to the
Landlord.

                                -13-

     13.2. Notwithstanding any other provision of this Lease to
the contrary, neither Landlord nor Tenant shall be liable to the
other or to any insurance company (by way of subrogation or
otherwise) insuring the other party for any loss or damage to any
building, structure or other tangible property, or any resulting
loss of income, or losses under worker's compensation laws and
benefits, even though such loss or damage might have been
occasioned by the negligence of such party, its agents or
employees if any such loss or damage is covered by insurance
benefitting the party suffering such loss or damage or was
required to be covered by insurance pursuant to this Lease.

     SECTION 14. Changes to Center. Landlord shall have the
exclusive right to use all or any part of the roof and rear and
side walls of the Premises for any purpose; to erect additional
or other structures over all or any part of the Premises, the
common area or the Center; to change or revise the layout of
improvements within the Center, or relocate or remove same; to
partition same; and to erect and maintain in connection with the
construction thereof, temporary scaffolds and other aids to
construction on the exterior of the Premises, provided that
access to the interior of the Premises shall not be unreasonably
denied, that there shall be no encroachment upon the interior of
the Premises, and that Tenant and its customers use and enjoyment
of the Premises shall not be unreasonably denied.

     SECTION 15. Fire or Other Casualty.

     15.1. If the Premises are damaged by fire, the elements,
unavoidable accident or other casualty, Landlord shall promptly,
at its expense, repair the damage and, if the Premises are not
thereby rendered untenantable in whole or in part in Landlord's
reasonable discretion, rent shall not abate. If the Premises are
rendered untenantable only in part, as reasonably determined by
Landlord and such casualty was not caused by Tenant's negligence
or willful misconduct, rent shall abate during such period
proportionately as to the portion of the Premises rendered
untenantable. If the entire Premises are untenantable as
reasonably determined by Landlord and such casualty was not
caused by Tenant's negligence or willful misconduct, rent shall
abate entirely during the period of untenantability.

     15.2. In no event shall Landlord be liable for interruption
to Tenant's business or for damage to or replacement or repair of
Tenant's personal property, including inventory, trade fixtures,
floor coverings, furniture, or property removable by Tenant under
the provisions of this Lease, any alterations by Tenant to the
Premises or Tenant's Improvements.

                                -14-

     15.3. If the Premises are (1) rendered wholly untenantable,
or (2) damaged as a result of any cause which is not covered
under standard fire and extended coverage insurance or (3)
substantially damaged during the last two years of the Term or
(4) if the Building of which the Premises are a part, but not the
Premises, is damaged to the extent that in Landlord's judgment
reasonably exercised, it is necessary to demolish the Building
and the Premises, then in any of such events, Landlord may
terminate this Lease by giving to Tenant notice within ninety
(90) days after the occurrence of such event. Basic Rent and
Additional Rent and other charges shall be adjusted as of the
date of such cancellation.

     SECTION 16. The Tenant shall not erect or maintain any
exterior sign or any signs within the Premises visible from the
outside anywhere upon the Center or Premises without first
obtaining the Landlord's prior written consent, which consent may
be withheld in the sole discretion of Landlord. If the sign is
approved by Landlord, the size, design, location, type of
composition and material of the sign must also be approved by
Landlord. Any such sign shall be inscribed, painted or affixed by
Landlord, or a company approved by Landlord, but the entire cost
thereof shall be borne by Tenant. The Tenant shall maintain any
such sign or signs in good condition and repair at all times, and
pay any taxes imposed thereon. Landlord has erected or will
erect, in addition to any other sign erected by Landlord in its
sole discretion, (i) a sign at the entrance to the Center
identifying the tenants in the Building and their location and
(ii) a sign in the entrance to the Premises identifying Tenant's
occupancy of the Premises and (iii) a sign at the loading area of
Tenant's space identifying the address of the Premises. Upon
delivery of possession of the Premised to Tenant, Tenant will pay
to Landlord the sum of Three Hundred Dollars ($300.00) as
Tenant's contribution to the cost of signs for the Building.

     SECTION 17. Eminent Domain. If the whole or any part of the
Premises shall be taken under the power of eminent domain, this
Lease shall terminate as to the part so taken on the date Tenant
is required to yield possession thereof to the condemning
authority. The Landlord shall make such repairs and alterations
as may be necessary to restore the part not taken to useful
condition, to the extent of condemnation proceeds available
therefor, and the Basic Rent shall be reduced proportionately as
to the portion of the Premises so taken. If the amount of the

                                -15-

Premises so taken substantially impairs the usefulness of the
Premises for the purposes set forth in Section 6, either party
may terminate this Lease as of the date when Tenant is required
to yield possession. All compensation awarded for any taking of
the fee and the leasehold shall belong to and be the property of
Landlord; provided, however, that Tenant, and not Landlord, shall
be entitled to any portion of the award which does not serve to
reduce Landlord's award and is made directly to Tenant in
reimbursement for Tenant's cost of removal of its stock, trade
fixtures, moving and relocation costs.

     SECTION 18. Trade Fixtures. All trade fixtures installed by
Tenant in the Premises other than improvements made by Tenant to
the Premises, shall remain the property of Tenant and shall be
removable from time to time and also at the expiration of the
Term of this Lease or other termination thereof, provided Tenant
shall not at such time be in default under any covenant or
agreement contained in this Lease; otherwise such fixtures shall
not be removable and Landlord shall have a lien thereon
(notwithstanding ownership thereof by a party other than Tenant)
to secure itself against loss and damage resulting from such
default. Tenant further agrees to restore the Premises to their
original condition, reasonable wear and tear excepted.

     SECTION 19.  Right  of  Entry. Landlord and its
representatives shall have the right at all reasonable times to
enter the Premises for the purposes of (a) inspecting same; (b)
making any repairs thereto or otherwise performing any work
therein as herein provided; and (c) to exhibit same for purposes
of sale, lease or financing; and Landlord shall not be liable in
any manner for any entry into the Premises for the above purposes
other than when same results from its gross negligence.

     SECTION 20. Promptly upon the expiration or earlier
termination of the Term, the Tenant shall yield up, broom clean,
and in the game condition, order and repair in which they are
required to be kept throughout the period of this Lease, the
Premises and any and all improvements, alterations and additions
thereto, and all fixtures and equipment servicing the Premises.
Tenant, subject to the other provisions of this Lease, shall
remove therefrom the Tenant's signs, goods and effects and any
machinery, fixtures and equipment used in the conduct of Tenant's
trade or business and not servicing the Premises or the Building,

                                -16-

and shall repair any damage caused by the installation or the
removal thereof. Unless sooner terminated pursuant to the
provisions hereof, this Lease shall expire absolutely upon the
expiration of the Term without the necessity of any notice or
other action from or by either party hereto. Tenant further
agrees that during the six (6) month period preceding the
expiration date of the Term, Landlord may place upon the Premises
a FOR RENT or FOR SALE sign.

     SECTION 21. Curing the Tenant's Defaults. If Tenant should
default in the performance of any of its obligations hereunder,
including but not limited to the payment of Basic Rent or
Additional Rent, the Landlord shall be entitled (but shall not be
obligated), in addition to any other rights Landlord may have in
law or equity, and after written notice to Tenant except in the
case of emergency, to cure such default. Tenant shall reimburse
Landlord for any sums paid or costs incurred by Landlord,
including reasonable attorney's fees and costs of collection, in
curing such default, and/or in enforcing Landlord's rights under
this Lease, because of a default by Tenant or otherwise, plus
interest thereon at the lesser of the highest rate permitted by
law or eighteen percent (18%) per annum, which sums, costs and
interest shall be deemed to be additional rent hereunder and
shall be payable by the Tenant upon demand by the Landlord.

     SECTION 22. Responsibility of the Tenant. The Tenant shall
be responsible for, and shall relieve and hereby relieves the
Landlord from and agrees to indemnify, hold harmless, and at
Landlord's option, defend the Landlord against, any and all
liability by reason of any injury or damage to the Tenant, any
employee of Tenant, or to any other person or property upon the
Premises (or in the common areas in connection with the Tenant's
use and enjoyment thereof), caused by any fire, breakage,
leakage, collapse, inherently dangerous condition or other event
upon the Premises or any other portion of the Center, whether or
not such event results from a condition which shall have existed
prior to the execution of this Lease and whether or not such
event results in the termination of this Lease by reason of
damage to or destruction of the Center or the Premises, unless
such fire, breakage, leakage, collapse or other event, injury or
damage be caused by or shall result from the gross negligence or
intentionally tortuous act or omission of the Landlord or its

                                -17-

agents, officers, invitees, visitors or guests. Notwithstanding
the above, and notwithstanding Tenant's maintenance
responsibilities set forth in this Lease, Tenant shall have a
duty to notify Landlord immediately of any inherently dangerous
conditions in the Premises or Common Areas of which Tenant
becomes aware. The agreements set forth in this Section 22 shall
survive the termination of this Lease for any reason whatsoever.

     SECTION 23. Subordination and Attornment. This Lease shall
be subject and subordinate at all times to the lien of any
underlying ground leases, mortgages or deeds of trust now or
hereafter placed by the Landlord upon the Center and to any and
all advances to be made thereunder. This clause shall be self-operative, and
no further instrument or act. on the part of the
Tenant shall be required to effectuate such subordination. In
confirmation thereof, Tenant shall execute such further
assurances as may be required. Any mortgagee, or trustee under
any deed of trust, may elect that this Lease shall have priority
over its mortgage or deed of trust, and upon notification of such
election by such mortgagee or trustee to Tenant, this Lease shall
be deemed to have priority over such mortgage or deed of trust
whether this Lease is dated prior to or subsequent to the date of
such mortgage or deed of trust. If any foreclosure proceedings
are brought which affect the Building or the Center, or if the
power of sale under a mortgage or deed of trust is exercised,
then Tenant shall attorn to the purchaser upon any such
foreclosure or sale and recognize such purchaser as the Landlord
under this Lease. Tenant hereby appoints Landlord to be the
attorney-in-fact of Tenant (which appointment is irrevocable and
coupled with an interest) to execute and deliver any such
instrument or instruments for and on behalf of and in the name of
Tenant. Landlord agrees to make all reasonable efforts to obtain
nondisturbance from any party requesting subordination or
attornment from Tenant.

     SECTION 24. Defaults by the Tenant.

     24.1. If the Tenant should tail to pay the rent or any other
charges herein reserved as rent, on the days and time and at the
place that the same are made payable hereunder within five days
after such due date or if Tenant shall fail to notify Landlord
of any change in the control of its partnership interests or
corporate stock, or if the Tenant shall in any respect violate
any of the other terms, conditions or covenants herein contained
and fail to cure the same within fifteen (15) days after written

                                -18-

notice thereof from Landlord, the Landlord may, without
terminating this Lease, re-enter and repossess the Premises,
together with any and all improvements thereon and additions
thereto, and/or pursue any remedy permitted by law or equity for
the enforcement of the provisions hereof. In the alternative, and
at the election of the Landlord, the Landlord may give to the
Tenant, at any time default, which remains uncured of the
Landlord's election to terminate this Lease on a date to be
specified in notice, not less than ten (10) days after the giving
thereof; and upon the date specified in said notice, this Lease
and the Term shall (except for the continued liability of the
Tenant as hereinafter provided) expire and come to an end as
fully and completely as if the date specified in said notice were
the date definitely fixed in this Lease for the expiration of the
Term, and the Tenant shall quit and surrender the Premises, on or
before the said date, to the Landlord, without cost or charge to
Landlord. No such termination, repossession or re-entry shall
release Tenant from liability under this Lease.

     24.2 If the Tenant should become insolvent, bankrupt, or
make any assignment for the benefit of creditors, or be levied
upon or sold out by any sheriff's, marshall's or constable's
sale, or if a receiver for the Tenant shall be appointed, or if a
reorganization of the Tenant pursuant to any provision of federal
or state bankruptcy law shall occur, whether voluntary, or if
involuntary and not stayed within sixty (60) days thereafter,
this Lease shall automatically terminate (except for the
continued liability of the Tenant as hereinafter provided) as
fully and completely as if the date of such event were the date
fixed herein for the expiration of the Term and the Tenant shall
immediately quit and surrender the Premises to the Landlord,
without cost to the Landlord. Upon the filing of a petition by or
against the Tenant under the Federal Bankruptcy Code (or any
similar statute enacted hereafter), the Tenant, as debtor and as
debtor-in-possession, and any trustee who may be appointed to
represent the bankrupt estate, agree to perform each and every
obligation of the Tenant under this Lease, including, but not
limited to, the payment of all monetary obligations hereunder,
until such time as this Lease is either rejected or assumed by
order of a United States Bankruptcy Court, or other federal court
having jurisdiction over bankruptcy matters.

                                -19-

     24.3. If the Tenant's possession of the Premises should be
terminated as herein provided or by reentry, summary
dispossession proceedings or any other method, Tenant shall
remain liable for its obligations hereunder and the Landlord may,
at the Landlord's option, (i) relet the Premises or any part or
parts thereof for the account of the Tenant for the remainder of
the Term, as herein originally specified, or (ii) relet the
Premises or any part or parts thereof for a period extending
beyond the date when this Lease would have expired but for such
prior expiration on default or for such re-entry and termination,
and deem that portion of the period within the Term, as herein
originally specified, on such terms and conditions as are
commercially reasonable including allowances of free rent periods
or reduced rent. In such event, the Tenant shall pay to the
Landlord, at the times and in the manner specified by the
provisions herein, (x) the Basic Rent and any Additional Rent
accruing during the remainder of the Term as specified herein,
(y) less any monies received by the Landlord with respect to such
remainder from such reletting. In addition, Tenant shall be
liable for the cost of any attorney's fees or other expenses
(including broker's fees and costs of renovation), or of any
repairs or other action taken by the Landlord on account of any
default by Tenant. Landlord shall be under no obligation to relet
the Premises and Tenant' liability shall not be reduced for any
failure to relet.

     24.4. In the event Landlord elects to terminate this Lease
by reason of a default by Tenant, then notwithstanding such
termination, Tenant shall be liable for and shall pay to Landlord
the sum of all rental due hereunder and any other indebtedness of
Tenant to Landlord through the date of termination including any
attorneys&WP1-9; fees arising from such default, plus, as damages, an
amount equal to the difference between (i) the total rental
hereunder for the remaining portion of the Lease Term (had such
Term not been terminated by Landlord due to Tenant's default and
assuming additional rent each remaining Lease year equal to the
amount of additional rent for the Lease year prior to the Lease
year in which the default occurs) discounted to present worth and
(ii) the then present value of the then fair rental value of the
Premises for such period as determined in Landlord's reasonable
opinion.

     24.5. Upon any expiration, termination or re-entry as
aforesaid, neither the Tenant nor the Tenant's creditors and
representatives shall thereafter have any right, legal or

                                -20-

equitable, in or to the Center, the Premises or any portion
thereof, or in or to the repossession of same, or in, to or under
this Lease, and the Tenant hereby waives any and all right or
redemption which may then be provided by law. The words "re-enter" and
"reentry" as used in this Lease shall not be deemed to
be restricted to their technical legal meaning.

     24.6. Any and all mention in this Section of the rent or
rental herein reserved after the termination of this Lease as in
this Section provided, or after the termination ,of the Tenant's
possession by re-entry, summary dispossession or other method as
herein provided, shall be deemed to refer to the Basic Rent plus
all Additional Rent and such additional sums as the Tenant shall
be obligated to pay to the Landlord under any of the terms,
covenants and conditions of this Lease, whether or not designated
or indicated herein to be payable as additional rent.

     24.7. In addition to, and not in substitution for the
remedies hereinbefore provided, it Tenant shall fail to pay when
due, beyond any applicable grace period, any Basic Rent,
Additional Rent or any other sums due to Landlord hereunder,
Landlord shall have the right to distrain therefor.

     24.8. The failure of the Landlord to insist in any one or
more instances upon the performance of any of the covenants or
conditions of this Lease or to exercise any right or privilege
herein conferred, including but not limited to the right to
collect late fees pursuant to Section 5.1 above, shall not be
construed as thereafter waiving or relinquishing the Landlord's
right to the performance of any such covenants, conditions,
rights or privileges, and the same shall continue and remain in
full force and effect, and the waiver of one default or right
shall not constitute waiver of any other default. The receipt of
any rent by the Landlord from the Tenant or any assignee or
subtenant of the Tenant, whether the same be rent that originally
was reserved or that which may become payable under any covenants
herein contained, or of any portion thereof, shall not operate as
a waiver of the right of the Landlord to enforce the payment of
the additional rent or of any of the other obligations of this
Lease by such remedies as may be appropriate, and shall not waive
or avoid the right of the Landlord at any time thereafter to
elect to terminate this Lease, on account of such assignment,
subletting, transferring of this Lease or arty other breach of
any covenant or condition herein contained, unless evidenced by
the Landlord's written waiver thereof. The acceptance of rent or

                                -21-
any other consideration by Landlord at any time shall not be
deemed an accord and satisfaction, and Landlord shall have
absolute discretion to apply such amounts against any sum for any
period or reason due hereunder without the same constituting a
release of any other sums remaining due and unpaid.

     SECTION 25. Notices. All notices required or permitted to be
given hereunder shall be in writing and shall be hand delivered
against receipt or sent by registered or certified mail, return
receipt requested, postage prepaid and shall be deemed received
on the day on which same were posted, whether or not actually
received. Notices to the Tenant shall be addressed to the
Tenant's Notice Address. Notices to the Landlord shall be
addressed to National Instrument Company, c/o CRM, P.O. Box
17458, Property #409, Baltimore, Maryland 21297-1458, with a
carbon copy to any other persons designated from time to time by
the Landlord. Either party may, at any time, in the manner set
forth for giving notices to the other, set forth a different
address to which notices to it shall be sent.

     SECTION 26. Tenant's Certificate. The Tenant agrees at any
time and from time to time within ten (10) days after the
Landlord's written request, to execute, acknowledge and deliver
to the Landlord a written instrument in recordable form
certifying or stating (a) that this Lease is unmodified and in
full force and effect (or if there shall then have been
modifications, that the same is in full force and effect as so
modified, and setting forth such modifications); (b) Landlord's
Improvements have been completed by the Landlord in accordance
with Section 4 hereof (or if not so completed, stating the
respects in which not completed) (c) that the Tenant has accepted
possession of the Premises and the date upon which the Occupancy
Term shall have commenced; (d) the dates to which rent and other
charges have been paid in advance, if any; (a) whether or not to
the best knowledge of the signer of such certificate the Landlord
is then in default in the performance of any covenant, agreement
or condition contained in this Lease and, if so, specifying in
detail each such default of which the signer may have knowledge;
and (f) that it is understood that such instrument may be relied
upon by any prospective purchaser, mortgagee, assignee or lessee
of Landlord's interest in this Lease, in the Center, or any
portion or part thereof.

     SECTION 27. Ouiet Enjoyment. Tenant, upon paying the rental
herein set forth and performing its other covenants and
agreements herein set forth, shall peaceably and quietly have,
hold and enjoy the Premises for the Term, without hindrance or
molestation by Landlord, subject to the terms hereof.

                                -22-

     SECTION 28. The Landlord. As used herein, the term "the
Landlord" shall mean the Landlord named herein above as well as
its successors and assigns, and their respective heirs, personal
representatives, successors and assigns of any such subsequent
owner, each of whom shall have the same rights, remedies, powers,
authorities and privileges as it would have had it originally
signed this Lease as the Landlord, but any such person, whether
or not named herein, shall have no liability hereunder after it
shall cease to hold the title to or a leasehold interest in the
said real estate, except for obligations which may have
theretofore accrued. Neither the Landlord nor any principal of
the Landlord, whether disclosed or undisclosed, shall have any
personal liability with respect to this Lease or the Premises,
and if the Landlord should breach or default with respect to its
obligations or otherwise under this Lease, the Tenant shall look
solely to the Premises and to the rents, profits and issues to be
received therefrom.

     SECTION 29.  The Tenant. As used herein, the term "the
Tenant" shall mean the Tenant named herein above as well as its
heirs, personal representatives, successors and assigns, each of
which shall be under the same obligations, liabilities, and
disabilities and have only such rights, privileges and powers as
it would have possessed had it originally signed this Lease as
the Tenant. However, no such rights, privileges or powers shall
inure to the benefit of any assignee of the Tenant, immediate or
removed, unless the assignment to such assignee shall have been
consented to in writing by the Landlord, as aforesaid.

     SECTION 30. Entire Agreement. This Lease and the Exhibits
attached hereto set forth all the promises, agreements,
conditions and understandings between the Landlord and the Tenant
with respect to the Premises, and there are no promises,
agreements, conditions or understandings, either oral or written,
between them other than are herein set forth. No subsequent
alteration, amendment, change or addition to this Lease shall be
binding upon the Landlord or the Tenant unless reduced to writing
and signed and delivered by each of them. This Lease shall be
governed by the law of Maryland. Tenant represents and warrants
that it is duly organized, validly existing and in good standing
under the laws of Maryland; that this Lease has been authorized
by all necessary parties, is validly executed by an authorized
officer or agent of Tenant and is binding and enforceable in

                                -23-

accordance with its terms. If two or more parties sign this Lease
as Tenant, the liability of each such party hereunder shall be
joint and several. Time shall be of the essence with respect to
the performance by Tenant of its obligations hereunder. The
headings set forth in this Lease are for convenience of reference
only.

     SECTION 31. Waiver of Jury Trial. Landlord and Tenant hereby
expressly waive trial by jury in any action or proceeding or
counter-claim brought by either party hereto against the other
party on any and every matter, directly or indirectly arising out
of or with respect to this Lease, including, without limitation,
the relationship between Landlord and Tenant, the use and
occupancy by Tenant of the Premises, and any statutory remedy
and/or claim of injury or damage regarding this Lease.

     SECTION 32.  Landlord and Tenant acknowledge, represent and
warrant each to the other that no broker or real estate agent
brought about or was involved in the making of this Lease other
than KLNB, Inc., whose commission shall be paid by Landlord, and
that no other brokerage fee or commission is due to any other
party as a result of the execution of this Lease. Each of the
parties hereto agrees to indemnify and hold harmless the other
against any claim by any other broker, agent or finder based upon
the execution of this Lease and predicated upon a breach of the
above representation and warranty.

     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement of Lease, or have caused the same to be executed on
their respective behalves by their duly authorized
representatives, the date and year first above written.

WITNESS:                     NATIONAL INSTRUMENT COMPANY, INC.



__________________________   By: ________________________ (SEAL)
                                      The Landlord

WITNESS OR ATTEST            UNIVERSAL SECURITY INSTRUMENTS, INC.



__________________________   By: _________________________ (SEAL)
                                  Name:   Michael Kovens
                                  Title: Chairman

                                      The Tenant

                                -24-

                            EXHIBIT D

                  Option to Extend Lease Term


In consideration of the rentals to be paid by Tenant hereunder,
and provided Tenant is not in default under this Lease at the
time of the exercise of the option or at the time the renewal
term would take effect, Landlord grants Tenant the right and
option to extend the term of this Lease ("Options") for two
further periods of three (3) years each at the annual Basic Rent
as set forth below in equal monthly payments in advance plus
Additional Rental, as provided in the Lease, but otherwise upon
the same terms and conditions as are expressed in the Lease, but
without further options to renew.

    Lease Year      Annual Basic Rent     Monthly Installment
  Option Year 1        $56,450.00              $4,704.17
  Option Year 2        $58,144.00              $4,845.33
  Option Year 3        $59,888.00              $4,990.67
  Option Year 4        $61,685.00              $5,140.42
  Option Year 5        $63,535.00              $5,294.58
  Option Year 6        $65,441.00              $5,453.42

Written notice of the exercise of each option shall be given to
the Landlord one hundred and eighty (180) or more days prior to
the expiration of the term hereof or the first option term as the
case may be, failing which, said option shall expire and be of no
further force or effect.
</TEXT>
</DOCUMENT>
