TESSCO TECHNOLOGIES INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a2037090zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>


                                                                    Exhibit 10.1


                  THIS LEASE, made this _____ day of ______________, 2000, by
and between MERRITT/BAVAR-VA, LLC, hereinafter called "Landlord," and TESSCO,
INC., hereinafter called "Tenant."

                  WITNESSETH, that in consideration of the rental hereinafter
agreed upon and the performance of all the conditions and covenants hereinafter
set forth on the part of the Tenant to be performed, the Landlord does hereby
lease unto the said Tenant, and the latter does lease from the former the
following premises (hereinafter sometimes called the "premises"):

                  BEING those premises containing approximately
         65,940 square feet and outlined in red on the Plat attached
         hereto as Exhibit A, said premises being the entire building
         known as 10999 McCormick Road, Hunt Valley, MD 21031,
         together with the surrounding land as shown on Exhibit A;

for the term of five (5) years, beginning on the first day of April, 2001,
and ending on the last day of March, 2006, at and for the annual rental of
five hundred nineteen thousand five hundred fifty-two dollars and twenty-four
cents ($519,552.24), payable in equal monthly installments of forty-three
thousand two hundred ninety-six dollars and two cents ($43,296.02). The
rental rate shall increase annually at a rate of 2% throughout the lease
term. Tenant shall have the right to occupy and operate within the premises
prior to April, 2001 without payment of rent or other charges.

         (a) As used herein, the "First Rental Year" shall mean the period from
the commencement of the Lease term to the end of the twelfth (12th) full
calendar month thereafter; subsequent Lease years shall commence on the first
(1st) day of the next month of the Lease term and on each anniversary
thereafter. Tenant covenants and agrees to pay all rentals reserved hereunder to
Landlord, without notice or demand, in advance, on the first (1st) day of each
month during the term of this Lease, without setoff or deduction. The rental for
any fractional monthly periods at the beginning or at the end of each Lease year
shall be prorated on a per diem basis and shall be payable on the date upon
which the Lease term commences, and on the first (1st) day of the last partial
month of the Lease term, respectively. Tenant covenants and agrees that it will
not prepay any rent more than one (1) month in advance without Landlord's prior
written consent.

         (b) All rentals shall be paid to MERRITT/BAVAR-VA, LLC at 2066 Lord
Baltimore Drive, Baltimore, Maryland 21244, or at such other place or to such
appointee of the Landlord as the Landlord may from time to time designate in
writing.

             This Lease is made subject to the following additional terms,
covenants and conditions:


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         1.   PAYMENT OF RENTAL.

Tenant covenants and agrees to pay the rental herein reserved and each
installment thereof promptly when and as due, without setoff or deduction
whatsoever. Tenant further agrees that it will not prepay rent more than one (1)
month in advance without Landlord's prior written consent.

         2.   USE.

              (a) Tenant covenants and agrees to use and occupy the premises
solely for the following purposes:

         MANUFACTURING, WAREHOUSING, DISTRIBUTION AND OFFICE USE.

Tenant agrees to comply with all applicable zoning and other laws and
regulations, and provide and install at its own expense any additional equipment
or alterations required to comply with all such laws and regulations as required
from time to time. Tenant will not permit, allow or cause any public or private
auction sales or sheriffs' or constables' sales to be conducted on or from the
premises. Tenant further covenants and agrees (i) to use the premises in a
manner which does not interfere with the rights of quiet enjoyment of any other
tenants of the building and which is not a nuisance, (ii) to maintain all
mechanical equipment and sound producing or reproducing equipment within the
premises free from vibration or noise which may interfere with the quiet
enjoyment of other tenants of the building, and (iii) not to make any
objectionable use of the premises to generate any objectionable odor therefrom.


         3.   UTILITIES.

              (a) Tenant agrees to pay as additional rent the water rent and
sewer service charges chargeable to the total building in which the premises are
located, which sum shall be due within fifteen (15) days after Landlord's
written demand. However, if in Landlord's reasonable judgment, the water and
sewer charges for the premises are substantially higher than normal due to
Tenant's water usage, then Tenant agrees that it will, upon written notice from
Landlord, install a water meter at Tenant's expense and thereafter pay all water
charges for the premises based on such meter readings.

              (b) Tenant shall also pay all costs of electricity, gas,
telephone and other utilities used or consumed on the premises, together with
all taxes, levies or other charges on such utilities. If Tenant defaults in
payment of any such utilities, charges or taxes, Landlord may, at its option,
pay the same for and on Tenant's account, in which event Tenant shall promptly
reimburse Landlord therefor.

              (c) In addition, Tenant shall pay, as additional rent, 100%
(being the same percentage which the square foot floor area of the premises
bears to the entire leasable area of the building) of Landlord's costs of public
service electric usage, including usage for lighting the


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parking and other common areas, which sum shall be due within fifteen (15) days
after Landlord's demand.

         4.   COMPLIANCE WITH LAWS.

              (a) Tenant covenants and agrees that it will, at its own
expense, observe, comply with and execute all laws, orders, rules, requirements
and regulations of any and all governmental departments, bodies, bureaus,
agencies and officers, and all rules, directions, requirements and
recommendations of the local board of fire underwriters and the fire insurance
rating organizations having jurisdiction over the area in which the premises are
situated, or other bodies or agencies now or hereafter exercising similar
functions in the area in which the premises are situated (collectively "Laws"),
to the extent compliance with such Laws is required due to the Tenant's special
use and occupancy thereof or due to Tenant's alterations to the premises.
Landlord will be responsible for compliance with all Laws which relate generally
to the premises and/or to the uses permitted by the Lease of the premises. In
the event Tenant shall fail or neglect to comply with any of the Laws as
required herein, Landlord or its agents may enter the premises and take all such
action and do all such work in or to the premises as may be necessary in order
to cause compliance with such laws, orders, rules, requirements or
recommendations, and Tenant covenants and agrees to reimburse Landlord promptly
upon demand for the expense incurred by Landlord in taking such action and
performing such work.

              (b) Without limiting the generality of paragraph (a) hereof,
with respect to all alterations made by the Tenant to the premises, Tenant shall
at all times keep such portions of the premises in compliance with the Americans
With Disabilities Act and its supporting regulations, and all similar Laws. If
Landlord's consent would be required for alterations to bring such portions of
the altered Premises into compliance, Landlord agrees not to unreasonably
withhold its consent.

        5.    ASSIGNMENT AND SUBLETTING.

              Tenant covenants and agrees not to assign this Lease, in whole
or in part, nor sublet the premises, or any part or portion thereof, nor grant
any license or concession for all or any part thereof, without the prior written
consent of the Landlord in each instance first had and obtained, such consent
not to be unreasonable withheld or delayed. If such assignment or subletting is
permitted, Tenant shall not be relieved from any liability whatsoever under this
Lease. In the event that the amount of the rent or other consideration to be
paid to the Tenant by any assignee or sublessee is greater than the rent
required to be paid by the Tenant to the Landlord pursuant to this Lease, Tenant
shall pay to Landlord any such excess as is received by Tenant from such
assignee or sublessee. 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. An assignment for the benefit of
Tenant's creditors or otherwise by operation of law shall not be effective to
transfer or assign Tenant's interest under this Lease unless Landlord shall have
first consented thereto in writing.


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         6.   LOADING CAPACITY.

              Tenant covenants and agrees not to load the premises beyond
its present carrying or loading capacity.

         7.   INCREASE IN LANDLORD'S INSURANCE RATES.

              Tenant will not do, or suffer to be done, anything in or about
the premises, or keep or suffer to be kept, anything in or about the premises
which will contravene or affect any policy of insurance against loss by fire or
other hazards, including, but not limited to, public liability, now existing or
which the Landlord may hereafter place thereon, or which will prevent the
Landlord from procuring such policies in companies acceptable to Landlord at
standard rates. Tenant will, at Tenant's sole expense, take all such actions and
make any installations or alterations as may be necessary to obtain the greatest
possible reduction in the insurance rates for the premises and the building in
which the premises are located (or, if the premises are a part of a building,
any increase in the premium of any insurance on said entire building) caused by
the occupancy of Tenant, the nature of the business carried on by Tenant in the
premises, or otherwise resulting from any act of Tenant, its agents, servants,
employees or customers, or anything done or suffered to be done by Tenant, its
agents, servants, employees or customers. Notwithstanding the foregoing,
Landlord agrees that Tenant shall not be required to take any actions or make
any installations or alterations so long as the use of the Premises is in
compliance with Section 2.

         8.   INSURANCE - INDEMNITY.

              (a) Tenant covenants and agrees that from and after the
earlier of the commencement of this Lease or the date of delivery of the
premises from Landlord to Tenant, Tenant will carry and maintain, at its sole
cost and expense and in the amounts specified and in the form hereinafter
provided, the following types of insurance:

                  (i) COMMERCIAL GENERAL LIABILITY. Commercial general
         liability insurance covering the premises and Tenant's use thereof
         against claims for bodily injury or death and property damage occurring
         upon, in or about the premises, such insurance to afford protection to
         the limit of not less than two million dollars ($2,000,000) arising out
         of any one occurrence. The insurance coverage required under this
         Section 8(a)(i) shall, in addition, extend to any liability of Tenant
         arising out of Tenant's indemnities hereinafter provided, as well as
         Independent Contractors' Liability, Products/Completed Operations
         Liability, Personal Injury Liability and Contractual Liability. If such
         insurance contains an annual aggregate limit, the annual aggregate
         limit may not be diminished by claims occurring at locations other than
         the premises.

                  BOILERS. If Tenant's premises shall contain a boiler or other
         pressure vessel, Tenant shall carry Boiler and Machinery Insurance with
         a direct damage limit not less than


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         the full value of the building in which Tenant's premises are situated.
         Such insurance shall be written on a "repair and replacement"
         (replacement cost) basis.

                  TENANT IMPROVEMENTS AND PROPERTY. Insurance covering all
         leasehold improvements and other improvements installed by Tenant
         upon the premises, trade fixtures and personal property from time to
         time in, on or upon the premises and any alterations, improvements,
         additions or changes made by Tenant thereto in an amount not less than
         one hundred percent (100%) of their full replacement cost from time to
         time during the Lease term, providing protection against special causes
         of loss as defined within the property insurance form promulgated by
         the Insurance Services Office, Inc. Such insurance shall be on an
         agreed value (no coinsurance) basis and shall have a deductible of not
         more than one thousand dollars ($1,000.00). Any policy proceeds from
         such insurance, so long as this Lease shall remain in effect, shall be
         held in trust by Tenant's insurance company first for the repair,
         reconstruction, restoration or replacement of any covered property in
         which Landlord has an insurable interest, before they are used for any
         other purpose.

                  (ii) PLATE GLASS. Plate glass insurance covering all plate
         glass in the premises. Tenant shall be and remain liable for the repair
         and restoration of all such plate glass.

                  (iii) WORKER'S COMPENSATION. Worker's compensation
         insurance covering Tenant's employees for statutory benefits payable in
         the state in which the premises are located and including employer's
         liability insurance with limits of not less than one hundred thousand
         dollars ($100,000.00) per accident, one hundred thousand dollars
         ($100,000.00) per employee for disease and five hundred thousand
         dollars ($500,000.00) as a policy limit for disease.

              (b) All policies of insurance to be provided by Tenant shall
be issued in form acceptable to Landlord by insurance companies with general
policyholder's rating of not less than A: XI as rated in the most current
available "Best's" Insurance Reports, and qualified to do business in the state
in which the premises are located. Other than worker's compensation, each such
policy shall be issued in the names of Landlord and Tenant and shall be for the
mutual and joint benefit and protection of each of said parties. Executed copies
of each such policy of insurance or a certificate thereof shall be delivered to
Landlord within ten (10) days after the earlier of the commencement of this
Lease or delivery of possession of the premises to Tenant and thereafter at
least fifteen (15) days prior to the expiration of each such policy. As often as
any such policy shall expire or terminate, renewal or additional policies shall
be procured and maintained by Tenant in like manner and to like extent. All such
policies of insurance shall contain a provision that the company writing said
policy will give to Landlord at least thirty (30) days' notice in writing in
advance of any cancellations, or lapse, or the effective date of any reduction
in the amounts of insurance. In the event Tenant shall fail to promptly furnish
any insurance herein required, Landlord may effect the same and Tenant shall
promptly reimburse Landlord upon demand, as additional rent, the premium so paid
by Landlord. If, upon Tenant's failure, rather than purchase


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separate insurance coverage, Landlord chooses to include Tenant's coverage under
Landlord's insurance policies, then Tenant shall promptly reimburse Landlord
upon demand, as additional rent, the greater of the increase in Landlord's
premium resulting therefrom or One Thousand Dollars ($1,000.00). All such public
liability, property damage and other casualty policies shall be written as
primary policies which do not contribute to and are not in excess of coverage
which Landlord may carry. All such public liability and property damage policies
shall contain a provision that Landlord shall nevertheless be entitled to
recover under said policies for any loss occasioned to it, its servants, agents
and employees by reason of the negligence of Tenant or any other named assured.
Any insurance provided for may be affected by a policy or policies of blanket
insurance, covering additional items or locations; provided, however, that
(i) Landlord shall be named as an additional assured thereunder as its
interests may appear; (ii) the coverage afforded Landlord will not be reduced
or diminished by reason of the use of such blanket policy of insurance;
(iii) any such policy or policies (except any covering the risks referred to in
paragraph [i]), shall specify therein (or Tenant shall furnish Landlord with a
written statement from the insurers under such policy specifying) the amount of
the total insurance allocated to the "Tenant Improvements and Property" more
specifically detailed in paragraph (iii), above; and (iv) the requirements set
forth herein are otherwise satisfied. Any insurance policies herein required
to be procured by Tenant shall contain an express waiver of any right of
subrogation by the insurance company against the Landlord, and all other tenants
or occupants of space in the building.

              (c) Tenant shall, and does hereby, indemnify and hold harmless
Landlord and any other parties in interest set forth in paragraph (b), above,
from and against any and all liabilities, fines, claims, damages and actions,
costs and expenses of any kind or nature (including attorneys' fees) and of
anyone whatsoever (i) relating to or arising from the use and occupancy of the
premises; (ii) due to or arising out of any mechanic's lien filed against the
building, or any part thereof, for labor performed or for materials furnished or
claimed to be furnished to Tenant, or (iii) due to or arising out of any breach,
violation or nonperformance of any covenant, condition or agreement in this
Lease set forth and contained on the part of Tenant to be fulfilled, kept,
observed or performed, unless such damage or injury shall be occasioned by the
negligence or willful act or omission of the Landlord, in which event, Landlord
shall indemnify and hold harmless Tenant to the extent of such negligence or
willful act or omission. Notwithstanding the foregoing, Tenant shall at all
times remain liable for, and indemnify and hold harmless Landlord as aforesaid
against, any damage or injury arising from perils against which Tenant is
required by this Lease to insure, regardless of the negligence or willful act or
omissions of others.

         9.   ALTERATIONS.

Tenant shall be permitted to make alterations to the premises or to any part
thereof, including the installation of rooftop antennas and satellite dishes, ,
provided that the prior written consent of Landlord in each instance is first
had and obtained, which consent shall not be unreasonably withheld or delayed.
If Tenant shall desire to make such alterations, plans for the same shall first
be submitted to and approved by Landlord, and all work and installations shall
be performed by Tenant at its own expense in accordance with approved plans.
Tenant agrees that all such work shall be


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done in a good and workmanlike manner, that the structural integrity of the
building shall not be impaired, and that no liens shall attach to the premises
by reason thereof. Tenant agrees to obtain, at Tenant's expense, all permits
required for such alterations.

          10. OWNERSHIP OF ALTERATIONS.

              Landlord may elect in writing, at the time Landlord consents
to any alteration pursuant to Section 9, that all or part of any such alteration
made by Tenant shall not remain on the premises after the termination of this
Lease. In the event of such election, the premises shall be restored to their
original condition by Tenant before the expiration of this Lease at Tenant's
sole expense. Notwithstanding the foregoing, Tenant shall not be required to
remove or restore non-structural building improvements. With respect to any such
alterations, improvements, betterments or mechanical equipment that are to
remain on the premises, including but not limited to, heating and air
conditioning systems, but excluding trade fixtures, they shall become the
property of Landlord as soon as they are affixed to the premises, and all right,
title and interest thereof of Tenant shall immediately cease. Tenant shall be
permitted to remove trade fixtures provided that Tenant shall repair any damage
caused by the removal. Tenant shall promptly pay any franchise, minor privilege
or other tax or assessment resulting directly or indirectly from any alterations
or improvements made by Tenant to the premises. Tenant shall 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 or removal of such
property, regardless of fault or by whom such damage shall be caused.

         11.  REPAIRS AND MAINTENANCE.

              (a) The premises are leased to Tenant "as is," and except as
herein expressly provided, Landlord shall be under no liability, nor have any
obligation to do any work or make any repairs in or to the premises, and any
work which may be necessary to outfit the premises for Tenant's occupancy or for
the operation of Tenant's business therein is the sole responsibility of Tenant
and shall be performed by Tenant at its own cost and expense. Tenant
acknowledges that it has fully inspected the premises prior to the execution of
this Lease, and Tenant further acknowledges that Landlord has made no warranties
or representations with respect to the condition or state of repairs of the
premises.

              (b) Tenant will, during the term of this Lease, keep the
premises and appurtenances (including windows, doors, plumbing, heating and
electrical facilities and installations) in good order and repair and will make
all necessary ordinary repairs thereof at its own expense, except that Landlord
will make all necessary repairs (except painting) to the exterior masonry walls
and roof of the premises, and to the outside portions of the premises (including
paving, exterior lighting and landscaping) after either being notified in
writing by Tenant of the need for such repairs or otherwise having knowledge of
the need for such repairs, and shall have a reasonable time in which to complete
such repairs. Tenant agrees to carry after the First Rental


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Year, throughout the remainder of the term of this Lease and any renewal or
extensions hereof, a maintenance and/or service agreement or policy on the HVAC
system in the demised premises. Tenant shall provide Landlord with a copy of
such policy or a certificate evidencing such coverage, prior to the commencement
of the second Rental Year of the Lease term. Landlord shall be responsible for
maintenance of the HVAC system during the First Rental Year. In the event that
the repairs required to be made by Landlord are necessitated as a result of
negligence or misuse by Tenant, its agents, servants, employees, licensees or
guests, or by any contractor engaged by or on behalf of Tenant, such repairs
shall be made by and be paid for by Tenant. If Tenant does not elect to perform
its own snow and ice removal, Tenant agrees to pay as additional rent Tenant's
pro-rata share of snow and ice removal expense, based upon the size of the
premises in proportion to the total square footage of the park in which the
premises are located. Tenant will, at the expiration of the term or at the
sooner termination thereof by forfeiture or otherwise, deliver up the premises
in the same good order and condition as they were at the beginning of tenancy,
reasonable wear and tear excepted. Tenant further agrees that it will maintain
the premises at its own expense in a clean, orderly and sanitary condition, free
of insects, rodents, vermin, and other pests; and that it will not permit undue
accumulation of garbage, trash, rubbish or other refuse, but will remove the
same at its own expense and will keep such refuse in proper containers within
the interior of the premises until called for to be removed. Tenant further
agrees that it will not install any additional electrical wiring or plumbing
unless it has first obtained Landlord's written consent thereto (such consent
not to be unreasonably withheld or delayed), and, if such consent is given,
Tenant will install the same at its own cost and expense, and Tenant shall
obtain, at Tenant's expense, all permits required for such installation.

              (c) In the event Tenant shall not proceed promptly and
diligently to make any repairs or perform any obligation imposed upon it by
subparagraphs (a) and (b) hereof 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 per- form 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. \

              (d) Landlord shall be responsible for making any capital
repairs and replacements (as opposed to ordinary maintenance repairs) to the
premises, such as (if necessary) replacement of the furnace, re-paving of the
parking lots, and replacement of plumbing facilities.

         12.  TAX AND INSURANCE ESCALATION.

              (a) The premises hereby leased comprise approximately one
hundred percent (100%) of the total land and/or building(s) within which the
premises are located.

              (b) Tenant covenants and agrees to pay Landlord, as additional
rent, one hundred percent (100%) of any increase in real estate taxes assessed
against the land and/or


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building(s) in excess of the taxes for the 2001/2002 fiscal year whether as a
result of an increase in the assessment or tax rate, or the levy, assessment or
imposition of any tax on real estate as such not now levied, assessed or
imposed, which payment shall be due and payable within fifteen (15) days after
Landlord's written demand. The foregoing shall apply to increases in real estate
taxes assessed against the land or building(s) generally, and not resulting from
improvements placed thereon by Tenant. In the event of any increases in real
estate taxes resulting from improvements, alterations or additions made by
Tenant, Tenant shall pay the entire amount of said increase. If this Lease shall
be in effect for less than a full fiscal year, Tenant shall pay a pro rata share
of taxes, based upon the number of months that this Lease is in effect. "Taxes"
as used herein shall include, but not by way of limitation, all paving taxes,
special paving taxes, Metropolitan District charges, and any and all other
benefits or assessments which may be levied on the premises or the land or
building(s) in which the same are situate (including any Owner's or Community
Association to which to land is subject), but shall not include any income tax
on the income or rent payable hereunder. "Taxes" shall also include all
reasonable expenses incurred by Landlord (including attorneys' fees and costs)
in contesting any increase in, or applying for any reduction of, a tax
assessment.

              (c) Tenant also covenants and agrees to pay Landlord, as
additional rent, one hundred percent (100%) of any increase in insurance
premiums (as hereinafter defined) in excess of the annualized premiums for the
First Rental Year, which payment shall be due and payable within fifteen (15)
days after Landlord's written demand. As used herein, "insurance premiums" means
the total premium cost of all insurance carried by Landlord with respect to the
total land and building(s) within which the premises are located, including, but
not limited to, all Real Property and Rental Value perils insured against under
an "All Risk" insuring agreement, primary General Liability insurance and
Umbrella and/or Excess Liability insurance.

         13.  DEFAULT.

              (a)  Any of the following events shall constitute a default by
Tenant:

                   (i) If the rent (basic or additional) shall be in
         arrears, in whole or in part for ten (10) days after written default
         notice from Landlord to Tenant (provided that Landlord shall only be
         required to give Tenant two (2) such written default notices within any
         twelve (12) month period, and thereafter Tenant shall be deemed in
         default if any such rental payment, in whole or in part, is not made
         within ten (10) days after the due date without the requirement of
         further written notice during such twelve (12) month period ; or

                   (ii) If Tenant shall have failed to perform any other term,
         condition, or covenant of this Lease on its part to be performed
         for a period of thirty (30) days after notice of such failure from
         Landlord or within such longer period of time as may be reasonably
         necessary to cure such default provided Tenant commences its cure
         within thirty (30) days and diligently prosecutes same; or


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                   (iii) If the premises are vacant, unoccupied or deserted for
         a period of thirty (30) days or more at any time during the term, and
         Tenant fails to provide adequate supervision or periodic inspections of
         the vacant building; or

                   (iv) If Tenant is adjudicated a bankrupt or insolvent by any
         court of competent jurisdiction, or if any such court enters an order,
         judgment or decree finally approving any petition against Tenant
         seeking reorganization, liquidation, dissolution or similar relief or
         if a receiver, trustee, liquidator or conservator is appointed for all
         or substantially all of Tenant's assets and such appointment is not
         vacated within ten (10) days after the appointment, or if Tenant seeks
         or consents to any of the relief hereinabove enumerated in this
         subparagraph (iv) or files a voluntary petition in bankruptcy or
         insolvency or makes an assignment of all or substantially all of its
         assets for the benefit of creditors or admits in writing of its
         inability to pay its debts generally as they come due or files Articles
         of Dissolution, or similar writing indicating its intention to wind up
         or liquidate its business, with the appropriate authority of the place
         of its incorporation; or

                   (v) If Tenant's leasehold interest under this Lease
         is sold under execution, attachment or decree of court to satisfy any
         debt of Tenant, or if any lien (including a mechanic's lien) is filed
         against Tenant's leasehold interest and is not discharged within ten
         (10) days thereafter.

              (b)  Upon the happening of an Event of Default as defined in
paragraph (a) hereof, Landlord, in addition to any and all legal and equitable
remedies it may have, shall have the following remedies:

                   (i) To distrain for any rent or additional rent in default;
         and

                   (ii) At any time after default, without notice, to declare
         this Lease terminated and enter the premises with or without legal
         process; and in such event Landlord shall have the benefit of all
         provisions of law now or hereafter in force respecting the speedy
         recovery of possession from Tenant's holding over or proceedings in
         forcible entry and detainer, and Tenant waives any and all provisions
         for notice under such laws.

               Notwithstanding such reentry and/or termination, Tenant shall
immediately be liable to Landlord for the sum of the following: (a) all rent and
additional rent then in arrears, without apportionment to the termination date;
(b) all other liabilities of Tenant and damages sustained by Landlord as a
result of such Event of Default, including, but not limited to, the reasonable
costs of reletting the premises and any broker's commissions payable as a result
thereof; (c) all of Landlord's costs and expenses (including reasonable counsel
fees) in connection with such default and recovery of possession; (d) the
difference between the rent reserved under this Lease for the balance of the
term and the fair rental value of the premises for the balance of the term to be
determined as of the date of reentry; or at Landlord's option in lieu thereof,
Tenant shall pay the amount of the rent and


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additional rent reserved under this Lease at the times herein stipulated for
payment of rent and additional rent for the balance of the term, less any amount
received by Landlord during such period from others to whom the premises may be
rented on such terms and conditions and at such rentals as Landlord, in its sole
discretion, shall deem proper; and (e) any other damages recoverable by law. If
Tenant commits an Event of Default, Tenant shall pay to Landlord all costs and
expenses incurred by Landlord as a result thereof, including a reasonable
attorney's fee.

              (c) In the event Tenant fails to pay Landlord any rental
payment or other charge due hereunder within ten (10) days from the date on
which any such payment was due, Tenant shall pay a late charge equal to five
percent (5%) of the rental payment or other such charge, which late charge shall
be collectible as additional rent and shall be payable by Tenant to Landlord
within ten (10) days after written notice from Landlord to Tenant assessing the
same. In addition, any such rental payment or other charge which is delinquent
for sixty (60) days or more, shall bear interest from the date on which same was
due at the prime rate of interest then being charged by Allfirst Bank (the
"Default Rate").

         14.  DAMAGE OR DESTRUCTION.

              (a) If, during the Lease term, the premises hereby leased are
damaged by fire or other casualty, but not to the extent that Tenant is
prevented from carrying on business in the premises, Landlord shall promptly
cause such damage to be repaired; if such damage renders a substantial portion
of the premises untenantable, the rent reserved hereunder (except Tenant's share
of any charges for water) shall be reduced during the period of its
untenantability proportionately to the amount by which the area so rendered
untenantable bears to the entire area leased hereunder, and such reduction shall
be apportioned from the date of the casualty to the date when the leased
premises are rendered fully tenantable. Notwithstanding the foregoing, in the
event such fire or other casualty damages or destroys any of Tenant's leasehold
improvements, alterations, betterments or fixtures (excluding trade fixtures),
then unless such damage is covered by Landlord's insurance policy, Tenant shall
cause the same to be repaired or restored at Tenant's sole cost and expense and
Landlord shall have no liability for the restoration or repair thereof.

              (b) If, during the Lease term, the premises or a substantial
portion of the building in which the premises is situated are rendered wholly
untenantable as the result of fire, the elements, unavoidable accident or other
casualty, Landlord shall have the option either to restore the premises to their
condition immediately prior to the casualty or to terminate this Lease, such
option shall be exercised by Landlord by written notice to Tenant within thirty
(30) days after the fire, accident or casualty. In the event of such
termination, the rent reserved hereunder shall be adjusted as of the date of the
fire, accident or casualty. If Landlord elects to restore the premises, such
restoration shall be completed as promptly as reasonably possible and the rent
reserved hereunder shall abate until the premises are again rendered tenantable.


                                       11
<PAGE>


         15.  POSSESSION.

         In case possession of the premises, in whole or in part, cannot be
given to Tenant on or before the commencement of the term of this Lease,
Landlord agrees to abate the rent proportionately until possession is given to
Tenant, and Tenant agrees to accept such pro rata abatement as liquidated
damages for the failure to obtain possession on the commencement date herein
specified. The parties hereto covenant and agree that if the term of this Lease
commences on a date other than the date herein specified, they will, upon the
request of either of them, execute an agreement in recordable form setting forth
the new commencement and termination dates of the Lease term. Under no
circumstances shall Landlord be under any liability for failure to deliver
possession of the premises to Tenant on the date herein specified.

         16.  EXTERIOR OF PREMISES - SIGNS.

              (a) Tenant covenants and agrees that it will not place or
permit any sign, billboard, marquee, lights, awning, poles, placard, advertising
matter, or other thing of any kind (collectively "Sign"), in or about the
exterior of the premises or the building in which the premises are situate, nor
paint or make any change in, to or on the exterior of said premises to change
the uniform architecture, paint or appearance of the building, without in each
such instance obtaining the prior written consent of Landlord, such consent not
to be unreasonably withheld or delayed. In the event such consent is given,
Tenant agrees to pay any minor privilege or other tax arising as a result of any
such installation immediately when due. Tenant shall obtain, at Tenant's
expense, all permits required for such installation. Tenant further agrees to
maintain any Sign as may be approved by Landlord in good condition and repair at
all times.

              (b) Tenant further covenants and agrees not to pile or place
anything on the sidewalk, parking lot or other exterior portion of the premises
or building or in the front, rear or sides of the building, nor block the
sidewalk, parking lot or other exterior portion of the premises or building, nor
do anything that directly or indirectly will interfere with any of the rights of
ingress or egress or of light from any other tenant, nor do anything which will,
in any way, change the uniform and general design of any property of Landlord in
which the premises are situate. Notwithstanding the foregoing, Tenant shall have
the right to use the outside portions (as well as indoor portions) of the
premises for warehousing and distribution. In the event this Lease covers all or
substantially all of an entire building, Tenant agrees to either keep all
sidewalks, steps and porches free and clear of ice, snow and debris, or allow
Landlord to perform such services and pay to Landlord its pro-rata share of the
cost thereof as provided in Section 11.


                                       12
<PAGE>


         17.  INTENTIONALLY DELETED.

         18.  FOR RENT/SALE SIGNS.

Landlord shall have the right to place a "For Rent" sign on any portion of said
premises for six (6) months prior to termination of this Lease and to place a
"For Sale" sign thereon at any time. During such six-month period, Landlord may
show the premises and all parts thereof to prospective tenants between the hours
of 9:00 a.m. and 5:00 p.m. on any day except Sunday or any legal holiday on
which Tenant shall not be open for business.

         19.  WATER AND OTHER DAMAGE.

Landlord shall not be liable for, and Landlord is hereby released and relieved
from, all claims and demands of any kind by reason of or resulting from damage
or injury to person or property of Tenant or any other party, directly or
indirectly caused by (a) dampness, water, rain or snow, in any part of the
premises or in any part of any other property of Landlord or of others, and/or
(b) falling plaster, steam, gas, electricity, or any leak or break in any part
of the premises or from any pipes, appliances or plumbing or from sewers or the
street or subsurface or from any other place or any part of any other property
of Landlord or of others or in the pipes of the plumbing or heating facilities
thereof, no matter how caused.

         20.  RIGHT OF ENTRY.
Landlord and its agents, servants, employees, including any builder or
contractor employed by Landlord, shall have the absolute and unconditional
right, license and permission, at any and all reasonable times, to enter and
inspect the premises or any part thereof upon reasonable prior notice (except in
case of emergencies), and at the option of Landlord, to make such reasonable
repairs and/or changes in the premises as Landlord may deem necessary or proper
and/or to enforce and carry out any provision of this Lease.

         21.  TERMINATION OF TERM.

              (a) It is agreed that the term of this Lease shall expire and
terminate at the end of the original term hereof (or at the expiration of the
last renewal term, if this Lease contains a renewal option and the same is
properly exercised), without the necessity of any notice by or to any of the
parties hereto, unless otherwise provided herein. If Tenant shall occupy the
premises after such expiration or termination, it is understood that Tenant
shall hold the premises as a tenant from month-to-month, subject to all the
other terms and conditions of this Lease, at an amount equal to one hundred
twenty-five percent (125%) of the highest monthly rental installment reserved in
this Lease. Landlord shall, upon such expiration or termination of this Lease,
be entitled to the benefit of all public general or local laws relating to the
speedy recovery of possession of lands and tenements held over by Tenants that
may be now in force or may hereafter be enacted.


                                       13
<PAGE>


               (b) At the time Tenant surrenders the premises to Landlord,
the premises shall be in compliance with all applicable building code
requirements insofar as such requirements relate to Tenant's use and occupancy
of the premises or to any installations, alterations or improvements made by
Tenant thereto.

         22.   CONDEMNATION.

               (a) If, during the term of this Lease, all or a substantial
part of the premises shall be taken by or under power of eminent domain, this
Lease shall terminate as of, and the rent (basic and additional) shall be
apportioned to and abate from and after, the date of taking. Except as set forth
in paragraph (d) below, Tenant shall have no right to participate in any award
or damages for such taking and hereby assigns all of its right, title and
interest therein to Landlord. For the purposes of this paragraph, "a substantial
part of the premises" shall mean such part that the remainder thereof is
rendered inadequate for Tenant's business and that such remainder cannot
practicably be repaired and improved so as to be rendered adequate to permit
Tenant to carry on its business with substantially the same efficiency as before
the taking.

               (b) If, during the Lease term, less than a substantial part of
the premises (as hereinabove defined) is taken by or under power of eminent
domain, this Lease shall remain in full force and effect according to its terms;
and except as set forth in paragraph (d) below, Tenant shall not have the right
to participate in any award or damages for such taking and Tenant hereby assigns
all of its right, title and interest in and to the award to Landlord. In such
event Landlord shall, at its expense, promptly make such repairs and
improvements as shall be necessary to make the remainder of the premises
adequate to permit Tenant to carry on its business to substantially the same
extent and with substantially the same efficiency as before the taking; provided
that in no event shall Landlord be required to expend an amount in excess of the
award received by Landlord for such taking. If, as a result of such taking, any
part of the premises is rendered permanently unusable, the basic annual rent
reserved hereunder shall be reduced in such amount as may be fair and
reasonable, which amount shall not exceed the proportion which the area so taken
or made unusable bears to the total area which was usable by Tenant prior to the
taking. If the taking does not render any part of the premises unusable, there
shall be no abatement of rent.

               (c) For purposes of this section, "taking" shall include a
negotiated sale or lease and transfer of possession to a condemning authority
under bona fide threat of condemnation for public use, and Landlord alone shall
have the right to negotiate with the condemning authority and conduct and settle
all litigation connected with the condemnation. As hereinabove used, the words
"award or damages" shall, in the event of such sale or settlement, include the
purchase or settlement price.

               (d) Nothing herein shall be deemed to prevent Tenant from
claiming and receiving from the condemning authority, if legally payable,
compensation for the taking of

                                       14
<PAGE>


Tenant's own tangible property and such amount as may be payable by statute or
ordinance toward Tenant's removal and relocation expenses.

         23.  SUBORDINATION.

              Tenant covenants and agrees that all of Tenant's rights
hereunder are and shall be subject and subordinate to the lien of any mortgage
hereafter placed on the premises or any part thereof, except the Tenant's
personal property or trade fixtures, and to any and all renewals, modifications,
consolidations, replacements, extensions or substitutions of any first mortgage.
Such subordination shall be automatic, without the execution of any further
subordination agreement by Tenant. If, however, a written subordination
agreement, consistent with this provision, is required by a mortgagee, Tenant
agrees to execute, acknowledge and deliver the same and in the event of failure
so to do, Landlord may, in addition to any other remedies for breach of covenant
hereunder, execute, acknowledge and deliver the same as the agent or attorney in
fact of Tenant, and Tenant hereby irrevocably constitutes Landlord its
attorney-in-fact for such purpose. Landlord agrees to obtain a non-disturbance
agreement for the benefit of Tenant from all future mortgagees.

        24.   LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS.

              If Tenant shall fail to perform any covenant or duty required
of it by this Lease or by law, Landlord shall have the right (but not the
obligation) to perform the same, and if necessary to enter the premises for such
purposes without notice. The reasonable cost thereof to Landlord shall be deemed
to be additional rent hereunder payable by Tenant, and Landlord shall have the
same rights and remedies with respect to such additional rent as Landlord has
with respect to the rental reserved hereunder.

         25.  ATTORNMENT.

              (a) If Landlord assigns this Lease or the rents hereunder to a
creditor as security for a debt, Tenant shall, after written notice to Tenant of
such assignment and upon demand by Landlord or the assignee, Tenant shall pay
all sums thereafter becoming due Tenant hereunder to such assignee. Tenant shall
also, upon receipt of such notice, have all policies of insurance required
hereunder endorsed so as to protect the assignee's interest as it may appear and
shall deliver such policies, or certificates thereof, to the assignee.

              (b) If, at any time during the term of this Lease, the
Landlord of the leased premises shall be the holder of a leasehold estate
covering premises which include the leased premises, and if such leasehold shall
terminate or be terminated for any reason, or if, at any time during the term of
Lease a mortgage to which this Lease is subordinate shall be foreclosed, Tenant
agrees at the election and upon demand of any owner of the premises which
include the leased


                                       15
<PAGE>


premises, or of any mortgagee in possession thereof, or of any holder of a
leasehold thereafter affecting premises which include the leased premises, or of
any purchaser at foreclosure, to attorn, from time to time, to any such owner,
mortgagee, holder or purchaser upon the terms and conditions set forth herein
for the remainder of the term demised in this Lease. Provided however, that
Tenant shall not be obligated to attorn unless, if Tenant shall so request in
writing, such holder, owner, mortgagee or purchaser shall execute and deliver to
Tenant an instrument wherein said holder, owner, mortgagee or purchaser agrees
that so long as Tenant performs all the terms, covenants and conditions of this
Lease, on Tenant's part to be performed, Tenant's possession under the
provisions of this Lease shall not be disturbed by such holder, owner, mortgagee
or purchaser.

              (c) The foregoing provisions shall inure to the benefit of any
such owner, mortgagee, holder or purchaser and shall apply notwithstanding that
this Lease may terminate upon the termination of any such leasehold estate or
upon such foreclosure, and shall be self-operative upon any such demand, without
requiring any further instrument to give effect to such provisions. Tenant,
however upon demand of any such owner, mortgagee, holder or purchaser, agrees to
execute, from time to time an instrument in confirmation of the foregoing
provisions, satisfactory to any such owner, mortgagee, holder or purchaser, in
which Tenant shall acknowledge such attornment and set forth herein and shall
apply for the remainder of the term originally demised in this Lease.

         26.  NON-WAIVER OF FUTURE ENFORCEMENT.

              The receipt of rent by Landlord, with knowledge of any breach
of this Lease by Tenant or of any default on the part of Tenant in the
observance or performance of any of the conditions or covenants of this Lease,
shall not be deemed to be a waiver of any provisions of this Lease. No failure
on the part of Landlord or of the Tenant to enforce any covenant or provision
herein contained nor any waiver of any right hereunder by Landlord or Tenant,
shall discharge or invalidate such covenant or provision or affect the right of
Landlord or Tenant to enforce the same in the event of any subsequent default.
The receipt by Landlord of any rent or any sum of money or any other
consideration hereunder paid by Tenant after the termination, in any manner, of
the term herein demised, or after the giving by Landlord of any notice hereunder
to effect such termination, shall not reinstate, continue or extend the term
herein demised, or destroy, or in any manner impair the efficacy of any such
notice of termination as may have been given hereunder by Landlord to Tenant
prior to the receipt of any such sum of money or other consideration, unless so
agreed to in writing and signed by Landlord. Neither acceptance of the keys nor
any other act or thing done by Landlord or any agent or employee during the term
herein demised shall be deemed to be an acceptance of a surrender of said
premises, excepting only an agreement in writing signed by Landlord accepting or
agreeing to accept such surrender.


         27.  PERSONAL PROPERTY TAXES.

                                       16
<PAGE>


              Tenant shall be responsible for and shall pay any taxes or
assessments levied or assessed during the term of this Lease against any
leasehold interest of Tenant or personal property or trade fixtures of Tenant of
any kind, owned by Tenant or placed in, upon or about the premises by Tenant.

         28.  RECORDATION OF LEASE.

Tenant agrees that it will, upon Landlord's request, execute a Memorandum of the
Lease in a form suitable for recording under applicable Maryland law. The party
recording such Memorandum of Lease shall pay all costs of recordation, including
transfer taxes and documentary stamp taxes thereon.

         29.  NOTICES.

Any notice required by this Lease shall be sent by certified mail or by a
recognized overnight delivery service such as Federal Express with a receipt by
addressee to Landlord at: 2066 Lord Baltimore Drive, Baltimore, Maryland 21244.
Any notice required by this Lease shall be sent by certified mail to Tenant at:

              11126 McCormick Road
              Hunt Valley, Maryland 21031
              Attention: Robert B. Barnhill, Jr.

              With a copy to:

              Richard Rubin, Esq.
              Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.
              One South Street
              27th floor
              Baltimore, Maryland 21202

if no other address specified, such notices to Tenant shall be addressed to the
leased premises). Either party may, at any time, or from time to time, designate
in writing a substitute address for that above set forth, and thereafter all
notices to such party shall be sent by certified mail to such substitute
address.

         30.   WAIVER OF JURY TRIAL.

         THE LANDLORD AND THE TENANT WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY
ACTION, COUNTERCLAIM, OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT
MATTER OF THIS LEASE. THIS WAIVER APPLIES TO ALL CLAIMS AGAINST ALL PARTIES TO
SUCH ACTIONS AND PROCEEDINGS, INCLUDING PARTIES WHO ARE NOT PARTIES TO THIS
LEASE. THIS WAIVER IS KNOWINGLY,

                                       17
<PAGE>


INTENTIONALLY, AND VOLUNTARILY MADE BY THE TENANT AND THE TENANT ACKNOWLEDGES
THAT NEITHER THE LANDLORD, NOR ANY PERSON ACTING ON BEHALF OF THE LANDLORD, HAS
MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN
ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. THE TENANT FURTHER ACKNOWLEDGES THAT IT
HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE
SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL, SELECTED OF ITS OWN FREE WILL, IN THAT IT HAS HAD THE OPPORTUNITY TO
DISCUSS THIS WAIVER WITH COUNSEL.

         31.  SEVERABILITY.

              (a) It is agreed that, for the purpose of any suit brought or
based on this Lease, this Lease shall be construed to be a divisible contract,
to the end that successive actions may be maintained thereon as successive
periodic sums shall mature or be due hereunder, and it is further agreed that
failure to include in any suit or action any sum or sums then matured or due
shall not be a bar to the maintenance of any suit or action for the recovery of
said sum or sums so omitted; and Tenant agrees that it will not, in any suit or
suits brought or arising under this Lease for a matured sum for which judgment
has not previously been obtained or entered, plead, rely on or interpose the
defenses of RES ADJUDICATA, former recovery, extinguishment, merger, election of
remedies or other similar defense as a default to said suit or suits.

              (b) If any terms, clause or provision of this Lease is
declared invalid by a court of competent jurisdiction, the validity of the
remainder of this Lease shall not be affected thereby but shall remain in full
force and effect.

          32. SUCCESSORS AND ASSIGNS.

              (a) Except as herein provided, this Lease and the covenants
and conditions herein contained shall inure to the benefit of and be binding
upon Tenant, its successors and assigns, and shall inure to the benefit of
Tenant and only such assignees of Tenant to whom an assignment by Tenant has
been consented to in writing by Landlord. In the event more than one person,
firm or corporation is named herein as Tenant, the liability of all parties
named herein as Tenant shall be joint and several.

              (b) In the event Landlord's interest under this Lease is
transferred or assigned and written notice thereof is given to Tenant, the
Landlord herein named (or any subsequent assignee or transferee of Landlord's
interest under this Lease who gives such notice to Tenant) shall automatically
be relieved and released from and after the date of such transfer or conveyance
from all liability hereunder accruing after such transfer or assignment.
Further, Tenant specifically agrees to look solely to Landlord's interest in the
building for the recovery of any judgment from Landlord,


                                       18
<PAGE>


it being agreed that Landlord shall never be personally liable for any such
judgment. The provision contained in the foregoing sentence is not intended to,
and shall not, limit any right that Tenant might otherwise have to obtain
injunctive relief against Landlord or Landlord's successors in interest or any
other action not involving the personal liability of Landlord to respond in
monetary damages from assets other than Landlord's interest in the building or
any suit or action in connection with enforcement or collection of amounts which
may become owing or payable under or on account of insurance maintained by
Landlord.

         33.   SECURITY DEPOSIT.

               (a) Landlord hereby requires receipt from Tenant of the sum of
twenty-one thousand two hundred ninety-three dollars and thirteen cents
($21,293.13.25) which sum represents a security deposit for the faithful
performance of Tenant's obligations under this Lease.

               (b) Tenant agrees that Landlord shall have the right, but not
the obligation, in its sole discretion and without notice to Tenant to apply
said security deposit or any portion thereof to cure or remedy any default by
Tenant hereunder, including default in payment of rent. If Landlord so applies
the security deposit or any portion thereof Tenant shall, upon demand,
immediately reimburse Landlord for the portion of the security deposit so
applied; and any failure of Tenant to do so within five (5) days after
Landlord's written demand therefor shall constitute an event of default
hereunder. Said sum, if not sooner applied, shall be returned to Tenant, without
interest, within thirty (30) days after vacating of the premises by Tenant and
termination of this Lease (or upon termination of the last renewal term of this
Lease if this Lease contains a renewal and Tenant exercises said option);
provided (i) Tenant is not then in default under any of the provisions of this
Lease; (ii) there is no damage to the portions of the premises to be repaired by
Tenant hereunder, beyond ordinary wear and tear and the premises have been left
in a clean condition and in good order with all debris, rubbish and trash placed
in proper containers; (iii) all keys to the premises have been returned to the
Landlord; and (iv) Tenant's forwarding address has been left with Landlord.

               (c) Tenant further agrees that Landlord shall be entitled to
commingle said security deposit with its own funds.

               (d) Tenant further agrees that a mortgagee or holder of a deed
of trust on the premises hereby leased and/or a mortgagee or trust holder
thereof in possession of said premises and/or a purchase of said premises at a
foreclosure sale shall not have any liability to Tenant for Tenant's security
deposit.

               (e) If Tenant is in default under this Lease more than two (2)
times within any 12-month period, irrespective of whether or not such default is
cured, then, without limiting Landlord's other rights and remedies provided for
in this Lease or at law or in equity, the security deposit shall be increased,
within five (5) days after Landlord's written demand, by an amount equal


                                       19
<PAGE>


to the greater of: (i) an amount equal to the original security deposit, or (ii)
the then current monthly base rent.

         34.   NOTICES TO MORTGAGEE.

               Tenant agrees that a copy of any notice of default from Tenant
to Landlord shall also be sent to the holder of any mortgage or deed of trust on
the premises; provided Tenant has been given written notice of the fact that
such mortgage or deed of trust has been made and the name and address of the
mortgagee or holder of the deed of trust; and Tenant shall allow said mortgagee
or holder a reasonable time, not to exceed thirty (30) days from the receipt of
said notice, to cure, or cause to be cured, any such default.

         35.   ESTOPPEL CERTIFICATE.

Tenant shall, at any time and from time to time during the term of this Lease or
any renewal thereof, upon request of Landlord, execute, acknowledge, and deliver
to Landlord or its designee, a statement in writing, certifying that this Lease
is unmodified and in full force and effect if such is the fact (or if there have
been any modifications thereof, that the same is in full force as modified and
stating the modifications), the dates to which the rents and other charges have
been paid in advance, if any, and any defaults or claimed defaults by Landlord.
Any such statement delivered pursuant to this paragraph may be relied upon by
any prospective purchaser of the estate of Landlord or by the mortgagee or any
assignee of any mortgagee or the trustee or beneficiary of any deed of trust
constituting a lien on the premises or upon property in which the premises are
situate. Upon request of Tenant, Landlord shall deliver a similar certificate to
Tenant or its designee.

         36.   ENVIRONMENTAL PROVISIONS.

               (a) Tenant and its successors and assigns shall use and
operate the building, the property and the leased premises, respectively, at all
times during the term hereof, under and in compliance with all federal and State
of Maryland laws and regulations, and in compliance with all applicable
Environmental Legal Requirements, provided that Tenant shall not be responsible
for environmental conditions which pre-exist the term of this Lease or which are
caused by others. "Environmental Legal Requirements" shall mean any applicable
law relating to public health, safety or the environment, including, without
limitation, relating to releases, discharges or omissions to air, water, land or
groundwater, to the withdrawal or use of groundwater, to the use and handling of
polychlorinated biphenyls ("PCB's") or asbestos, or asbestos containing
products, to the disposal, treatment, storage or management of solid or other
hazardous or harmful wastes or to exposure to toxic, hazardous or other harmful
materials (collectively "Hazardous Substances") to the handling, transportation,
discharge or release of gaseous or liquid substance and any regulation or final
order or directive issues pursuant to such statute or ordinance, in each case
applicable to the premises, the building or its operation, construction or
modification, including without limitation the following: the Clean Air Act, the
Federal Water Pollution Control Act ("FWPCA"), the Safe Drinking Water


                                       20
<PAGE>


Act, the Toxic Substances Control Act, the Comprehensive Environmental Response
Compensation and Liability Act, as amended by the Solid and Hazardous Waste
Amendments of 1984 ("RCRA"), the Occupational Safety and Health Act, the
Emergency Planning and Community Right-to-Know Act of 1986, the Solid Waste
Disposal Act, and any state statutes addressing similar matters, and any state
statute providing for financial responsibility for clean-up or other actions
with respect to the release or threatened release of any of the above-referenced
substances.

               (b) Tenant hereby indemnifies and saves Landlord harmless from
all liabilities and claims arising from the use, storage or placement of any
Hazardous Substances upon the premises or elsewhere within the Building or
property of Landlord (if brought or placed thereon by Tenant, its agents,
employees, contractors or invitees); and Tenant shall (i) within fifteen (15)
days after written notice thereof, take or cause to be taken, at its sole
expense, such actions as may be necessary to comply with all Environmental Legal
Requirements and (ii) within fifteen (15) days after written demand therefor,
reimburse Landlord for any amounts expended by Landlord to comply with any
Environmental Requirements with respect to the premises or with respect to any
other portions of Landlord's Building or property as the result of the placement
or storage of Hazardous Substances by Tenant, its agents, employees, contractors
or invitees, or in connection with any judicial or administrative investigation
or proceeding relating thereto, including, without limitation, reasonable
attorneys' fees, fines or other penalty payments.

               (c) In the event Tenant is deemed to have violated any of its
obligations set forth in this Lease with respect to the Environmental Legal
Requirements, Landlord shall have the right and option, after fifteen (15) days
prior written notice to Tenant, to terminate this lease by written notice
thereof to Tenant, in which event Landlord shall retain all rights and remedies,
and Tenant shall be subject to all liabilities, set forth in Article 13 of this
lease notwithstanding such termination.

          37.  CAPTIONS.

               The captions of the various sections of this Lease are for
convenience only and are not a part of this Lease. Such captions shall not be
construed to define or limit any of the provisions of this Lease.

          38.  FINAL AND ENTIRE AGREEMENT.

               This Lease contains the final and entire agreement between the
parties hereto, and neither they nor their agents shall be bound by any terms,
conditions or representations not herein written.

          39.  TENANT REPRESENTATIVE.


                                       21
<PAGE>


The name, address and telephone number of Tenant's representative to be
contacted in event of emergency:

          --------------------------

          40.  ADDITIONAL RENT.

          All sums of money required to be paid by Tenant to Landlord pursuant
to the terms of this Lease, unless otherwise specified herein, shall be
considered additional rent and shall be collectible by Landlord as additional
rent, in accordance with the terms of this Lease. Nothing herein contained shall
be deemed to suspend or delay the payment of any amount of money or charge at
the time the same becomes due and payable hereunder or to limit any other remedy
of Landlord.

         41.

         42.  ADDITIONAL ITEMS.

A.       Landlord shall repaint and carpet the existing office space.
B.       All water damage shall be repaired.
C.       All electrical, plumbing and mechanical systems shall be in good
working order upon occupancy, as well as HVAC, dock levelers and loading doors.


         42.  RENEWAL OPTIONS.

         If Tenant is not then in default under this Lease or any of the
provisions hereof beyond any applicable period of notice and cure, Tenant may
extend the term of this Lease for one (1) additional successive period of five
(5) years, by notifying Landlord in writing of its intention to do so at least
one hundred eighty (180) days prior to the expiration of the then current term.
Each such renewal term shall be under the same terms and conditions as are
herein set forth except that the annual rental for each succeeding renewal term
shall be adjusted as follows:

         RENTAL RATE SHALL BE THE 4% INCREASE OVER THE LAST YEAR OF THE LEASE
         TERM, WITH 2% ANNUAL INCREASES THEREAFTER.

         43.   TIME.

Time is of the essence for all purposes in this Lease.

                        SIGNATURES CONTINUED ON NEXT PAGE


                                       22
<PAGE>


              AS WITNESS the hands and seals of the parties hereto the date
and year first above written.

WITNESS:                           MERRITT MANAGEMENT CORPORATION
                                      AGENT for MERRITT/BAVAR-VA, LLC


                                                                     (SEAL)
--------------------------         --------------------------------
                                               LANDLORD


                                   TESSCO, INC.


                                   BY:                               (SEAL)
--------------------------             ----------------------------
                                                TENANT


                                       23
<PAGE>



                       TABLE OF CONTENTS FOR LEASE BETWEEN
                         MERRITT/BAVAR-VA, LLC, LANDLORD
                      AND TESSCO TECHNOLOGIES, INC., TENANT




1.    PAYMENT OF RENTAL...................................................... 2

2.    USE.................................................................... 2

3.    UTILITIES.............................................................. 2

4.    COMPLIANCE WITH LAWS................................................... 3

5.    ASSIGNMENT AND SUBLETTING.............................................. 3

6.    LOADING CAPACITY....................................................... 4

7.    INCREASE IN LANDLORD'S INSURANCE RATES................................. 4

8.    INSURANCE - INDEMNITY.................................................. 4

9.    ALTERATIONS............................................................ 6

10.   OWNERSHIP OF ALTERATIONS............................................... 7

11.   REPAIRS AND MAINTENANCE................................................ 7

12.   TAX AND INSURANCE ESCALATION........................................... 8

13.   DEFAULT................................................................ 9

14.   DAMAGE OR DESTRUCTION..................................................11

15.   POSSESSION.............................................................12

16.   EXTERIOR OF PREMISES - SIGNS...........................................12

17.   RELOCATION.............................................................13

18.   FOR RENT/SALE SIGNS....................................................13

19.   WATER AND OTHER DAMAGE.................................................13

20.   RIGHT OF ENTRY.........................................................13

21.   TERMINATION OF TERM....................................................13

22.   CONDEMNATION...........................................................14


                                       1
<PAGE>


23.   SUBORDINATION..........................................................15

24.   LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS.........................15

25.   ATTORNMENT.............................................................15

26.   NON-WAIVER OF FUTURE ENFORCEMENT.......................................16

27.   PERSONAL PROPERTY TAXES................................................16

28.   RECORDATION OF LEASE...................................................17

29.   NOTICES................................................................17

30.   WAIVER OF JURY TRIAL...................................................17

31.   SEVERABILITY...........................................................18

32.   SUCCESSORS AND ASSIGNS.................................................18

33.   SECURITY DEPOSIT.......................................................19

34.   NOTICES TO MORTGAGEE...................................................20

35.   ESTOPPEL CERTIFICATE...................................................20

36.   ENVIRONMENTAL PROVISIONS...............................................20

37.   CAPTIONS...............................................................21

38.   FINAL AND ENTIRE AGREEMENT.............................................21

39.   TENANT REPRESENTATIVE..................................................21

40.   ADDITIONAL RENT........................................................22

41.   ADDITIONAL ITEMS.......................................................22

42.   RENEWAL OPTIONS........................................................22

43.   TIME...................................................................22


                                       2
</TEXT>
</DOCUMENT>
