LEASE AGREEMENT FOR


                                INPHONIC.COM INC.

                                   Suite # 215


                                WATERFRONT CENTER
                           1010 Wisconsin Avenue, N.W.
                              Washington, DC 20007

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                                TABLE OF CONTENTS

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Section                                                                      Page
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WATERFRONT CENTER .......................................................       1

1.       DEMISED PREMISES ...............................................       1

2.       TERM ...........................................................       1

3.       USE ............................................................       2

4.       RENT ...........................................................       3

5.       DEPOSIT ........................................................       4

6.       (A) OPERATING EXPENSFS (Intentionally Omitted) .................       6

7.       CONSUMER PRICE INDEX ESCALATION (Intentionally Omitted) ........       6

8.       ASSIGNMENT AND SUBLETTING ......................................       6

9.       PREMISES IMPROVEMENTS ..........................................       8

10.      ALTERATIONS ....................................................       8

11.      LIENS ..........................................................      10

12.      MAINTENANCE BY LESSEE ..........................................      10

13.      SIGNS AND ADVERTISEMENTS .......................................      11

14.      DELIVERIES AND MOVING OF LESSEE'S PROPERTY .....................      11

15.      LESSEE'S EQUIPMENT .............................................      12

16.      SERVICES AND UTILITIES .........................................      13

17.      LESSEE'S RESPONSIBILITY FOR DAMAGE .............................      14

18.      ENTRY FOR INSPECTIONS- REPAIRS, OR INSTALLATIONS ...............      15

19.      INSURANCE RATING ...............................................      15

20.      INDEMNITY AND PUBLIC LIABILITY INSURANCE .......................      16

21.      WORKER'S COMPENSATION INSURANCE ................................      16

22.      ALL RISK COVERAGE INSURANCE ....................................      16

23.      LESSEE'S CONTRACTOR'S INSURANCE ................................      17

24.      REQIJIREMENTS FOR LESSEE'S INSIJRANCE POLICIES .................      17

25.      LIABILITY FOR DAMAGE TO PERSONAL PROPERTY AND PERSON ...........      18

26.      DAMAGE TO THE BUILDING AND/OR THE DEMISED PREMISES .............      18

27.      DEFAULT OF LESSEE ..............................................      19
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<TABLE>
<S>                                                                          <C>
28.      REPEATED DEFAULTS ..............................................    20

29.      WAIVER .........................................................    20

30.      SUBORDINATION AND COVENANTS WITH MORTGAGEES ....................    21

31.      CONDEMNATION ...................................................    23

32.      RULES AND REGULATIONS ..........................................    24

33.      RIGHT OF LESSOR TO CURE LESSEE'S DEFAULT .......................    24

34.      LATE CHARGES ...................................................    24

35.      BANKRUPTCY .....................................................    25

36.      NO PARTNERSHIP .................................................    25

37.      NO REPRESENTATIONS BY LESSOR ...................................    25

38.      BROKER AND AGENT ...............................................    25

39.      WAIVER OF JURY TRIAL ...........................................    26

40.      ENFORCEMENT OF LEASE ...........................................    26

41.      NOTICES ........................................................    26

42.      ESTOPPEL CERTIFICATES ..........................................    27

43.      HOLDING OVER ...................................................    27

44.      RIGHTS RESERVED BY LESSOR ......................................    28

45.      COVENANTS OF LESSOR ............................................    29

46.      LIEN FOR RENT (Intentionally Omitted) ..........................    29

47.      EFFECTIVFNESS OF LEASE .........................................    29

48.      TRASH SORTING AND ENVIRONMENTAL LAWS ...........................    29

49.      PARKING ........................................................    30

50.      RECORDATION ....................................................    31

51.      GENDER .........................................................    31

52.      BENEFIT AND BURDEN .............................................    31

53.      GOVERNING LAW ..................................................    31

54.      SAVINGS CLAUSE .................................................    32

55.      CORPORATE LESSEE ...............................................    32

56.      JOINT AND SEVERAL LIABILITY ....................................    32

57.      BUSINESS DAY/WORKING DAY .......................................    32
</TABLE>

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<TABLE>
<S>                                                                          <C>
58.      ENTIRE AGREEMENT ...............................................    33

59.      LESSEE'S REPRESENTATIONS .......................................    33

60.      HEADINGS .......................................................    33

61.      RIGHT-TO-RELOCATE ..............................................    33

62.      RIGHT-TO-MATCH .................................................    34
</TABLE>

                                 LEASE EXHIBITS

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT E

                                       iii

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                                WATERFRONT CENTER

                                 LEASE AGREEMENT

     THIS LEASE AGREEMENT (hereinafter the "Lease") is made and entered into on
this ___ day of February, 2000, by and between Waterfront Center Limited
Partnership, a District of Columbia limited partnership (hereinafter called
"Lessor") and InPhonic.com, a Delaware corporation (hereinafter called
"Lessee.")

     WITNESSETH, that, for and in consideration of the rents, mutual covenants,
and agreements hereinafter set forth, the parties hereto do hereby mutually
agree as follows:

1.   DEMISED PREMISES

     Lessor does hereby lease to Lessee, and Lessee does hereby lease from
Lessor, upon the terms and the conditions hereinafter provided, suite 215, (such
suite being hereinafter referred to as the "Demised Premises") deemed to contain
approximately 2,492 square-feet of area, located on the Second (2nd ) floor of
the office building (currently known as the Waterfront Center) situated at 1010
Wisconsin Avenue, N.W., Washington, DC (such building being hereinafter referred
to as the "Building" and which definition shall also include the four (4) level
townhouse situated at 1002 Wisconsin Avenue, N.W., Washington, DC; and which
definition shall include the parcel of land associated with the Building
currently known as Square 1188, Lot 0118, recorded in the land records of
Washington, DC). The Demised Premises is generally outlined on the floor plan(s)
attached hereto and made a part hereof as Exhibit "A". The Demised Premises
shall not include any of the Building's mechanical, electrical, or equipment
closets/rooms. The statement of approximate area of the Demised Premises set
forth above is not a representation or warranty by Lessor, but is rather an
amount agreed upon by Lessor and Lessee. The square footage of the Demised
Premises shall not be subject to remeasurement.

2.   TERM

     (A) The term of this Lease shall commence on the first (1/st/) day of
March, 2000 (the "Commencement Date.") Unless extended or earlier terminated as
provided in this Lease, the term of this Lease shall expire on the 28/th/ day of
February, 2003 (the "Termination Date.")

     (B) 1. In the event that Lessor shall not be able to give possession of the
Demised Premises on or before the Commencement Date above for any reason, then
Lessor, its Agent ("Agent" hereinafter defined) and employees shall not be
liable or responsible for any claims, damages, or liabilities arising in
connection therewith or by reason thereof, nor shall Lessee be excused from its
obligations to perform under the Lease.

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         2. If an event described in 2(B)1. above has occurred, then upon the
effective date of Lessor's notice to Lessee (which shall contain a minimum of
five (5) days prior notice): i) the Lessee shall occupy the Demised Premises
(the "Occupancy Date,") on the effective date that the Lessor has notified
Lessee in writing; ii) the Commencement Date shall be deemed to be the
first(1/st/) day of the first (1/st/) full calendar month following the
Occupancy Date; and iii)all provisions of this Lease shall also apply to the
period of time from the Occupancy Date through the day before the Commencement
Date, in addition to applying on and after the Commencement Date.

         3. If none of the events described in 2(B)I. above occur, the Lessee
shall occupy the Demised Premises on the Commencement Date as stated above in
2(A), and the Occupancy Date and the Commencement Date shall be deemed to be
one-in-the-same.

     (C) In the event Lessee fails to furnish to Lessor information requested by
Lessor which is required by Lessor to timely proceed with and complete ordering
of materials, preparation and procuring of prices for or for performance of any
Improvements, within two (2) working days from the receipt of Lessor's request
(oral or written) for information, then any delay by Lessor in completing the
Improvements specified in Exhibit "B" shall not in any manner delay or affect
the Commencement Date, including Lessee's obligation to pay Rent from said
Occupancy Date as provided in this Lease.

     (D) For the purpose of this Lease, the term "Occupancy Date" and
"Commencement Date" shall also mean any extended Occupancy Date and Commencement
Date which may be established pursuant to the operation of the provisions of
this section of the Lease.

     (E) The term "Lease Year" as it appears herein means that period of twelve
(12) consecutive calendar months commencing on the first (1/st/) day of the
month in which the Commencement Date (as it may be revised hereunder) occurs and
each consecutive twelve (12) month period thereafter.

3.   USE

     (A) 1. Lessee shall not commence the use of the Demised Premises pursuant
to terms herein prior to the Occupancy Date, without the prior written consent
of Lessor, in Lessor's sole and absolute discretion, and upon such terms as
Lessor may require. Lessee shall use and occupy the Demised Premises solely for
general office purposes only, and in accordance with, and subject to, all
applicable zoning regulations. The Demised Premises shall not be used for any
other purpose or purposes without the prior written consent of Lessor. Lessee
shall not use or occupy the Demised Premises for any unlawful purpose, and will
comply with all present and future laws, ordinances, regulations, and orders of
all governments, government agencies and any other public authority having
jurisdiction over the Demised Premises and will provide Lessor written evidence
of such compliance if so requested in writing by Lessor.

         2. Lessee shall take all action necessary to prevent any conduct or
activity by any of its invitees whomsoever: i) on any common area of the
Building including but not limited

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to any walkway, balcony, or patio, if any, adjacent to the-Demised Premises; or
ii) in the Demised Premises; which may cause injury or damage to any person or
property, or which, in Lessor's opinion, may be disturbing or offensive to, any
other tenants of the Building or to any member(s) of the public in the vicinity
of the Building. The Lessee shall indemnify, defend, and save harmless the
Lessor from any liability, loss, or obligation arising out of, or related to,
any such conduct or activity. Other than for Lessee's customary day-to-day
ingress and egress to the Demised Premises associated only with Lessee's
permitted use hereunder, Lessee shall not use or permit the use of any walk-way,
balcony, or patio for any purpose without the prior written consent of Lessor
(which may be conditioned, without limitation, on Lessee obtaining such
insurance coverage for such use as shall be satisfactory to Lessor).

     (B) The Lessee specifically acknowledges and agrees that it shall not
provide any type of communications, internet (unless such internet service is
through the "web" and not a direct, physical link in or through any part of the
Building,) utility, or other services to any other occupant or tenant in the
Building without the Lessor's prior written consent, which consent may be
conditioned or withheld at the Lessor's sole discretion.

4.   RENT

     (A) Lessee covenants and agrees to pay to Lessor the Rent (as hereinafter
defined) of every kind and nature specified in this Lease. This shall include:
i) Base Rent and Monthly Rent both as hereinafter defined); and ii) any sums,
charges, expenses, and costs identified in this Lease to be paid by Lessee to
Lessor or to a third party if required under this Lease, all of which shall be
deemed additional rent hereunder. All such amounts becoming due hereunder from
Lessee are sometimes hereafter referred to collectively as "Rent." Lessee's
obligation to pay said Rent shall begin on the Occupancy Date and shall continue
to remain an obligation of Lessee until said obligation to pay Rent is
completely satisfied.

     Lessee shall make all payments of Rent: i) each by one (1) check in lawful
currency of the United States of America, payable to "Waterfront Center," and
delivered to R B Associates, Inc., 1054 31st Street, N.W., Suite 1000,
Washington, DC, 20007, or to such other party or to such other address, or
pursuant to such other reasonable direction as Lessor may designate from time to
time by written notice to Lessee; ii) without demand; and iii) without
deduction, set-off, or counterclaim. If Lessor at any time or times accepts Rent
after it shall become due and payable, or in an amount that may actually be less
than that which is actually due, then such acceptance shall not excuse any delay
upon subsequent occasions, or constitute, or be construed as, a waiver of any or
all of Lessor's rights hereunder. In the event any check given by Lessee to
Lessor pursuant to this Lease is dishonored, Lessee shall pay to Lessor, as
additional Rent upon demand, the charges assessed against Lessor by the
financial institution in which the dishonored check was deposited, and Lessor
may require that Lessee pay all subsequent amounts due hereunder in the form (or
similar) of a bank check. No endorsement or statement on any check shall be
deemed an accord or satisfaction and Lessor may accept such check in payment
without prejudice to any of Lessor's rights hereunder. Lessor shall have the
right but not the obligation, to apply any Rent or other amounts received under
this Lease to any

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and all amounts due and payable to Lessor under the Lease, whether described as
Rent or otherwise, in any manner and in any order of payment that Lessor may, in
its sole discretion, desire. To the extent that Lessor accounts for any amounts
received under this Lease by categories, such accounting categories are for
Lessor's convenience of reference only and shall not serve to limit Lessor's
rights hereunder or prevent Lessor from altering such categories or eliminating
one (1) or more such categories in the future.

     (B) On and after the Commencement Date (and in the occurrence of the events
described in section 2(B)1. above, for the period from the Occupancy Date until
the Commencement Date, as set forth in section 4(D) below,) Lessee shall pay to
Lessor for each Lease Year base rent (the "Base Rent") in accordance with the
following schedule:

         Lease Year                                Base Rent - Monthly
         ----------                                -------------------
         One (1)                                   $5,191.67
         Two (2)                                   $5,399.33
         Three (3)                                 $5,615.31

     The monthly installment of rent for the Demised Premises set forth above is
hereinafter referred to as "Monthly Base Rent", which Lessee hereby agrees to
pay in advance to Lessor and Lessor hereby agrees to accept. The term Monthly
Rent as it appears herein is deemed to mean Monthly Base Rent as adjusted
pursuant to any applicable section of the Lease.

     (C) Monthly Rent as specified above shall be payable in advance on the
first (1/st/)day of each calendar month during the ten-n of this Lease, however,
the first (1/st/) such monthly installment shall be due upon affixation of
Lessee's signature hereto. Lessee shall also pay to Lessor with the payment of
Monthly Rent, any and all such payments of additional Rent provided for in this
Lease.

     (D) If the Occupancy Date occurs on a day other than the first (1/st/) day
of a calendar month, said Monthly Rent for such partial month (regardless of the
actual number of days such month has) shall be payable at the rate of one
hundred seventy and 22/100 dollars ($170.22) per day, for each day of that month
from the Occupancy Date until the Commencement Date, payable in advance, as
specified above.

5.   DEPOSIT

     (A) Simultaneously with the execution of this Lease by Lessee, Lessee shall
deposit with Lessor the sum of twenty thousand and 00/100 dollars ($20,000.00)
in the form of an irrevocable Letter of Credit ("L.O.C.") as security to be used
for payment of Rent and to secure the performance by Lessee of all of Lessee's
obligations hereunder. Said L.O.C. shall permit partial draws at a location in
the District of Columbia under a sight draft following Lessee's failure to
fulfill any of Lessee's monetary obligations hereunder following the expiration
of any applicable notice and cure period as may be provided for in the Lease.
The L.O.C. shall also: i) name Lessor and its successors and assigns as the
beneficiaries thereunder; ii) have an expiry date or be automatically renewable
to that date that is not sooner than the last day of the calendar

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month which is the last month of the last Lease Year (as this Lease may be
extended); iii) be issued by a federally regulated and insured financial
institution having an office at which the L.O.C. may be presented for draws
thereunder within the District of Columbia; iv) permit partial draws thereunder
by Lessor in the event of Lessee's default beyond any applicable notice and cure
period hereunder; and v) be issued in accordance with the ICC Uniform Customs
and Practices for Documentary Credits Publication No. 500, and be otherwise
reasonable satisfactory to Lessor. Notwithstanding the expiring date above, if
the Lessee has not and was not in monetary default of the Lease at any time
hereunder for a period of time of twenty-four (24) consecutive calendar months,
Lessee may request of Lessor in writing, the return of the L.O.C., (or portion
thereof) after said twenty-four (24) consecutive month period.

     (B) Simultaneously with the execution of this Lease by Lessee, Lessee shall
also deposit with Lessor, the sum of fifteen thousand five hundred seventy-five
and 01/100 dollars ($15,575.01) as a cash deposit (the "Cash Deposit") to be
used as security for payment of Rent and to secure the performance by Lessee of
all of Lessee's obligations hereunder, said Cash Deposit to be held by Lessor
for the entire term of this Lease and any extensions or renewals thereof.

     (C) 1. The L.O.C. and the Cash Deposit above shall hereinafter,
collectively be referred as (the "Security Deposit".) Lessor shall have the
right, but shall not be obligated, to apply all or any portion of the Security
Deposit toward any and all amounts due and payable hereunder, in the manner
permitted under section 4(A) of this Lease, including but not limited to, unpaid
Rent, or the losses or damages resulting from any default by Lessee. Lessor, in
Lessor's sole judgement, may: i) draw under the L.O.C.; ii) apply funds from the
Cash Deposit; or iii) use any combination of the immediately foregoing (i) and
(ii). In the event Lessor uses any portion of the Security Deposit, Lessee
shall: i) be obligated to promptly deposit with Lessor in cash, the amount
necessary to restore the Security Deposit to its original amount; and ii) only
be entitled accrued interest from the latest date of Lessor's receipt of full
restoration of the Cash Deposit from the Lessee. In the event Lessee fails to
perform its obligations to commence payment of Rent on the Occupancy Date or to
take possession of the Demised Premises by not later than the Commencement Date
provided herein, said Security Deposit shall not be deemed liquidated damages
and Lessor may apply the Security Deposit to reduce Lessors damages, and such
application of the Security Deposit shall not preclude Lessor from recovering
from Lessee all additional damages incurred by Lessor.

         2. Except as hereinafter provided, said Security Deposit shall bear
interest at the passbook rate of interest per annum paid by the financial
institution in which said Security Deposit is placed by Lessor and said interest
shall be held by Lessor together with and as part of the Security Deposit as
aforesaid. At Lessor's option, Lessor may apply the Security Deposit toward
payment to Lessee of any allowance payable to Lessee hereunder in which case no
interest on the Security Deposit shall be payable to Lessee, but in such event
Lessor shall remain responsible for any return of the Security Deposit to which
Lessee may be entitled at the expiration or termination of this Lease., In no
event shall the Security Deposit or any part thereof be required to be placed by
Lessor in any escrow account any such requirement being thereby waived by
Lessee, and it is agreed that said Security Deposit may be commingled with other
funds of Lessor or other deposits (or both).

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6.       (A) OPERATING EXPENSFS    (Intentionally Omitted)

         (A) REAL ESTATE TAXES     (Intentionally Omitted)

         (B) CHAR SERVICE COSTS    (Intentionally Omitted)

7.       CONSUMER PRICE INDEX ESCALATION    (Intentionally Omitted)

8.       ASSIGNMENT AND SUBLETTING

         (A) Lessee may not assign or otherwise transfer this Lease, or sublet
(including permitting occupancy or use by another party) the Demised Premises,
or any part thereof, without the prior written consent of Lessor, such consent
however, which shall not be unreasonably withheld, delayed, or conditioned, so
long as the proposed assignee or sublessee can demonstrate to the Lessor's
reasonable satisfaction that they are of sound professional character and that
they possess the financial capacity to undertake the obligations with respect to
that area which is proposed for assignment or sublease (as the case may be) that
is the - subject of Lessee's request. Such consent of Lessor shall be requested
by Lessee giving Lessor thirty (30) days prior written notice of Lessee's
intention to assign this Lease or sublet all or any part of the Demised
Premises. In the event Lessee seeks permission to sublease all or any part of
the Demised Premises (which such permission Lessee may seek only so long as
there is no uncured event of default hereunder) the notice shall: i) identify
the area of the Demised Premises Lessee seeks to sublease; ii) include the
proposed sublease/assignment document signed by the appropriate parties; and
iii) include such financial information and incorporation/partnership or other
organizational documentation (unless such proposed sublessee/assignee is an
individual) regarding the proposed sublessee/assignee that the Lessor may
require. Within thirty (30) days after receipt of said notice of intent to
assign or' sublease, together with all supporting documentation as aforesaid,
Lessor shall have the option to: i) terminate the Lease, if Lessee desires to
assign this Lease; or ii) terminate the Lease with regard to that portion of the
Demised Premises which Lessee seeks to sublet, or alternately to sublet that
portion of the Demised Premises from Lessee for the term which Lessee desires to
sublet that portion of the Demised Premises; or iii) grant or withhold its
consent to the matters set forth in Lessee's notice of intention to assign or
sublet. Lessor may exercise the option by giving Lessee written notice of its
election to exercise the option, withhold consent, or otherwise, within said
thirty (30) day period. In the event that the rent under any such sublease or
assignment results in rent higher than due under the Lease the Lessee and Lessor
shall divide equally any profit or gain.

         The effective date of termination, or the effective date of
commencement of the sublease to Lessor, shall be mutually agreed upon by Lessor
and Lessee. If the parties cannot agree upon a termination date or upon a
sublease commencement date to the Lessor, the termination date or sublease
commencement date shall be the date that is sixty (60) days after the date
Lessor received the notice that Lessee desired -to assign the Lease or sublet
all or any portion of the Demised Premises. Upon termination, all of the rights
and obligations of Lessor and Lessee under the terms of this Lease shall be
terminated, or terminated with regard to that portion of the

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Demised Premises that Lessee notified Lessor that Lessee desired to sublet,
except that Lessee shall continue to be obligated to pay Rent and all other
charges for the Demised Premises which accrue to the date of termination.

         If Lessor consents to the proposed sublease or assignment and Lessor
does not exercise its option to terminate or sublet, Lessee may assign this
Lease or sublet the part of the Demised Premises so identified as aforesaid
within sixty (60) days after the date that the Lessor notifies Lessee of its
consent. Notwithstanding anything to the contrary herein, it is expressly
understood that Lessee shall be required, in all cases, however, to obtain
Lessor's prior written consent to any assignee, any assignment, or any
sublessee, or any subletting, which consent may be given or withheld by Lessor
pursuant to the terms herein this Lease section 8. In the event that Lessee
fails to present to Lessor any sublease or assignment agreement, fully executed
by the parties thereto, within said sixty (60) day period, Lessee may not assign
this Lease or sublet the Demised Premises without first affording Lessor the
option to terminate or sublease as previously provided for in this section.

         (B) Lessee shall reimburse to Lessor, as additional Rent, all costs and
expenses, including reasonable attorney's fees, which Lessor incurs by reason of
or in connection with any assignment, sublease, or leasehold mortgage proposed
or granted by Lessee (whether or not permitted under this Lease,) and all
negotiations and actions with respect thereto, such additional Rent to be due
and payable within fifteen (15) days of receipt of a statement of such costs and
expenses from Lessor.

         (C) No assignment of this Lease shall be effectuated by operation of
law or otherwise without the prior written consent of Lessor. For the purposes
of this Lease, the transfer of fifty percent (50%) or more of the ownership
interest of Lessee or the transfer and/or issuance of more than fifty percent
(50%) of the voting stock of Lessee, if Lessee is not a publicly held
corporation, to any persons or entities that are not owners or stockholders of
Lessee on the date of execution of this Lease shall be deemed an assignment of
this Lease thereby giving Lessor the option to terminate this Lease or exercise
such other rights and remedies as provided to Lessor hereunder.

         (D) Me consent by Lessor to any assignment or subletting to any party
other than Lessor, including, without limitation, a subsidiary or affiliate of
Lessee, shall not be construed as a waiver or release of Lessee from the terms
of any covenant or obligation under this Lease and Lessee shall remain obligated
to perform all such covenants and obligations throughout the entire term of this
Lease and any extension or renewal thereof. Lessor's collection or acceptance of
rent from any assignee of Lessee shall not constitute a waiver or release of
Lessee of any covenant or obligation contained in this Lease, nor shall any such
assignment or subletting be construed to relieve Lessee from giving Lessor said
thirty (30) days notice or from obtaining the consent in writing of Lessor to
any further assignment or subletting. In the event that Lessee is in default of
any term or provision of this Lease, Lessee hereby assigns to Lessor the rent
due from any subtenant of Lessee and hereby authorizes and directs each such
subtenant, upon notice from Lessor, to pay said rent directly to Lessor, the
collection or acceptance of rent from any subtenant in such instance not to
constitute a waiver or release of Lessee of any covenant or

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obligation contained in this Lease.

         (E) Lessee shall not mortgage or encumber this Lease without the prior
written consent of Lessor, in Lessor's sole and absolute discretion.

9.       PREMISES IMPROVEMENTS

         Lessor shall attempt to substantially complete the work specified in
Exhibit "B" attached hereto (the "Improvements") on or prior to the Commencement
Date (unless otherwise specified) if Lessee signs and returns this Lease to
Lessor, with any amounts of advance payments of Rent due hereunder and with any
securitization required hereunder on or prior to February 4, 2000. All
Improvements shall become and remain the property of Lessor and shall be
considered a part of the Demised Premises. In the event Lessee removes any
elements of the Improvements, Lessee agrees to repair any damage to the Demised
Premises and the Building and restore the Demised Premises and the Improvements
to their condition after the installation of such Improvements. Any replacement
of any property, fixtures or Improvements of Lessor, whether made at Lessee's
expense or otherwise, shall be and remain the property of Lessor.

10.      ALTERATIONS

         After the Occupancy Date, Lessee shall make no alterations,
installations, additions or additional improvements (hereinafter collectively
called "Alterations") in or to the Demised Premises or the Building without
Lessor's prior written consent, except for those "Improvements" set forth in
Exhibit "B", Section (B), (the "Lessee's Improvements") which are installed
pursuant to Exhibit "B". Consent by Lessor to Lessee's Alterations shall not be
unreasonably withheld, except that Lessor may withhold its consent in its sole
and absolute discretion with regard to requested Alterations by Lessee which
affect the structure of the Building, or the mechanical, plumbing or electrical
systems of the Building, or any common areas of the Building, or any exterior or
interior architectural or visual aspects or parts of the Building, or any
portion of the Demised Premises visible from the exterior of the Building, or
any other tenant or tenants of the Building. Lessee, at its sole cost and
expense, shall provide Lessor with such architectural or other plans as shall be
deemed necessary by Lessor prior to performance of such Alterations, and after
installation of such Alterations Lessee, at its sole cost and expense, shall
provide Lessor with such revised as-built full-floor mechanical and electrical
plans for the floor or floors on which the Alterations are to be made, as shall
be deemed necessary by Lessor, to show Lessee's Alterations. If any Alterations
are made without the prior written consent of Lessor, Lessor may correct or
remove the same, and Lessee shall be liable for any and all expenses incurred by
Lessor in the performance of this work, plus fifteen percent (15%) of such
expenses as an administrative cost to Lessor. All Alterations shall be made in
compliance with all laws and regulations and at Lessee's sole expense, at such
times and in such manner as Lessor may designate, and only by such contractors
or mechanics as are approved in writing by Lessor. Approval of contractors or
mechanics by Lessor, shall be based, without

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limitation, upon the contractors or mechanics being properly licensed, bonded
and insured, their financial posture, experience and past job performance.

         All Alterations to the Demised Premises, whether made by Lessor or
Lessee, and whether at Lessor's or Lessee's expense, or the joint expense of
Lessor and Lessee, shall be and remain the property of Lessor. Notwithstanding
the foregoing, however, any Alterations, fixtures or any other property
installed in the Demised Premises at the sole expense of Lessee and with respect
to which Lessee has not been granted any credit or allowance by Lessor, whether
pursuant to Exhibit "B" or otherwise, and which can be removed without causing
material damage to the Demised Premises or the Building, shall be and remain the
property of Lessee if (and only if) Lessee provides to Lessor a list of each
such Alteration prior to the installation of such Alteration (as such may be
approved by Lessor), and if Lessee fails to list any such Alteration as
aforesaid then Lessor shall have the option, by written notice to Lessee, to
require Lessee to remove such Alteration at the expiration or earlier
termination of this Lease or to leave it in place as Lessor's property at the
expiration or earlier termination of this Lease. In the event Lessee removes any
of these Alterations and the like, Lessee agrees, at Lessor's election, to: i)
to repair any damage to the Building caused by said removal and to restore the
Demised Premises to a condition equal to that on the Occupancy Date; or ii) pay
Lessor, as additional Rent, for all costs incurred by Lessor to undertake such
repairs. Any replacements of any property or improvements of Lessor, whether
made at Lessee's expense or otherwise, shall be and remain the property of
Lessor.

         Lessor, at the expiration or earlier termination of the term of this
Lease, may elect to require Lessee to remove all or any part of the Alterations
made by Lessee subsequent to the Occupancy Date, (which shall not include items
#1 (floor) and #3 (electrical outlets) of the Lessee's Improvements), unless the
Lessor advises the Lessee in writing that removal of any Alterations would not
be required at the time Lessor consents to the Alterations. Removal of Lessee's
Alterations shall be at Lessee's cost and expense, and Lessee shall, at its cost
and expense, repair any damage to the Demised Premises or the Building caused by
such removal.

         Lessee shall remove all of Lessee's property at the expiration or
earlier termination of this Lease, unless otherwise specified by Lessor, as set
forth above. In the event Lessee does not remove Lessee's property at the
expiration or earlier termination of the Lease, such property shall become the
property of Lessor.

         In the event Lessee fails to remove its property or the Alterations
requested to be removed by Lessor on or before the expiration, or earlier
termination, of the term of the Lease, then Lessor may remove such property and
Alterations from the Demised Premises at Lessee's expense, and Lessee hereby
agrees to pay to Lessor, as additional Rent, the cost of such removal together
with any and all damages which Lessor may suffer and sustain by reason of the
failure of Lessee to remove the same. Said amount of additional Rent shall be
due and payable upon receipt by Lessee of a written statement of costs and
damages from Lessor.

                                        9

<PAGE>

11.      LIENS

         Lessee shall promptly pay all persons Punishing labor or materials with
respect to any work performed by Lessee or its contractors on or about the
Demised Premises. If any mechanics' or other lien is filed against the Demised
Premises, or the Building for work, labor, services, or materials, done for or
supplied to or claimed to have been done for or supplied to Lessee, such lien
shall be discharged by Lessee, at its sole cost and expense, within ten (10)
days from the date Lessee receives written demand from Lessor to discharge said
lien, by the payment thereof or by filing any bond required by law. If Lessee
shall fail to discharge any such lien, Lessor may, at its option, discharge the
same and treat the cost thereof (together with an administrative fee of fifteen
percent (15%) of such costs) as additional Rent, due and payable upon receipt by
Lessee of a written statement of costs from Lessor. It is hereby expressly
covenanted and agreed that such discharge of any lien by Lessor shall not be
deemed to waive or release Lessee from its default under the Lease for failing
to discharge the same.

         Lessee will indemnify and hold harmless Lessor from and against any and
all claims, damages and expenses incurred by Lessor, arising from any liens
placed against the Demised Premises or the Building and the land (or full
parcel(s)) upon which it is situated, or other parcels associated with the
Building) as a result of any work performed by or on behalf of Lessee in the
Demised Premises at its own cost and under its own control and direction, or
making any Alterations to the Demised Premises.

12.      MAINTENANCE BY LESSEE

         Lessee at its sole cost and expense shall keep, maintain, and repair
the Demised Premises and the fixtures and equipment therein (including, without
limitation, all of the Improvements) in clean, safe and sanitary condition,
shall take good care thereof, and shall suffer no waste or injury thereto. At
the expiration or earlier termination of the term of this Lease (or immediately
upon the earlier vacancy of the Demised Premises by the Lessee), Lessee shall
surrender the Demised Premises and the Improvements, broom clean and in the same
order and condition in which they were on the Occupancy Date (which shall
include the removal wiring/cabling installed by Lessee), ordinary wear and tear
and damage by the elements, fire and other insured casualty excepted. Without
limiting the general provision above, Lessee, at its sole cost and expense shall
be responsible for the following items wiring/for the Demised Premises (which
shall include, but may not be limited to): i) cleaning and char services and
supplies for any eating area(s)/room(s), kitchenette(s), shower(s), or
lavatorie(s); ii) replacement cost of any lighting elements of all light
fixtures which are not Building Standard fixtures (as well as the maintenance of
any such fixtures); iii) maintenance of any locks/keys/hardware for: a) locks on
any internal doors within the Demised Premises, or b) any non Building Standard
locks to any entry door(s) to the Demised Premises; iv) maintenance of any
security system or non Building Standard item or Alteration (whether or not
approved by Lessor); and v) repair/replacement of

                                       10

<PAGE>

any ceiling tile or other item as a result of wiring/cabling conducted by or on
behalf of the Lessee.

13.  SIGNS AND ADVERTISEMENTS

     No sign, advertisement, or notice shall be inscribed, painted, affixed, or
displayed on any part of the outside or the inside of the Demised Premises or
the Building without Lessor's prior written consent and then or any in such
place, number, size, color and style (i.e., Building standard lettering) as is
authorized by Lessor. If any such sign, advertisement or notice is exhibited
without first obtaining Lessor's written consent, Lessor shall have the right to
remove the same, and Lessee shall be liable for any and all expenses incurred by
Lessor by said removal, as additional Rent.

     Lessor agrees to display Lessee's name on one (1) strip (line) on each of
the Building directories in the size and style of lettering used by Lessor, at
Lessor's one-time, initial expense; and at the Lessee's sole cost and expense
any time thereafter. Lessor shall display Lessee's name on (or adjacent to) the
main entry door of the Demised Premises in Building standard color, size and
style of lettering, at Lessee's expense.

     Lessor shall have the right to prohibit any advertisement of Lessee or
reference to the Building, Lessor, or its Agent which in Lessor's opinion tends
to impair the reputations of said parties or of the Building or its desirability
as a high-quality commercial-use building, and, upon written notice from Lessor,
Lessee shall immediately refrain from and discontinue any such advertisement or
reference.

14.  DELIVERIES AND MOVING OF LESSEE'S PROPERTY

     No furniture, equipment deliveries, or other bulky matter of any
description shall be received into the Demised Premises or the Building, or
carried in the elevators except in the manner and during the times approved by
Lessor. Lessee shall obtain Lessees prior determination of the manner in which
said property may be moved into the Building. All moving of furniture, equipment
and other material within the public areas shall be under the direct control and
supervision of Lessor who shall, however, not be responsible for any damage to
or charges for moving the same. Lessor shall have the sole right to determine
the load capacities of the elevators of the Building and to determine if
Lessee's property can be safely transported in the elevators. Lessee agrees
promptly to remove from the sidewalks adjacent to the Building or any of the
Building common areas, any of the Lessee's furniture, equipment or other
material there delivered or deposited.

                                       11

<PAGE>

15.  LESSEE'S EQUIPMENT

     (A) Lessee will not install or operate in the Demised Premises any
electrically operated equipment or other machinery (other than typewriters, word
processing machines, personal computers, adding machines, radios, televisions,
tape recorders, dictaphones, bookkeeping machines, copying machines, clocks, and
other business machines and equipment normally employed for general office use)
which require high electricity consumption for operation, without first
obtaining the prior written consent of Lessor, who may condition such consent
upon payment by Lessee of additional Rent as compensation for additional
consumption of electricity and/or other utility services. Such additional Rent
shall be in addition to Lessee's other obligations under this Lease to pay any
costs specified elsewhere in this Lease. If any or all of Lessee's equipment
requires electricity consumption in excess of the capacity of the electrical
system existing in the Demised Premises, and if Lessor consents to the
installation of such equipment, then all additional transformers, distribution
panels and wiring that may be required to provide the amount of electricity
required for Lessee's equipment shall be installed, if reasonably feasible, by
Lessor at the cost and expense of Lessee.

     If Lessee's equipment causes Lessee's consumption of electricity to exceed
the Building standard amount provided by Lessor (as determined by Lessor), or if
such equipment is to be consistently operated beyond the normal Building hours
of 8:00 a.m. to 6:00 p.m., Monday through Friday, and 9:00 a.m. to 1:00 p.m. on
Saturday, Lessor may at its option: i) install a separate electric meter for the
Demised Premises at Lessee's sole cost and expense; ii) install a separate meter
at Lessee's sole cost and expense, to record the specific equipment that is
causing Lessee's excessive consumption of electricity; or iii) determine the
equitable amount to be charged to Lessee for such excessive consumption of
electricity. In the event Lessor installs a separate meter for the Demised
Premises, Lessee shall then pay the cost of electricity it consumes as recorded
by such meter directly to the electric company. In the event Lessor separately
meters the specific equipment or in the event Lessor itself determines the
equitable amount to be charged to Lessee as aforesaid, Lessee shall be billed
periodically by Lessor based upon such excessive consumption.

     (B) Lessee shall not install any equipment of any kind or nature whatsoever
or permit any use of the Demised Premises which will or may necessitate any
changes, replacements or additions to, or in the use of (but necessarily limited
to), the water system, heating system, plumbing system, air-conditioning system,
or electrical system of the Demised Premises or the Building without first
obtaining the prior written consent of Lessor. Any machines or mechanical
equipment belonging to or being used by Lessee which cause noise or vibration
that may be transmitted to the structure of the Building or to any space therein
to such a degree as to be objectionable to Lessor or to any tenant in the
Building shall be installed and maintained by Lessee, at Lessee's expense, on
vibration eliminators or other devices sufficient to eliminate such noise and
vibration.

     (C) Lessor shall have the right to prescribe the weight and position of all
heavy personal property, equipment and fixtures, including, but not limited to,
data processing equipment, record and file systems, and safes which Lessee
intends to install or locate within the

                                       12

<PAGE>

Demised Premises. Lessee shall obtain Lessor's prior review and approval before
installing or locating heavy equipment and fixtures in the Demised Premises, and
if installation or location of such equipment or fixtures, in Lessor's opinion,
requires structural modifications or reinforcement of any portion of the Demised
Premises or the Building, Lessee agrees to reimburse Lessor, as additional Rent,
for any and all costs incurred by Lessor to make such required modifications or
reinforcements, and such modifications or reinforcements shall be completed
prior to Lessee installing or locating such equipment or fixtures in the Demised
Premises. Lessee shall reimburse Lessor within thirty (30) days of receipt of
any statement setting forth those costs.

16.  SERVICES AND UTILITIES

     (A)  Lessor shall provide and maintain the following utilities and services
(unless stated otherwise or interrupted by Lessee's mis-use or negligence):

          1. Hot and cold water and lavatory supplies, it being understood and
agreed that hot and cold water and lavatory supplies shall be furnished by
Lessor only at those points of supply provided for general use of other tenants
in the Building, as well as hot and cold water to any approved facility within
the Demised Premises;

          2. Automatically operated elevator service (at least one (1) elevator)
at all times;

          3. Cleaning and char services, as determined by Lessor, after normal
business hours, Monday through Friday of each week, except on the holidays
listed in subparagraph (iv) below. This shall not include any eating
area(s)/room(s), kitchenette(s), shower(s) or lavatorie(s) within the Demised
Premises; the cleaning and supplying of which shall be the sole cost and
responsibility of the Lessee;

          4. Heat and air-conditioning in seasons as determined by Lessor,
Monday through Friday from 8:00 a.m. to 6:00 p.m. and on Saturday from 9:00 a.m.
to 1:00 p.m., except for the following 9 holidays: New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Memorial Day, Fourth of July, Labor Day,
Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day, and any other
national holiday promulgated by a Presidential Executive Order or Congressional
Act. Lessor shall provide heat and air-conditioning at times in addition to
those specified in the preceding sentence at Lessee's expense, provided Lessee
gives Lessor notice prior to 1:00 p.m. on a business day in the case of
after-hours service on that business day and prior to 3:00 p.m. on the
immediately preceding business day in the case of after- hours service on a
Saturday, a Sunday or a holiday. Lessor shall charge Lessee for said after-hours
services the same rate it charges other tenants of the Building. Lessor reserves
the right, in its sole discretion, to increase the hourly charge for said after
hours service, but in no event shall the rate per hour charged Lessee be more
than the rate per hour charged other tenants of the Building. In the event the
same after-hours service is also requested by other tenants of the Building in
addition to Lessee, the charge therefor to each tenant requesting such
after-hours

                                       13

<PAGE>

service shall be prorated among all requesting tenants based upon the respective
square footages of each of the demised premises of the tenants requesting such
after-hours service;

          5. Maintenance and electric lighting service for all public areas in
the Building, as well as all Building Standard light fixtures within the Demised
Premises;

          6. Building access system as determined by Lessor; and

          7. Electricity and electrical facilities to furnish Building standard
amounts (as determined by Lessor) of electricity for equipment of Lessee
installed pursuant to the section of this Lease entitled, "Lessee's Equipment."

     (B)  In the event any public utility supplying energy requires, or
government law, regulation, executive or administrative order results in a
requirement, that Lessor or Lessee must reduce, or maintain at a certain level,
the consumption of electricity for the Demised Premises or Building, which
affects the heating, air-conditioning, lighting, or hours of operation of the
Demised Premises or Building, Lessor and Lessee shall each adhere to and abide
by said laws, regulations or executive orders without any reduction in Rent.

     (C)  Lessor's inability to furnish, to any extent, these defined services,
or any cessation thereof, resulting from, but not limited to, any causes
including from entry from inspections, repairs, alterations, improvements and
installations by Lessor, its Agent, employees or contractors pursuant to the
section of this Lease entitled "Entry for Inspections, Repairs, and
Installation", or from renovation, redecoration or rehabilitation of any area of
the Building, including the lobby, or any of the surrounding public spaces,
shall not render Lessor liable for damages to either person or property, nor be
construed as an eviction of Lessee, nor work as an abatement of any portion of
Rent, nor relieve Lessee from fulfillment of any covenant or agreement hereof.
Should any of the Building equipment or machinery cease to function properly for
any cause, Lessor shall use reasonable diligence to repair the same promptly,
but Lessee shall have no claim against Lessor for damages or for a rebate of any
portion of Rent on account of any interruptions in any services occasioned
thereby or resulting therefrom. Lessor shall not be liable to Lessee for any
loss, damage, or expense which Lessee may sustain if the quality or character of
the utilities or services herein used upon or furnished to the Demised Premises
(or Lessee) are no longer available or suitable for Lessee's requirements or if
said utilities are interrupted as a result of actions by the public utility
companies or any other cause other than Lessees gross negligence or willful
misconduct.

17.  LESSEE'S RESPONSIBILITY FOR DAMAGE

     Any and all injury, breakage or damage to: i) the Demised Premises, the
Building, or the Improvements arising from any cause done by (or omission of)
Lessee, its agents, contractors, servants, employees and visitors, or ii) the
Demised Premises by individuals and persons making deliveries to or from the
Demised Premises, except as provided for in the section of this Lease entitled,
"All Risk Coverage Insurance", shall be repaired by Lessor at the sole expense
of Lessee. The payment by Lessee for the cost of such repairs by Lessor, shall
be due as additional

                                       14

<PAGE>

Rent with the next installment of Monthly-Rent after Lessee receives a bill for
such repairs from Lessor. This provision shall not be in limitation of any other
rights and remedies which Lessor has or may have in such circumstances.

18.  ENTRY FOR INSPECTIONS, REPAIRS, OR INSTALLATIONS

     Lessee shall permit Lessor, its Agent, employees or contractors, to enter
the Demised Premises at all reasonable times (which shall include during
business hours) and in a reasonable manner, without charge to Lessor or
diminution of Monthly Rent payable by Lessee, to: i) examine, measure, inspect,
or protect the Demised Premises or the Building, and upon one (1) day written
notice, to make such repairs or installations as in the judgment of Lessor may
be deemed necessary to maintain or protect the Demised Premises or Building or
as may be required by any governmental requirements (beyond any responsibility
of the Lessee hereunder); or ii) exhibit the same to prospective purchasers of
the Building or prospective lenders to Lessor; or iii) exhibit the same to
prospective tenants during the last nine (9) months of the term of this Lease;
or iv) exhibit the same to prospective tenants prior to the last nine (9) months
of the term of this Lease, but only at times that are other than the "Working
Day;" and v) in the event of an emergency, enter the Demised Premises or the
Building without notice and make whatever repairs are necessary to protect the
Demised Premises or the Building, or personal property. Lessor shall use
reasonable efforts to minimize interference to Lessee's business when making
repairs, but Lessor shall not be required to perform the repairs at a time other
than during normal working hours.

     In addition to the above, Lessor, its Agent, employees, or contractors may,
upon no less than ten (10) days prior written notice to Lessee, enter the
Demised Premises at reasonable times and in a reasonable manner, without charge
to Lessor or diminution of Monthly Rent payable by Lessee, to make installations
related to the construction of tenant improvements work being performed by
Lessor for other tenants of the Building, to make repairs, alterations and
improvements arising due to repairs, alterations and improvements to any areas
adjoining the Demised Premises, to erect, use and maintain pipes and conduits in
and through the Demised Premises, or to make installations, improvements and
repairs to utility services of the Building located in or about the Demised
Premises. Lessor shall use reasonable efforts to minimize interference's with
Lessee's business operations, but Lessor shall not be required to perform such
work at a time other than normal working hours.

19.  INSURANCE RATING

     Lessee shall not conduct or permit to be conducted any activity, or place
any equipment or property in or about the Demised Premises that will increase in
any way the rate of All Risk Coverage insurance or other insurance on the
Building, unless consented to by Lessor. Lessor's consent may be conditioned
upon Lessee's payment of any costs arising directly or indirectly from such
increase. If any increase in the rate of All Risk Coverage insurance or other
insurance

                                       15

<PAGE>

on the Building is stated by any insurance company or by the applicable
Insurance Rating Bureau to be due to Lessee's activity, equipment or property in
or about the Demised Premises, said statement shall be conclusive evidence that
the increase in such rate is due to such activity, equipment or property and, as
a result thereof, Lessee shall be liable for such increase. Any such rate
increase and related costs incurred by Lessor shall be deemed additional Rent
due and payable by Lessee to Lessor upon receipt by Lessee of a written
statement of the rate increase and costs. Lessee may contest, at its sole cost
and expense, any insurance rate increase, provided such action by Lessee will
not adversely affect the insurance coverage of Lessor.

20.  INDEMNITY AND PUBLIC LIABILITY INSURANCE

     (A) Lessee shall indemnify and save harmless Lessor and its Agent from any
and all liability, damage, expense, cause of action, suits, claims, judgments
and cost of defense arising from injury to person or personal property in and on
the Demised Premises, or upon any adjoining sidewalks or public areas of the
Building, which arise out of the act, failure to act or negligence of Lessee,
its agents or employees.

     (B) In order to assure such indemnity, Lessee shall, at its sole cost,
carry and keep in full force and effect at all times during the term of this
Lease, a commercial general liability policy with a single limit of at least two
million and 00/100 dollars ($2,000,000.00) including coverage for bodily injury,
property damage and personal injury liability.

21.  WORKER'S COMPENSATION INSURANCE

     Lessee shall carry and keep m full force and effect at all times during the
term of this Lease, at its sole cost, worker's compensation or similar insurance
in form and amounts required by law. Such insurance shall contain waiver of
subrogation provisions in favor of Lessor and its Agent.

22.  ALL RISK COVERAGE INSURANCE

     Lessor shall obtain and maintain All Risk Coverage insurance covering the
Building. Lessee shall obtain and maintain throughout the term of this Lease and
any extension or renewal periods All Risk Coverage insurance insuring against
damage to and loss of all of the Improvements in or used in connection with the
Demised Premises (whether constructed by Lessor or Lessee), fixtures, glass in
windows and plate glass, equipment, furniture, and all other personal property
in and about the Demised Premises. Lessor and Lessee hereby release each other
and waive any claims they may have against the other for loss or damage to the
Building, Demised Premises, the Improvements, fixtures, equipment and/or any
other personal property arising from a risk insured against, under the All Risk
Coverage insurance policies to be carried by Lessor and Lessee, as required
above, even though such loss or damage was caused by the negligence of Lessor
and Lessee, their agents or employees, except for the amount of the

                                       16

<PAGE>

deductible under said policies. Lessor and Lessee agree to obtain and maintain
throughout the term of this Lease endorsements to their respective All Risk
Coverage policies waiving the right of subrogation of their insurance companies
against the other party and its agents and employees. Except to the extent
expressly provided herein, nothing contained in this Lease shall relieve Lessor
or Lessee of any liability to each other or to their insurance carriers which
Lessor or Lessee may have under law or the provisions of this Lease in
connection with any damage to the Building, Demised Premises, the Improvements,
fixtures, equipment, furniture, and all other personal property, by fire or
other casualty.

23.  LESSEE'S CONTRACTOR'S INSURANCE

     Lessee shall require any contractor of Lessee performing work on the
Demised Premises to carry and maintain, at no expense to Lessor:

     (A) commercial general liability insurance, including contractor's
liability coverage, contractual liability coverage, completed operations
coverage, broad form property damage endorsement and contractor's protective
liability coverage, to afford protection with limits, for each occurrence, of
not less than one million & 00/1 00 dollars ($ 1,000,000.00) with respect to
personal injury, death, or property damage; and

     (B) worker's compensation or similar insurance in form and amounts required
by law.

24.  REQIJIREMENTS FOR LESSEE'S INSIJRANCE POLICIES

     The company or companies writing any insurance which Lessee is required to
carry and maintain or cause to be carried or maintained pursuant to this Lease
as well as the form of such insurance shall at all times be subject to Lessor's
approval and any such company or companies shall be a good and responsible
insurance company, licensed to do business in the District of Columbia. Lessee's
public liability and All Risk Coverage insurance policies and certificate(s)
evidencing such insurance shall name Lessor and its Agent as additional insiders
and shall also contain a provision by which the insurer agrees that such policy
shall not be canceled except after thirty (30) days written notice to Lessor.
Lessee agrees to provide to Lessor prior to taking possession of the Demised
Premises (and annually thereafter thirty (30) days prior to the expiration of
such policy) the certificate(s) evidencing such insurance; Lessor may withhold
delivery of the Demised Premises without delaying the Commencement Date, or
triggering any abatement of rent, if Lessee fails to provide Lessor with the
certificate(s).

     Any insurance carried or to be carried by Lessee hereunder shall be primary
over any policy that might be carried by Lessor. If Lessee shall fail to perform
any of its obligations regarding the acquisition and maintenance of insurance,
Lessor may perform the same and the cost of same shall be deemed additional
Rent, payable upon Lessor's demand. All insurance

                                       17

<PAGE>

coverage's hereunder shall contain deductibles in amounts reasonably
satisfactory to the Lessor with the exception of the general liability policy
which shall have no deductible at all.

25.  LIABILITY FOR DAMAGE TO PERSONAL PROPERTY AND PERSON

     (A) All personal property of Lessee, its employees, agents, subtenants,
business invitees, licensees, customers, clients, family members, guests or
trespassers, in and on the Demised Premises shall be and remain in and on the
Demised Premises and the Building at the sole risk of Lessee and said parties
and Lessor shall not be liable to Lessee or any such person or party for any
damage to, or loss of personal property thereof, including loss or damage
arising from (but not limited to): i) any act, including theft, or any failure
to act, of any other persons; ii) the leaking of the roof; iii) the bursting,
rupture, leaking or overflowing of water, sewer or steam pipes; iv) the rupture
or leaking of heating or plumbing fixtures, including security and protective
systems; v) short-circuiting or malfunction of electrical wires or fixtures,
including security and protective systems; or vi) the failure of the heating or
air-conditioning systems. Lessor shall also not be liable for the interruption
or loss to Lessee's business arising from any of the above-described acts or
causes. Lessee specifically agrees to save Lessor and its Agent harmless in all
such cases.

     (B) Lessor shall not be liable for any personal injury to Lessee, Lessee's
employees, agents, subtenants, business invitees, licensees, customers, clients,
family members, guests or trespassers arising from the use, occupancy and
condition of the Demised Premises or the Building, unless such party establishes
that there has been gross negligence or willful misconduct on the part of
Lessor, provided however that the Lessor shall nevertheless continue to be
insured hereunder.

26.  DAMAGE TO THE BUILDING AND/OR THE DEMISED PREMISES

     If. i) the Demised Premises is damaged by fire or other casualty insured
against by Lessor's All Risk Coverage insurance policy covering the Building;
and ii) the Demised Premises can be fully repaired, in Lessor's opinion, within
180 days from the date of the insured risk; then the Lessor, at Lessor's
expense, shall repair such damage, provided, however, Lessor shall have no
obligation to repair any damage to, or to replace, Lessee's non-building
standard tenant improvements or any other property located in the Demised
Premises. Except as otherwise provided herein, if. i) the entire Demised
Premises is rendered untenantable by reason of the insured risk, then Monthly
Rent shall abate for the period from the date of such damage to the date when
Lessor has completed repairs to the Demised Premises as specified above; or ii)
if only a portion of the Demised Premises is so rendered untenantable by reason
of the insured risk, then Monthly Rent shall abate for such period in the
proportion which the area of the portion of the Demised Premises so rendered
untenantable by reason of the insured risk bears to the total area of the
Demised Premises. However, if prior to the date when such repairs have been
completed, any portion of the Demised Premises so damaged shall be rendered
tenantable or shall be used or occupied by Lessee or any person claiming through
or under Lessee, then the

                                       18

<PAGE>

amount by which the Monthly Rent shall abate shall be equitably apportioned for
the period from the date of any such use or occupancy to the date when such
repairs are completed. No compensation or claim or reduction of rent will be
allowed or paid by Lessor by reason of inconvenience, annoyance, or injury to
business arising from the necessity of repairing the Demised Premises or any
portion of the Building.

     Notwithstanding the foregoing, if, prior to or during the term of this
Lease: i) the Demised Premises is so damaged that, in Lessor's opinion, the
Demised Premises cannot be fully repaired within 180 days from the date the
damage occurred; or ii) the Building is so damaged that, in Lessor's opinion,
substantial repair or reconstruction of the Building shall be required (whether
or not the Demised Premises is damaged or rendered untenantable), then, in any
of such events, Lessor, at its option, may give to Lessee, within sixty (60)
days after such fire or other casualty, a thirty (30) days notice of termination
of this Lease and, in the event such notice is given, this Lease shall terminate
(whether or not the term shall have commenced) upon the expiration of such
thirty (30) days with the same effect as if the date of expiration of such
thirty (30) days were the date definitely fixed for expiration of the term of
the Lease, and the then-applicable Monthly Rent shall be apportioned as of such
date, including any rent abatement as provided above.

27.  DEFAULT OF LESSEE

     This Lease shall, at the option of Lessor, cease and terminate if. i)
Lessee fails to pay Rent, including any installment of Monthly Rent, additional
Rent, costs of the Improvements (if any are payable by Lessee hereunder), or any
sums, charges, expenses and costs of any kind or nature identified in this Lease
as additional Rent, although no legal or formal demand has been made, and such
failure to pay Rent continues for a period of five (5) days after written notice
addressed to Lessee has been delivered by Lessor to the Demised Premises (and to
no other address, notwithstanding any other notice address for the Lessee
pursuant to section 41 of this Lease); or ii) Lessee violates or fails to
perform any of the other conditions, covenants or agreements of this Lease, and
any violation or failure to perform any of those conditions, covenants or
agreements continues for a period of ten (10) days after written notice thereof
has been delivered by Lessor to Lessee, or, in cases where the violation or
failure to perform cannot by its nature be corrected within ten (10) days,
Lessee does not begin to correct the violation or failure to perform within ten
(10) days after receiving Lessees written notice and/or Lessee thereafter does
not diligently pursue the correction of the violation or failure to perform. Any
said violation or failure to perform or to pay any Rent, if left uncorrected,
shall operate as a notice to quit, any further notice to quit or notice of
Lessor's intention to re-enter being hereby expressly waived. Lessor may
thereafter proceed to recover possession under and by virtue of the provisions
of the laws of the jurisdiction in which the Building is located or by such
other proceedings, including re-entry and possession, as may be applicable. If
Lessor elects to terminate this Lease, everything herein contained on the part
of Lessor to be done and performed shall cease without prejudice to the right of
Lessor to recover from Lessee all Rent accruing up to and through the date of
termination of this Lease or the date of recovery of possession of the

                                       19

<PAGE>

Demised Premises by Lessor, whichever is later. Should this Lease be terminated
before the expiration of the term of this Lease by reason of Lessee's default as
hereinabove provided, or if Lessee abandons or vacates the Demised Premises
before the expiration or termination of the term of this Lease, the Demised
Premises may be relet by Lessor for such rent and upon such terms as are not
unreasonable under the circumstances, and, if the full rent hereinabove provided
is not realized by Lessor, Lessee shall be liable for all damages sustained by
Lessor, including, without limitation, deficiency in Rent, reasonable attorneys'
fees, brokerage fees, and expenses of placing the Demised Premises in a
condition equal to that of the Demised Premises on the Occupancy Date. Any
damage or loss of Rent sustained by Lessor may be recovered by Lessor, at
Lessees option, at the time of the reletting, or in separate actions, from time
to time, as said damage shall have been made more easily ascertainable by
successive reletting, or, at Lessees option, may be deferred until the
expiration of the term of this Lease, in which event the cause of action shall
not be deemed to have accrued until the date of expiration of said term. The
provisions contained in this section shall be in addition to and shall not
prevent the enforcement of any claim Lessor may have against Lessee for
anticipatory breach of the unexplored term of this Lease.

28.  REPEATED DEFAULTS

     If Lessee is in default of this Lease with respect to the same or
substantially the same provision hereof two (2) or more times during any three
(3) month period during the term of this Lease, then, at Lessor's election,
Lessee shall not have any right to cure such repeated default, the terms and
conditions of the section of this Lease entitled, "Default of Lessee,"
notwithstanding. In the event of Lessor's election not to allow a cure of a
repeated default, Lessor shall have all of the rights provided for in that
section of this Lease for an uncured default.

29.  WAIVER

     If Lessor institutes legal or administrative proceedings against Lessee and
a compromise or settlement thereof is made, the same shall not constitute a
waiver of Lessee's obligations to comply with any covenant, agreement or
condition of this Lease, nor of any of Lessor's rights hereunder. No waiver by
Lessor of any breach of any covenant, condition, or agreement specified herein
shall operate as an invalidation or as a continual waiver of such covenant,
condition or agreement itself, or of any subsequent breach thereof. No payment
by Lessee or receipt by Lessor (or any party designated by Lessor to receive any
payments of Rent) of a lesser amount than the amount of Rent due Lessor shall be
deemed to be other than payment on account of the earliest stipulated Rent. In
addition, no endorsement or statement on any check or letter accompanying a
check for payment of such Rent shall be deemed an accord and satisfaction.
Lessor, or any party designated by Lessor, may accept such check or payment
without prejudice to Lessor's right to recover the balance of such rent or to
pursue any other remedy provided for in this Lease or in the governing law of
the jurisdiction in which the

                                       20

<PAGE>

Building is located. No re-entry by Lessor, and no acceptance by Lessor of keys
from Lessee, shall be considered an acceptance of a surrender of the Lease.

     No reference to any specific right or remedy shall preclude Lessor from
exercising any other right or from having any other remedy or from maintaining
any action to which it may otherwise be entitled at law or in equity.

30.  SUBORDINATION AND COVENANTS WITH MORTGAGEES

     This Lease is subject and subordinate to the lien of all and any mortgages
which may now or hereafter encumber or otherwise affect the real estate
(including the Building) of which the Demised Premises is a part, or Lessor's
leasehold interest therein, and to all and any renewals, restatements,
extensions, consolidations, modifications, recastings or refinancings thereof.
The foregoing subordination is and shall be self-executing, but in confirmation
of such subordination, Lessee shall, at Lessors or any mortgagee's request,
promptly execute any requisite or appropriate certificate or other document.
Lessee hereby constitutes and appoints Lessor as Lessee's attorney-in-fact to
execute any such certificate or other document for or on behalf of Lessee if
Lessee does not execute said certificate or document within five (5) days after
receipt thereof. The term "mortgages" shall include ground leases, both
construction and permanent financing, and deeds of trust and similar security
instruments.

     Notwithstanding any other provision of this Lease or of law to the
contrary, if a mortgagee shall so elect by notice to Lessee or by the recording
of a unilateral declaration of subordination among the land records of the
District of Columbia at any time before such mortgagee conducts a foreclosure
sale (without the necessity of any instrument or agreement with or by Lessee),
this Lease and Lessee's rights hereunder shall be superior and prior in right to
the mortgage of which such mortgagee has the benefit, with the same force and
effect as if this Lease had been executed, delivered and recorded prior to the
execution, delivery and recording of such mortgage, subject, nevertheless, to
such conditions as may be set forth in any such notice or declaration.

     Lessee agrees that in the event that any proceedings are brought for the
foreclosure or termination of any such mortgage, Lessee shall, whether the Lease
be superior or subordinate to the mortgage, at tom to the purchaser at such
foreclosure sale, if requested to do so by such purchaser, and Lessee agrees to
execute and deliver within ten (10) days after such request a confirmation of
such attornment. Lessee shall also recognize such purchaser as the Lessor under
this Lease. Lessee waives the provisions of any statute or rule of law, now or
hereafter in effect, which may give or purport to give Lessee any right to
terminate or otherwise adversely affect this Lease and the obligations of Lessee
hereunder in the event that any such foreclosure proceeding is prosecuted or
completed.

                                       21

<PAGE>

     If the Building, the Demised Premises or any part respectively thereof is
at any time subject to a mortgage or a deed of tug or other similar instrument,
and this Lease or the rents are assigned to such mortgagee, trustee or
beneficiary, and the Lessee is given written notice thereof, including the post
office address of such assignee, then Lessee may not terminate this Lease for
any default on the part of Lessor without first giving written notice by
certified or registered mail, return receipt requested, to such assignee.
Pursuant to the foregoing, Lessee is hereby notified that the current mortgage
is such an assignee and that the address of the current mortgagee is Monumental
Life Insurance Company, c/o Aegon USA Realty Advisors, Inc., 4333 Edgewood Road,
N.E., Cedar Rapids, Iowa. Every such notice under this paragraph shall specify
the default in reasonable detail, and afford such assignee a reasonable
opportunity (which shall not be less than thirty (30) days) to make performance,
at its election, for and on behalf of Lessor.

     Lessee covenants as follows with each holder of a mortgage, which covenants
shall be for the benefit of and enforceable only by such mortgagee:

               (a) Rent Paid in Advance. No beneficiary of any mortgage of all
or any part of the property of which the Demised Premises are a part, shall be
bound by any payment of Rent for more than one month in advance;

               (b) No Amendment, Modification or Cancellation. No amendment,
modification or cancellation of this Lease shall be effective unless in
compliance, with the requirements of the current mortgagee;

               (c) Not Bound by Lessor's Default. No beneficiary of any mortgage
of all or part of the property of which the Demised Premises are a part shall be
bound by any default of Lessor under this Lease or be responsible for any defect
in the Demised Premises or be responsible for any accrued liabilities of Lessor
under this Lease or be responsible for any refund or rebate owed to Lessee,
unless such beneficiary has received the funds that constitute such refund, or
for any work or improvement not completed by Lessor or any prior landlord;

               (d) Non-recourse to Lessor. In the case of any foreclosure of the
lien of any mortgage, the rights and remedies of Lessee in respect of any
obligations of any successor landlord hereunder shall be non-recourse as to any
assets of such successor landlord other than its interest in the Demised
Premises;

               (e) No Abatement. Lessee's obligation to pay Rent shall not be
subject to any abatement, deduction, counterclaim, or setoff as against any
mortgagee, or purchaser upon the foreclosure of any other mortgage or the
delivery of a deed in lieu thereof to or any other mortgagee, by reason of a
landlord default occurring prior to such foreclosure or the delivery of such
deed;

               (f) No Duty to Cure Defaults. No beneficiary of any mortgage or
their successor in interest shall be obligated to cure existing defaults, other
than defaults of a continuing nature of which such beneficiary received notice,
and in respect of which Lessee

                                       22

<PAGE>

afforded such beneficiary a reasonable cure period (which shall not be less than
thirty (30) days) following such notice;

               (g) Return of Security Deposit. No beneficiary of any mortgage or
their successor in interest shall be obligated to return any security deposit
not actually received by such beneficiary or successor in interest;

               (h) Payment of Rent. Lessee may pay Rent to the beneficiary of a
mortgage upon notice from such beneficiary that Lessor's license to collect Rent
has been revoked; and

               (i) Notice to Lessee. Any notice delivered to Lessee by
beneficiary under a mortgage shall be valid if delivered to the Demised Premises
under the Lease.

31.  CONDEMNATION

     If the whole or a "substantial part of the Demised Premises" or the
Building is condemned or acquired in lieu of condemnation by any governmental
authority for any public or quasi-public use or purpose, then the term of this
Lease shall cease and terminate as of the date when title vests in such
governmental authority. Lessee shall have no claim against Lessor or the
condemning authority for any portion of the amount of the condemnation award or
settlement that Lessor claims as its damages arising from such condemnation or
acquisition, or for the value of any unexpired term of the Lease. Lessee may
make a separate claim against the condemning authority for a separate award for
the value of any of Lessee's tangible personal property and trade fixtures, for
moving and relocation expenses and for such business damages and/or
consequential damages as may be allowed by law, provided the same shall not
diminish the amount of Lessor's award.

     If less than a "substantial part of the Demised Premises" is condemned or
acquired in lieu of condemnation by any governmental authority for any public or
quasi-public use or purpose, the rent shall be equitably adjusted on the date
when title vests in such governmental authority and the Lease shall otherwise
continue in full force and effect. For purposes of this section, a "substantial
part of the Demised Premises" shall be considered to have been taken if
twenty-five percent (25%) or more of the Demised Premises is condemned or
acquired in lieu of condemnation, or if less dm twenty five percent (25%) of the
Demised Premises is taken and the portion of the Demised Premises taken renders
the entire Demised Premises untenantable for the conduct of Lessee's business.

     If twenty-five percent (25%) or more of the Building is condemned (whether
or not the Demised Premises shall have been condemned) and Lessor elects to
demolish the remainder of the Building, Lessor may elect to terminate this
Lease.

                                       23

<PAGE>

32.  RULES AND REGULATIONS

     Lessee, its agents and employees shall abide by and observe the rules and
regulations attached hereto as Exhibit "C" and such other reasonable rules and
regulations as may be promulgated from time to time by Lessor for the operation
and maintenance of the Building, provided a copy thereof is sent to Lessee.
Nothing contained in this Lease shall be construed to impose upon Lessor any
duty or obligation to enforce such rules and regulations, or the terms,
conditions or covenants contained in any other lease as against any other
tenant, and Lessor shall not be liable to Lessee for violation of the same by
any other tenant, any other tenant's employees, agents, business invitees,
licensees, customers, clients, family members or guests.

33.  RIGHT OF LESSOR TO CURE LESSEE'S DEFAULT

     If Lessee defaults in the making of any payment to any third (3rd) party
required hereunder, or doing any act required to be made or done by Lessee
relating to the Demised Premises, then Lessor may, but shall not be required to,
make such payment or do such act, and the amount of the costs and expenses
thereof, if made or done by Lessor, plus an administrative fee of fifteen
percent (15%) of such costs and expenses, with interest on the total amount at a
rate equal to two (2) percentage points above the base rate or prime rate of
interest per annum as published from time to time in the Money Rates section of
the Wall Street Journal, accruing from the date paid by Lessor, shall be paid by
Lessee to Lessor and shall constitute additional Rent hereunder due and payable
by Lessee upon receipt of a written statement of costs from Lessor. The making
of such payment or the doing of such act by Lessor shall not operate to cure
Lessee's default, nor shall it prevent Lessor from the pursuit of any remedy to
which Lessor would otherwise be entitled.

34.  LATE CHARGES

     If any installments of Monthly Rent, additional Rent or other charges to be
paid by Lessee pursuant to this Lease are not actually received by Lessor within
five (5) days of the date such payment was due (inclusive of such due date),
Lessee shall pay to Lessor, as a late charge, five percent (5%) (per annum) of
such installment, additional Rent or other charge, and if any such installments
of Monthly Rent, additional Rent or other charges are not actually received by
Lessor within ten (10) days after the same becomes due and payable, they instead
shall bear interest at a rate (per annum) of the greater of. i) seven percent
(7%); or ii) a rate equal to one (1) percentage point above the then base rate
or prime rate of interest per annum as published from time to time in the Money
Rates section of the Wall Street Journal, either of the applicable rate accruing
from the date such installment or payment became due and payable to the date of
receipt of such payment thereof by Lessor. Such interest shall constitute
additional Rent due and payable to Lessor by Lessee upon the date of Lessor's
receipt of payment of the delinquent payment referenced above.

                                       24

<PAGE>

35.  BANKRUPTCY

     If Lessee or any guarantor of this Lease shall become bankrupt or
insolvent, or file any debtor proceedings or if Lessee or any guarantor shall
take or have taken against either party in any court pursuant to any statute
either of the United States or of any court pursuant to any statute either of
the United States or of any State a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a
portion of Lessee's or any such guarantor's property, or if Lessee or any such
guarantor makes an assignment for the benefit of creditors, or petitions for or
enters into an arrangement, then this Lease shall terminate and Lessor, in
addition to any other rights or remedies it may have, shall have the immediate
right of reentry and may remove all persons and property from the Demised
Premises and such property may be removed and stored in a public warehouse or
elsewhere at the cost of, and for the account of Lessee, all without service of
notice or resort to legal process and without being deemed guilty of trespass,
or becoming liable for any loss or damage which may be occasioned thereby.

36.  NO PARTNERSHIP

     Nothing contained in this Lease shall be deemed or construed to create a
partnership or joint venture of or between Lessor and Lessee, or to create any
other relationship between the parties hereto other than that of Lessor or
Lessee.

37.  NO REPRESENTATIONS BY LESSOR

     Neither Lessor, or its Agent, or employees of Lessor has made any
representations or promises with respect to the Demised Premises or the Building
except as herein expressly set forth, and no rights, privileges, easements or
licenses are acquired by Lessee except as herein expressly set forth. Unless
specified in Exhibit "B", Lessee unconditionally accepts the Demised Premises
and the Building in their then "as is" condition (including but not limited to
the level of service provided by the Building's HVAC, electrical, or other
systems) as of the Occupancy Date. The Lessee has inspected the Demised Premises
and the Building and is aware of the current condition of both and of the
utilities and services currently available to the Demised Premises. Taking of
possession of the Demised Premises by Lessee shall be conclusive evidence that
the Demised Premises and the Building are in good and satisfactory condition at
the time of such taking of possession.

38.  BROKER AND AGENT

     Lessee represents and wan-ants to Lessor that, except for Woodmark
Commercial Services, LLC (the "Broker" who's fees, if any are owed, shall be
dictated by a written

                                       25

<PAGE>

agreement entered into between Lessor and Broker separate from this Lease,)
Lessee has not employed any broker, finder or other person who may claim any
commission or fee, in carrying on the negotiations, or had any dealings with any
broker, finder or such other person relating to this Lease. Lessee shall
indemnify and hold Lessor harmless from and against any claim or claims for
brokerage or other commission, fee or amount arising from or out of any breach
of the foregoing representation and warranty by Lessee.

     Lessor appoints and Lessee recognizes, until such time as Lessor otherwise
notifies Lessee in writing, R B Associates, Inc. as Lessor's management agent
(referred to in this Lease as "Agent") for the management and operations of the
Building including the issuance and receipt of all notices and the instituting
and processing all legal actions on behalf of Lessor under this Lease.

39.  WAIVER OF JURY TRIAL

     Lessor and Lessee hereby waive trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other on or
with respect to any matter whatsoever arising out of or in any way connected
with this Lease, the relationship of Lessor and Lessee hereunder, Lessee's use
or occupancy of the Demised Premises, and/or any claim of injury or damage.

40.  ENFORCEMENT OF LEASE

     In the event that Lessor pursues or takes legal action in good faith, to
enforce against Lessee the performance of Lessee's obligations under this Lease,
then Lessee shall immediately reimburse Lessor for all costs and expenses,
including, without limitation, reasonable attorneys' fees, incurred by Lessor,
in such good faith pursuit.

41.  NOTICES

     All notices or other communications hereunder, except for service of
process, shall be in writing and shall be deemed duly given if. i) to Lessor, if
delivered by certified mail - return receipt requested, or by registered mail -
postage prepaid at, c/o R B Associates, Inc., attention: Real Estate Division,
1054 31/st/ Street, N.W., Suite 1000, Washington, DC 20007, with a copy to by
mail postage prepaid to Holland & Knight LLP, 2100 Pennsylvania Avenue, N.W.,
Suite 400, Washington, DC 20037, attention: Mr. Nelson F. Migdal, Esq.; and ii)
to lessee, if delivered by hand delivery, or by certified mail - return receipt
requested, or by registered mail - postage prepaid, at 1101 30/th/ Street, N.W.,
Suite 500, Washington, DC 20007, prior to the Occupancy Date and at the Demised
Premises thereafter. The party to receive notices and the place notices are to
be sent for either Lessor or Lessee may be changed by notice given pursuant to
the

                                       26

<PAGE>

provisions of this section, however, the Lessee must receive Lessor's prior
written approval to make such a change.

42.  ESTOPPEL CERTIFICATES

     At any time and from time to time, upon not less than ten (10) days prior
written notice from Lessor or the Current Mortgagee, or any other mortgagee, to
Lessee, Lessee agrees to execute, acknowledge and deliver to Lessor or the
mortgagee requesting same an estoppel certificate containing such information
with respect to the status of this Lease as Lessor or such mortgagee may
reasonably request, including, but not limited to the following certifications:
i) that this Lease is unmodified and in full force and effect (or, if there have
been modifications, that the Lease is in full force and effect as modified and
stating the modifications); ii) the dates to which the Rent and other charges
hereunder have been paid by Lessee; iii) whether or not Lessor is in default in
the performance of any covenant, agreement or condition contained in this Lease,
and, if so, specifying each ` such default of which Lessee may have knowledge;
iv) the address to which notices to Lessee should be sent and, if Lessee is a
corporation, the name and address of its registered agent in the jurisdiction in
which the Building is located; and v) that Lessee has not paid Rent more than
thirty (30) days in advance. Any such statement delivered pursuant hereto may be
relied upon by any owner of the Building, any prospective purchaser of the
Building, any mortgagee or prospective mortgagee of the Building or of Lessor's
interest, or any prospective assignee of any such mortgage.

43.  HOLDING OVER

     In the event Lessee continues in possession of the Demised Premises without
Lessor's consent after the date of expiration of the term of this Lease or any
extension period thereof, Lessee shall, by virtue of this section of the Lease,
become a lessee by the month and hereby agrees to pay to Lessor (subject to
further increases thereafter) a Monthly Rent equal to twice the amount of the
Monthly Rent in effect during the last month of the term of this Lease as it may
have been extended. The month-to-month tenancy shall commence with the first
(1st) day next after the expiration of the ten-n of this Lease. Lessee as a
month-to-month tenant shall continue to be subject to all of the conditions and
covenants of this Lease, except as aforesaid with respect to Rent. Lessee shall
give to Lessor at least thirty (30) days written notice of any intention to quit
the Demised Premises. Lessee shall be entitled to thirty (30) days written
notice to quit the Demised Premises, except in the event of nonpayment of the
modified Monthly Rent in advance or breach of any other covenant or provision of
this Lease, in which event Lessee shall not be entitled to any notice to quit,
the usual thirty (30) days notice to quit being hereby expressly waived.

     In the event Lessee holds over after the expiration of the term of the
Lease or extension period thereof, and Lessor desires to regain possession of
the Demised Premises promptly at the expiration of the term of this Lease or
extension period thereof, then at any time prior to Lessor's

                                       27

<PAGE>

acceptance of modified Monthly Rent from Lessee as a month to month tenant
hereunder, Lessor, at its option, may notify Lessee of Lessor's desire to so
regain possession and may forthwith reenter and take possession of the Demised
Premises without process, or by any legal process in force in the jurisdiction
in which the Building is located.

44.  RIGHTS RESERVED BY LESSOR

     In addition to any and all other rights of Lessor hereunder and in law,
Lessor shall have the following rights, exercisable without notice to Lessee,
without liability for damage or injury to property, person or business and
without effecting an eviction, constructive or actual, or disturbances or
Lessee's use or possession of the Demised Premises or giving rise to any claim
for set-off, abatement of rent or otherwise:

     (A) To change the Building's name or street address (without any
responsibility to Lessee for any resulting costs, such as changing stationary);

     (B) To affix, maintain and remove any and all signs on the exterior and
interior of the Building; except any signs that may have been approved under the
section of this Lease entitled "signs and advertisements";

     (C) To designate and approve: i) prior to installation, all window shades,
blinds, drapes, awnings, window ventilators, lighting and other similar
equipment to be installed by Lessee; or ii) the placement of any personal
property of Lessee that may be visible from the exterior of the Demised Premises
or the Building;

     (D) To decorate and make repairs, alterations, additions and improvements,
whether structural or otherwise, in, to and about the Building and any part
thereof, and, during the continuance of any of such work, to temporarily close
doors, entry ways, and common areas in the Building and to temporarily interrupt
or suspend Building services and facilities, all without affecting Lessee's
obligations hereunder;

     (E) To grant to anyone the exclusive right to conduct any business or
render any service in the Building, provided Lessee is not thereby excluded from
uses expressly permitted herein;

     (F) To alter, relocate, reconfigure and reduce the common areas of the
Building, as long as the Demised Premises remains reasonably accessible; and

     (G) To alter, relocate, reconfigure, reduce and withdraw the common areas
located inside or outside the Building, including parking and access roads, as
long as the Demised Premises remain reasonably accessible; to establish, modify
and enforce reasonable rules and regulations with respect to the common areas;
to enter into, modify and terminate easements and other agreements pertaining to
the use and maintenance of the common areas; to close all or any portion of the
common areas to such extent as may, in the opinion of Lessor, be necessary to
prevent a dedication thereof or the accrual of any rights to any person or to
the public therein; to

                                       28

<PAGE>

close temporarily any or all portions of the common areas; to change the size,
location, elevation and nature of any of the common areas; to utilize portions
of the common areas for entertainment, displays, kiosks, carts, and booths; and
to do and perform such other acts in and to said areas and improvements as, in
Lessor's sole judgment, Lessor shall determine to be advisable.

45.  COVENANTS OF LESSOR

     Lessor covenants that it has the right to make this Lease for the term of
the Lease aforesaid. Further, Lessor covenants that if Lessee shall pay the Rent
and shall perform all of the covenants, agreements and conditions specified in
this Lease to be performed by Lessee, Lessee shall, for the term of the Lease,
freely, peaceably and quietly occupy and enjoy the full possession of the
Demised Premises without molestation or hindrance by Lessor, its Agent or
employees, subject, however, to the section of this Lease entitled
"Subordination." Entry into the Demised Premises for inspections, repairs,
alterations, improvements and installations by Lessor, its agents, employees or
contractors pursuant to the section of this Lease entitled "Inspections, Repairs
and Installations" and the exercise by Lessor of Lessor's rights reserved in the
section of this Lease entitled "Rights Reserved by Lessor" shall not constitute
a breach by Lessor of this covenant, nor entitle Lessee to any abatement or
reduction of rent. In addition, any activities of Lessor, whether in the form of
renovation, redecoration or rehabilitation of any area of the Building,
including the lobby, and any of the surrounding public spaces by Lessor or in
the form of organized activities, public or private, shall not be deemed
violation by Lessor of Lessor's covenant of quiet enjoyment benefiting Lessee.

46.  LIEN FOR RENT (Intentionally Omitted)

47.  EFFECTIVFNESS OF LEASE

     The furnishing of the form of this Lease by Lessor shall not constitute an
offer to or option of Lessee and this Lease shall become effective upon and only
upon its execution by both parties hereto.

48.  TRASH SORTING AND ENVIRONMENTAL LAWS

     Lessee covenants and agrees, at its sole cost and expense, to comply with
all present and future laws, orders, and regulations of the District of
Columbia, federal, municipal, and local governments, departments, commissions,
agencies and boards regarding the collection, sorting, separation, and recycling
of garbage, trash, rubbish and other refuse (collectively, "Trash.") Lessee
shall sort and separate its Trash into such categories as are provided by law.
Each separately sorted category of Trash shall be placed in separate receptacles
as directed by Lessor.

                                       29

<PAGE>

Lessor reserves the right to refuse to collect or accept from Lessee any Trash
that is not separated and sorted as required by law, and to require Lessee to
arrange for such collection at Lessee's sole cost and expense, utilizing a
contractor satisfactory to Lessor. Lessee shall pay all costs, expenses, fines,
penalties, or damages that may be imposed on Lessor or Lessee by reason of
Lessee's failure to comply with the provisions of this Section 48, and, at
Lessee's sole cost and expense, shall indemnify, defend and hold Lessor harmless
(including legal fees and expenses) from and against any actions, claims, and
suits arising from such noncompliance, utilizing counsel reasonably satisfactory
to Lessor.

     Lessee shall not use any portion or all of the Building or the Demised
Premises for the generation, treatment, storage or disposal of "hazardous
materials," "hazardous waste," "hazardous substances," or "oil" (collectively,
"Materials") as such terms are defined under the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as
amended, the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901 et
seq., as amended, and any and all other "environmental statutes" which regulate
the use of hazardous and/or dangerous substances, and the regulations
promulgated thereunder and any and all state and local laws, rules and
regulations, without the express prior written consent of Lessor, and then only
to extent that the presence and/or discharge of the Materials is: i) properly
licensed and approved by all appropriate governmental officials and in
accordance with all applicable laws and regulations; and ii) in compliance with
any terms and conditions stated in said prior written approval by the Lessor.
Lessee may use such Materials in the ordinary course of business, provided that
such use is in accordance with all applicable statutes, laws, rules and
regulations, and any manufacturer instructions; and provided further that Lessee
may not discharge any Materials except as provided by applicable statutes, laws,
rules and/or regulations, and specifically may not discharge any Materials in
any public sewer or any drain and/or drainpipe leading or connected thereto.
Lessee shall promptly give written notice to Lessor of any communication
received by Lessee from any governmental authority or other person or entity
concerning any complaint, investigation or inquiry regarding any use or
discharge (or alleged use or alleged discharge) by Lessee or any Materials.
Lessor shall have the right (but not the obligation) to conduct such
investigations or tests (or both) as Lessor shall deem necessary with respect to
any such complaint, investigation or inquiry, and Lessee, at its expense, shall
take such action (or refrain from taking such action) as Lessor may request in
connection with such investigations and tests by Lessor. Lessee shall indemnify,
defend (with counsel selected by Lessor), and hold Lessor harmless from and
against any such improper use or discharge (or both) by Lessee, including any
costs of all necessary clean-up activities occasioned by Lessee's actions,
whether during the term or after termination of this Lease.

49.  PARKING

     So long as the Lessee is not in default of the Lease or any applicable
rules and regulations which apply to the garage; then during the term of the
Lease, the Lessee shall be entitled to contract for four (4) unreserved parking
spaces in the Building's parking garage at prevailing market rates.

                                       30

<PAGE>

50.      RECORDATION

         Lessee shall not record this Lease or any memorandum thereof without
the prior written consent of Lessor. All fees, costs, taxes and expenses in
connection with Lessee's filing and recording of this Lease or any memorandum
thereof shall be the sole obligation of Lessee. Lessor may condition its consent
to any request by requiring that only a memorandum of lease be filed and
recorded, such memorandum to exclude information as to the amount of Rent
specified in this Lease.

51.      GENDER

         Feminine or neuter pronouns shall be substituted for those of the
masculine form, and the plural shall be substituted for the singular number, in
any place or places herein in which the context may require such substitution or
substitutions.

52.      BENEFIT AND BURDEN

         The terms and provisions of this Lease shall be binding upon and shall
inure to the benefit of the parties hereto and each of their respective
representatives, successors and permitted assigns. Lessor may freely and fully
assign its interest hereunder. In the event of any sale or transfer of the
Building by operation of law or otherwise by the party named as Lessor hereunder
(or any subsequent successor, transferee or assignee), then said party, whose
interest is thus sold or transferred shall be and is completely released and
forever discharged from and with respect to all covenants, obligations and
liabilities as Lessor hereunder after the date of such sale or transfer.

         In the event Lessor shall be in default under this Lease, and if as a
consequence of such default, Lessee shall recover a money judgement against
Lessor, such judgement shall be satisfied only out of the proceeds of sale
received upon execution of such judgement against the right, title and interest
of Lessor in the Building as the same may then be constituted and encumbered and
Lessor shall not be liable for any deficiency. In no event shall Lessee have the
right to levy execution against any property of Lessor other dm its interests in
the Building. In no event shall any personal judgment lie against any partner in
Lessor or any officer, director, shareholder, or trustee in any partnership or
corporation which is a partner in Lessor.

53.      GOVERNING LAW

         This Lease and the rights and obligations of Lessor and Lessee
hereunder shall be governed by the laws of the District of Columbia.

                                       31

<PAGE>

54.      SAVINGS CLAUSE

         If any provision of this Lease or the application thereof to any person
or circumstance is to any extent held invalid, then the remainder of this Lease
or the application of such provision to persons or circumstances other than
those as to which it is held invalid shall not be affected thereby, and each
provision of the Lease shall be valid and enforced to the fullest extent
permitted by law.

55.      CORPORATE LESSEE

         If Lessee is or will be a corporation, the persons executing this Lease
on behalf of Lessee hereby consent, represent and wan-ant that Lessee is a duly
incorporated or a duly qualified (if a foreign corporation) corporation and
authorized to do business in the District of Columbia; and that the person or
persons executing this Lease on behalf of Lessee is an officer or are officers
of Lessee, and that they as such officers are duly authorized to sign and
execute this Lease. Simultaneously with the execution and delivery of this Lease
by Lessee to Lessor, Lessee shall deliver to Lessor documentation satisfactory
to Lessor evidencing Lessee's compliance with the provisions of this section.
Further, Lessee agrees to promptly execute all necessary and reasonable
applications or documents confirming such registration as requested by Lessor or
its representatives required to permit the issuance of necessary permits and
certificates for Lessee's use and occupancy of the Demised Premises. Any delay
or failure by Lessee in submitting such application or document so executed
shall not serve to delay the Commencement Date or delay or waive Lessee's
obligations to pay Rent hereunder. Lessee, if a corporation, states that its
registered agent in the District of Columbia is _______________________________,
having an address at ___________________________ and that it is a corporation in
good standing in the District of Columbia.

56.      JOINT AND SEVERAL LIABILITY

         If two (2) or more individuals, corporations, partnerships or other
business associations (or any combination of two (2) or more thereof) shall sign
this Lease as Lessee, the liability of each of them shall be joint and several.
In like manner, if Lessee named in this Lease shall be a partnership or other
business association the members of which are, by virtue of statute or general
law, subject to personal liability, the liability of each of such member shall
be joint and several.

57.      BUSINESS DAY/WORKING DAY

         The terms "business day" and/or "working day" are terms describing each
calendar day Monday through Friday (from 8:00 a.m. to 6:00 p.m.) and Saturday
(from 9:00 a.m. to 1:00 p.m.)

                                       32

<PAGE>

except any holiday identified specifically or generically in the section of this
Lease entitled, "Services and Utilities" falling on one (1) of such calendar
days.

58.      ENTIRE AGREEMENT

         (A)  This Lease, together with the Exhibits attached hereto and made a
part hereof, contains and embodies the entire agreement of the parties hereto,
and no representations, inducements, or agreements, oral or otherwise, between
the parties not contained and embodied in this Lease and said Exhibits shall be
of any force or effect, and the same may not be modified, changed or terminated
in whole or in part in any manner other than by an agreement in writing duly
signed by all parties hereto.

         (B)  The Lessee and the Lessor agree, understand, and acknowledge that
the Lease has been freely negotiated by both parties; and that in any
controversy, dispute, or contest over the meaning, interpretation, validity, or
enforceability of this Lease, or any of its terms and conditions, there shall be
no inference, presumption, or conclusion drawn whatsoever against either party
having drafted this Lease or any portion thereof.

59.      LESSEE'S REPRESENTATIONS

         The financial information and references submitted by Lessee are made a
part of this Lease and has been an inducement for the Lessor to lease the
Demised Premises to the Lessee under the terms herein. If any of the
representations contained in that financial information or references are
discovered at any time to be misleading, incorrect or untrue, Lessor has the
right to cancel this Lease and repossess the Demised Premises according to any
remedy provided by law. Lessor may also recover from the Lessee any loss or
damages (including Rent for the full term hereunder) which the Lessor may have
suffered from such misrepresentation.

60.      HEADINGS

         The captions, section numbers, and table of contents appearing in this
Lease are included only as a matter of convenience and in no way define, limit,
or describe the scope of intent of such sections of this Lease, nor in any way
affect this Lease.

61.      RIGHT-TO-RELOCATE

         (A)  Lessee shall have the right to relocate to other office spaces and
simultaneously terminate this Lease at and during the specified time periods set
forth in this section 61, however, expressly subject to each of the following
conditions:

                                       33

<PAGE>

         1.  the effective dates of the termination option are only during the
period of time after completion of the first (1/st/) six (6) months of the first
(1) Lease-Year and ending six (6) months prior to the Termination Date, and

         2.  during the time period immediately above in 61 (A)i, the Lessee
entering into a new lease for other office space within the Building or Lessor's
affiliated property, Canal Square located @ 1054 31/st/ Street, N.W.,
Washington, DC; and such lease contains: (a) "basic terms" and conditions
contained within the Lessor's Standard lease; and (b) "business terms" which
reflect a "market rent."

     (B) The Lessee's right to relocate to other office space and simultaneously
terminate this lease as specified above shall be null and void and of no force
and effect unless at the time above specified: i) for exercising such option
each and every one of the following conditions precedent shall have been fully
satisfied: (a) Lessee's notice to terminate was received by Lessor within the
applicable period of time specified above (b) the Lease shall be in full force
and effect; (c) Lessee shall not be in default (beyond any notice anducure
provisions) in the performance or observance of any of the terms herein; and ii)
as the effective date of Lease termination. Lessee shall not be in default
(beyond any notice and cure provisions) in the performance or observance of any
of the terms herein. Upon Lessor's reasonable satisfaction that all of the above
conditions have been fulfilled by the Lessee, the Lease, shall be deemed
terminated.

62.  RIGHT-TO-MATCH

     (A) Provided that Lessee is not then in default of the Lease and is then in
occupancy of the entire Demised Premises then solely during the period
commencing on the first (1/st/) annual anniversary of the Commencement Date and
ending six (6) months prior to the Termination Date, Lessee shall have an
ongoing right to match or exceed any offer the Lessor may receive from: i) a
non-Lessor affiliated entity; or ii) any party which lesses the space prior to
the first (1/st/) annual anniversary of the commencement date; to lease the
adjacent premises known as Suite #250 as shown on Exhibit "A" ("Available
Space"). The Available Space shall be offered to, and accepted (if at all) by
Lessee on the terms and conditions as shall be set forth in such offer
aforementioned to lease that Lessor may receive as to such Available Space
("Lessor's Offer".)

     (B) Lessee shall give to Lessor, written notice of Lessee's exercise of its
option to so lease the Available Space within five (5) business days after the
date on which Lessor gives Lessor's Offer to Lease. If Lessee shall fail to
exercise its option to lease the Available Space within said five (5) business
days after the date on which Lessor's Offer is so given by Lessor, then Lessor
shall be free to offer to lease such Available Space to others and Lessee's
right to lease said Available Space shall be void and of no force or effect for
ever more and Lessor may lease said Available Space to others upon such terms
and for such periods as shall be acceptable to Lessor (it being agreed that time
shall be of the essence in Lessee's delivery of the aforesaid, Lessor will rely
to its detriment on Lessee's failure to give such written notice.)

                                       34

<PAGE>

     (C) Within ten (10) days (subject to written extension by Lessor) after the
date Lessee gives written notice to Lessor of the exercise of Lessee's option
hereunder, Lessor and Lessee shall execute an amendment to this Lease (or, at
Lessor's option, a new lease as to said Available Space) setting forth the terms
set forth in Lessor's Offer as to the Available Space (or with respect to a new
lease as to said Available Space, setting forth the terms in Lessor's Offer as
to the Available Space and in all other respects identical to this Lease.) If
Lessee shall fail due to no fault of Lessor to execute said Lease Amendment (or
said new lease, as the case may be) for the Available Space within such ten (10)
days period (as the same may be extended as aforesaid), and deliver said
document with any required securitization therewith, then the exercise by Lessee
of Lessee's option herein is automatically cancelled and of no force or effect
and Lessor shall be free to offer to lease and to lease such Available Space to
others upon such terms and conditions as shall be acceptable to Lessor, and to
hold Lessee liable for any damages to Lessor from such cancellation.

     (D) Nothing set forth in this paragraph shall be construed to give Lessee a
superior right to lease the Available Space or any other space in the Building
that is leased to another tenant and that is subject to any written option on
the part of such other tenant to renew or extend the term thereof. Any lease of
Available Space entered into pursuant to the terms of this section 62 shall be
effective upon the date of the amendment to this Lease (or upon the date of such
new lease, as the case may be) and the term thereof and the obligation to pay
rental thereunder shall commence upon the date determined pursuant to the
provisions of Lessor's Offer, as set forth in such amendment or new lease.
During the period of time that any Lessor's Offer is outstanding, Lessor may
proceed with negotiations with prospective tenants other than Lessee with
respect to any or all of the Available Space in question. Lessee may only take
Available Space hereunder in whole but not in part.

[Signatures, Notaries, and Exhibits Follow]

                                       35

<PAGE>

         IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be
signed in their names by their duly authorized representatives and delivered as
their act and deed, intending to be legally bound by its terms and provisions.

WITNESS:               LESSOR: Waterfront Center Limited Partnership

                          By:  The Waterfront Corporation, its General Partner

                               By:  /s/ Richard D. Bernstein
___________                         __________________________________
Date:

                       LESSEE: InPhonic.com, Inc.

                               By:  /s/ David A. Steinberg
                                    __________________________________
                                    Name:
                                    Title:

                                       36

<PAGE>

                       Acknowledgment of Corporate Lessee

State of ______________________________

                                              ss:
County of______________________________


     I,  Joyce Richardson the Notary Public indicated below, in and for the
jurisdiction aforesaid, acknowledge that the person satisfactorily proven to
me to be David Steinberg, and is the President of the Lessee named in the
foregoing and annexed Lease, who executed the foregoing instrument on behalf of
Lessee as said Lessee's free act and deed for the purpose therein contained.

     WITNESS my hand and official seal this ___ day of ___________________,
20___.

     /s/ Joyce Richardson
     ______________________________
     Notary Public - signature

     (Notarial Seal)

     My Commission Expires: 10/31/02

                                       37

<PAGE>

                                    EXHIBIT A

                         FLOOR PLAN OF DEMISED PREMISES

                                  [FLOOR PLAN]

                                      A-1

<PAGE>

                                   EXHIBIT "B"

                              PREMISES IMPROVEMENTS

     (A)  The work to be provided by Lessor at no additional cost to Lessee (the
"Improvements") shall be as follows:

          1.  Paint all vertical walls in Lessor's Building Standard white
except that, the Lessor will paint the vertical walls of one (1) office in a
different, reasonable color of the Lessee's reasonable choice;

          2.  Install new carpet in all currently carpeted areas in one (1)
color of Lessee's choice from Lessor's Building Standard selections, except
that, the Lessor will install carpet in one (1) office in a different,
reasonable color of the Lessee's reasonable choice from Lessor's Building
Standard selections;

          3.  Demolish one (1) wall where shown on Exhibit "A" and re-build
resulting office entrance as required;

          1.  Add weather stripping around suite entry door; and

          2.  fix ceiling tile and lighting as required.

     Except for the work set forth above in this Exhibit "B", Lessee accepts
possession of the Demised Premises and Building in their "as-is" condition
existing on the Lease date. Lessor reserves the right to reasonably modify the
above if field conditions require such modification. In the case where
significant modification is required, the Lessor will notify the Lessee of such
modification. All Improvements shall be of Lessor's Building Standard unless
otherwise noted.

     (B)  In addition to the Improvements as detailed above, the Lessee may, at
its sole cost and expense (and if started prior to Lessor's work to complete the
Improvements above in this Exhibit B, so long as same does not interfere with
the Lessor's work to complete the Improvements above in Section (A) of this
Exhibit B) be permitted to install the following Improvements (and which shall
be subject to Lessor's reasonable prior written approval of final details):

     1.   hardwood floors in reception area and hallway;

     2.   built-in work stations in the interior conference room; and

     3.   additional electrical outlets.

                                      B-1

<PAGE>

                                   EXHIBIT "C"

                              Rules and Regulations

     The following rules and regulations have been formulated for the safety and
well-being of all the lessees of the Building. Any violation of these rules and
regulations by any lessee which continues after notice from Lessor shall be
sufficient cause for termination, at the option of Lessor, of the Lessee's
lease. Lessor may, upon request by any Lessee, waive the compliance by such
Lessee of any of the following rules and regulations, provided that: i) no
waiver shall be effective unless signed by Lessor or Lessor's authorized agent;
ii) any such waiver shall not relieve the Lessee from the obligation to comply
with such rule or regulation in the future unless expressly consented to, in
writing by Lessor; and iii) no waiver of a rule or regulation granted to any
lessee shall relieve any other lessee from the obligation unless such other
lessee has received a similar waiver in writing from Lessor.

1.   The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls or other parts of the Building not occupied by any
Lessee (hereinafter "Common Areas") shall not be obstructed or encumbered by any
lessee or used for any purpose other than ingress and egress to and from the
Lessee's Demised Premises. Lessor shall have the right to control and operate
the Common Areas, and the facilities furnished for the common use of the Lessee
in such manner as Lessor, in its sole discretion, deems best for the benefit of
the Lessees generally. No lessee shall permit the visit to its Demised Premises
of persons in such number or under such conditions as to interfere with the use
and enjoyment by other lessees of the Common Areas.

2.   No awnings or other projections shall be attached to the outside walls of
the Building. No drapes, blinds, shades or screens shall be attached to or hung
in, or used in connection with, any window or door of a lessee's Demised
Premises.

3.   No sign, advertisement, notice or other lettering or material(s) shall be
exhibited, inscribed, painted or affixed by any lessee on any part of the
outside or inside of the Lessee's Demised Premises, the Building or elevators.
In the event of the violation of the foregoing by any lessee, Lessor may remove
same without any liability, and may charge the expense incurred by such removal
to the lessee or lessees violating this rule. All interior signs on the doors
and directory table shall be inscribed, painted or affixed for each lessee by
Lessor at the expense of such lessee, and shall be of a size, color and style
acceptable to Lessor.

4.   No show cases or other articles shall be put in front of or affixed to any
part of the exterior of the Building, nor placed in the Common Areas.

5.   The water and wash closets and other plumbing fixtures shall not be used
for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags or other substances shall be thrown or placed therein.
All damages resulting from any misuse of the fixtures shall be borne by the
lessee whose employees, agents, visitors or licensees shall have caused the
same.

                                      C-1

<PAGE>

6.   There shall be no marking, painting, drilling into or other form of
defacing or damage of any part of a lessee's Demised Premises or the Building.
No boring, cutting or stringing of wires shall be permitted. No lessee shall
construct, maintain, use or operate within its Demised Premises or elsewhere
within or on the outside of the Building, any electrical device, wiring or
apparatus in connection with a loud speaker system or other sound system. Lessor
will, however, permit a Lessee to install muzak or other internal music system
within the Lessee's Demised Premises if the music system cannot be heard outside
of the Demised Premises.

7.   No Lessee shall make or permit to be made any disturbing noises or disturb
or interfere with the occupants of the Building or neighboring Buildings or
premises or those having business with them, whether by the use of any musical
instrument, radio, tape recorder, whistling, singing or any other way. No Lessee
shall throw anything out of the doors or windows, off the balconies or down the
corridors or stairs.

8.   No bicycles, vehicles or animals, birds or pets of any kind shall be
brought into or kept in or about a Lessee's Demised Premises. No cooking shall
be done or permitted by any Lessee on its Demised Premises, except that, with
Lessor's prior written approval, a lessee may install and operate for the
convenience of its employees, a lounge or coffee room with microwave oven, sink
and refrigerator. No lessee shall cause or permit any unusual or objectionable
odors to originate from its Demised Premises. Each lessee shall be obligated to
maintain sanitary conditions in any area approved by the Lessor for food and
beverage preparation and consumption.

9.   No space in or about the Building shall be used by any Lessee for the
manufacture, storage, or sale or auction of merchandise, goods or property of
any kind.

10.  No flammable, combustible, explosive, hazardous or toxic fluid, chemical or
substance shall be brought into or kept upon a lessee's Demised Premises.

11.  No additional locks or bolts or alarms of any kind shall be placed upon any
of the doors or windows by any lessee, nor shall any changes be made in existing
locks or the mechanism thereof. The doors leading to the Common Areas shall be
kept closed during business hours except as they may be used for ingress and
egress. Each lessee shall, upon the expiration or termination of its tenancy,
return to Lessor all keys or codes used in connection with its, Demised
Premises, including any keys or codes to the Demised Premises, to rooms and
offices within the Demised Premises, to storage rooms and closets, to cabinets
and other built-in furniture, and to toilet rooms whether or not such keys or
codes were furnished by Lessor or procured by Lessee, and in the event of the
loss of any such keys and the codes for any alarms, such lessee shall pay to
Lessor the cost of replacing the locks. On the expiration or termination of a
lessee's lease, the lessee shall disclose to Lessor the combination of all locks
for safes, safe cabinets and vault doors and the codes for any alarms, if any,
remaining in the Demised Premises.

12.  All deliveries and removals, or the carrying in or out of any safes,
freight, furniture or bulky matter or material of any description, must take
place in such manner and during such hours as Lessor may require. Lessor
reserves the right to inspect all freight, furniture or bulky

                                      C-2

<PAGE>

matter or materials to be brought into the Building and to exclude from the
Building all or any of such which violates any of these rules and regulations or
the Lease.

13.  Any person employed by Lessee to do janitorial work within the Demised
Premises must obtain Lessor's written consent prior to commencing such work, and
such person shall, while in the Building and outside of said Demised Premises,
comply with all instructions issued by the superintendent of the Building. No
lessee shall engage or pay any employees on the Lessee's Demised Premises,
except those actually working for such lessee on said Demised Premises.

14.  Any person(s) or company supplying spring water, ice, coffee, soft drinks,
towels, or other like merchandise or service shall follow Lessor's directions
for delivering same. Lessor has the right to prohibit entry to the Building by
such person(s) or company who does not follow Lessor's directions.

15.  Lessor shall have the right to prohibit any advertising by any Lessee
which, in Lessor's sole opinion, tends to impair the reputation of the Building
or its desirability as a Building for offices, and upon written notice from
Lessor, such lessee shall refrain from or discontinue such advertising.

16.  Lessor reserves the right to exclude from the Building at all times any
person who is not known or does not properly identify himself to the Building
management or its agents. Lessor may at its option require all persons admitted
to or leaving the Building between the hours of 6:00 p.m. and 8:00 a.m., Monday
through Friday, and at all times on Saturdays, Sundays and holidays, to
register. Each Lessee shall be responsible for all persons for whom it
authorizes entry into the Building, and shall be liable to Lessor for all acts
of such persons.

17.  Each Lessee, before closing and leaving its Demised Premises at any time,
shall assure that all lights are turned off and access to the Demised Premises
is locked.

18.  The requirements of Lessees will be attended to only upon application at
the office of the Building. Building employees shall not perform, and shall not
be requested by any Lessee to perform, any work or do anything outside of their
regular duties, unless under special instructions from the Building management.

19.  Canvassing, soliciting and peddling in the Building is prohibited and each
Lessee shall cooperate to prevent the same.

20.  No water cooler, plumbing or electrical fixtures shall be installed by the
Lessee without Lessor's prior written consent.

21.  There shall not be used in any space, or in the Common Areas of the
Building, either by any Lessee or by jobbers or others in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards.

22.  Mats, trash or other objects shall not be placed in the Common Areas.

                                      C-3

<PAGE>

23.  Lessor shall not maintain or repair suite finishes or fixtures which are
non-standard, including, but not limited to, kitchens, bathrooms, wallpaper, and
special lights.

24.  No space demised to any lessee shall be used, or permitted to be used, for
lodging or sleeping or for any illegal purpose.

25.  Employees of Lessor other than those expressly authorized are prohibited
from receiving any packages or other articles delivered to the Building for any
lessee and, should any such employee receive any such package or article, he or
she in so doing shall be the agent of such lessee and not Lessor.

26.  No Lessee shall install or permit or allow installation of a television
antenna in the windows or upon the exterior of its Demised Premises or the
Building.

27.  No Lessee shall tie in, or permit others to tie in, to the electrical or
water supply of the Building without prior written consent of the Building
management.

28.  No Lessee shall remove, alter or replace the Building standard ceiling,
light diffusers or air conditioning terminals in any portion of its Demised
Premises without the prior written consent of Lessor.

29.  No vending machines shall be permitted to be placed or installed in any
part of the Building by any lessee. Lessor reserves the right to place or
install vending machines in any of the Common Areas of the Building.

30.  No lessee shall place, or permit to be placed, on any part of the floor or
floors of the space demised to such lessee a load exceeding the floor load per
square foot which such floor was designed to carry and which is allowed by law.

31.  Lessor reserves the right to specify where in the space demised to any
Lessee business machines and mechanical equipment shall be placed or maintained
in order, in Lessor's judgment, to absorb and prevent vibration, noise, and
annoyance to other Lessees of the Building.

32.  Lessor reserves the right to rescind, amend, alter or waive any of the
foregoing rules and regulations at any time when, in its sole judgment, it deems
it necessary, desirable or proper for its best interest and for the best
interests of the lessees, and no such rescission, amendment, alteration or
waiver or any rule or regulation in favor of one Lessee shall operate as an
alteration or waiver in

                                   EXHIBIT "E"

                       Certificate as to Resolution of the
                        Board of Directors and Incumbency

                                      C-4

<PAGE>

     The undersigned, David Steinberg hereby certifies to Waterfront Center
Limited Partnership, that they are the duly elected Board, of InPhonic, Inc.,
a __________________ corporation (the "Corporation"), and
that, as such, they are authorized to execute this Certificate on behalf of the
Corporation, and further certifies that:

(a)  The following resolution was adopted on the 8th day of February, 2000
by the unanimous consent of the Board of Directors of the Corporation and duly
filed with the minutes of the Corporation:

"RESOLVED, that David Steinberg, the President and CEO of the Corporation, be
and is hereby authorized and directed for and on behalf of the Corporation to
executive, acknowledge, seal and deliver that certain lease ( the "Lease")
between Waterfront Center Limited Partnership, as Lessor, and the Corporation,
as Lessee, demising certain space known as suite #215 and located at 1010
Wisconsin Avenue, N. W., Washington, DC, upon the terms and conditions set forth
in the Lease, a copy of which is attached hereto and incorporated by reference
herein".

(b)  The person hereinabove named is the now duly elected, qualified and acting
______________ of the Corporation, and their signature appearing opposite their
name is their true and genuine signature.

President and CEO                                      /s/ David Steinberg
_____________________                                  _________________________
Title of Officer                                       Signature of Officer


Witness the signature of the undersigned and the seal of the Corporation this
___ day of ________________, 20___



[Corporate Seal]                                       ___________________

<PAGE>

     FIRST ADDENDUM TO INPHONIC.COM, INC. LEASE FOR SPACE AT 1010 WISCONSIN
                         AVE SUITE 215 WASHINGTON, D.C.

     WHEREAS, the Lessee is unable to tender the Letter of Credit simultaneous
with the execution of this Lease.

     WHEREAS, the Lessor has agreed to delay receipt of the Letter of Credit
provided that the Letter of Credit as required under Lease is received no later
than March 31, 2000.

     NOW THEREFORE, in consideration of the parties' mutual promises contained
herein, the parties agree that:

     1. The Lessee shall deliver to the Lessor a Letter of Credit as required
under the Lease in the sum of $20,000.00, or the same amount in certified funds
on or before March 31, 2000, in satisfaction of Lessee's obligations under
paragraph 5(A) of the Lease.

     2. The Lessee, simultaneously with the execution of the Lease and this
First Addendum to InPhonic.com Lease, shall wire to Lessor the sum of $20,766.68
to Lessor's account at Bank of America, route number 054000551, account number
002080103070, which represents the two payments of $15,575.01 and $5,191.67 as
required under the Lease. In the event that the Lessee fails to deliver the
Letter of Credit or funds as specified in paragraph one (1) above, then the
Lessor, at its option, may elect to terminate the Lease in its entirety and
retain the two payments tendered by Lessee in the sum of $15,575.01 and
$5,191.67, as liquidated damages, and Lessor and Lessee shall have no further
obligations under the Lease.

     3. To the extent that anything in this Addendum conflicts with any Lease
provision, the terms of this Addendum shall take precedence over the Lease
terms. All other terms of the Lease shall remain in full force and effect.

     4. Lessor and Lessee agree that rent payments shall commence on March 1,
2000, provided the Landlord is able to tender possession on that date.
Nevertheless, Lessee shall not be entitled to take possession of the Premises
until it delivers an acceptable Letter of Credit to the Lessor. Lessor shall not
unreasonably withhold its acceptance of the Letter of Credit and shall in good
faith and promptly notify Lessee of any reasonable changes it may require.

LESSOR:                                           LESSEE:

/s/ Richard Bernstein                            /s/ David Steinberg
___________________________                       ___________________________

<PAGE>

                          ADDENDUM NUMBER TWO TO LEASE

     This Addendum Number Two to Lease (the "Addendum") is made and entered into
this 24th day of April 2000, by and between Waterfront Center Limited
Partnership (the "Lessor") and InPhonic.com, Inc., a Delaware corporation (the
"Lessee").

                               W I T N E S S E T H

     WHEREAS, by that certain Lease Agreement dated February 17, 2000, between
the Lessor and the Lessee as modified by that certain Addendum Number One to
Lease dated March 1, 2000 (both such documents, hereinafter referred to as the
"Lease"), the Lessor leased to Lessee approximately 2,492 square-feet of area
located on the second (2nd) floor of the office building located at 1010
Wisconsin Avenue, N.W., Washington, DC (such area hereinafter referred to as the
"Demised Premises" and such office building hereinafter referred to as the
"Building");

     WHEREAS, Lessee desires to expand the Demised Premises and Lessor is
willing to expand the Demised Premises;

     WHEREAS, the parties desire to extend the term of the Lease; and

     WHEREAS, Lessor and Lessee desire to formally reflect their understanding
and agreement whereby the Demised Premises will be expanded, and therefore
revise and modify the Lease accordingly, with respect to the following Lease
sections:

1.   Demised Premises                         6.    Broker and Agent
2.   Term                                     7.    Exhibit "A"
3.   Rent                                     8.    Exhibit "B"
4.   Deposit                                  9     Right-to-Match
5.   Premises Improvements                    10.   Other Terms and Provisions

    NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:

1.   Demised Premises. Lease section 1 is modified to add that:

     (A) Commencing on May 15, 2000 (the "Suite 250 Commencement Date"), Lessee
shall have the absolute obligation to accept, in its absolute "as-is" condition
(except as may be set forth in Exhibit "G" attached hereto), possession of all
of that certain premises known as Suite 250 deemed to contain the
agreed-upon-amount of approximately 2,820 square feet of area located on the
second (2nd) floor of the Building. Such area is further shown on the attached
Exhibit "H" and shall continue to be designated as Suite 250 and shall
hereinafter be referred to as "Suite 250." On and after the Suite 250
Commencement Date, the Demised Premises shall

<PAGE>

include Suite 250 and be deemed to contain the agreed-upon-amount of
approximately 5,312 square feet of area.

     (B) However, if in the event that Lessor shall not be able to give
possession of Suite 250 to the Lessee on May 15, 2000, for any reason, then
Lessor, its Agent and employees shall not be liable or responsible for any
claims, damages, or liabilities arising in connection therewith or by reason
thereof, nor shall Lessee be excused from its obligations to perform under the
Lease. However, if Lessor shall not be able to give possession of Suite 250 to
the Lessee on May 15, 2000, the "Suite 250 Commencement Date" shall be revised
to be that date which is the effective date of Lessor's written notice to Lessee
(which shall contain a minimum of five (5) days prior notice); and the Lessee
shall accept possession of Suite 250 on the effective date of such notice.

2.   Term. Lease section 2 is modified to provide that:

     The parties acknowledge and agree that the term of the Lease commenced on
March 1, 2000. The termination date of the Lease shall herein be extended six
(6) months and the Lease shall expire on August 31, 2003 (the "Termination
Date").

3.   Rent. Lease section 4(B) is modified to add that:

     On and after the Suite 250 Commencement Date, Lessee shall pay to Lessor
(in addition to any and all other Rent due under the Lease) for each month of
each Lease Year, Monthly Base Rent for Suite 250 in accordance with the
following schedule:

     Lease Year                                              Base Rent - Monthly
     ----------                                              -------------------
     One (1) - (partial year for Suite 250)                  $5,875.00
     Two (2)                                                 $6,110.00
     Three (3)                                               $6,354.40
     Four (4) - (partial year for entire Demised Premises)   $6,608.58

     The Monthly Base Rent for Suite 215 for Lease-Year Four (4) shall be five
thousand eight hundred thirty-nine and 92/1 00 dollars ($5,839.92).

     Lease section 4(D) is modified to add that:

     If the Suite 250 Commencement Date occurs on a day other than the first
(1st) day of a calendar month, said Monthly Rent for Suite 250 for such partial
month (regardless of the actual number of days such month has) shall be payable
at the rate of one hundred seventy and 22/100 dollars ($170.22) per day, for
each day of that partial month, payable in advance, as specified above.

<PAGE>

4.   Deposit. Lease section 5 is modified to provide that:

     So long as the Lessee installs the wood floor pursuant to section 5 of this
Addendum, the Lessee shall not be required to deposit with Lessor any additional
deposit in connection with this Addendum. However, should the Lessee not install
the wood floor pursuant to section 5 of this Addendum, the Lessee shall, no
later than ten (10) days after the date of Lessor's notice to Lessee, establish
and fund with Lessor one (1) additional deposit, of the sum of five thousand and
00/100 dollars ($5,000.00). All such sums shall be hereinafter referred to as
the "Security Deposit" as a deposit to be used as security for payment of Rent
and for the performance by Lessee of all of Lessee's obligations hereunder, said
Security Deposit to be held by Lessor for the entire term of this Lease and any
extensions or renewals thereof.

     Lessor shall have the right, but shall not be obligated, to apply all or
any portion of the Security Deposit toward the losses or damages resulting from
any default by Lessee, in which event Lessee shall be obligated to promptly
deposit with Lessor such amount as will replenish the Security Deposit to the
full amount required under this Lease. In the event Lessee fails to perform its
obligations to commence payment of Rent or to take possession of Suite 250 on
the Suite 250 Commencement Date, said Security Deposit shall not be deemed
liquidated damages and Lessor may apply the deposit to reduce Lessor's damages,
and such application of the Security Deposit shall not preclude Lessor from
recovering from Lessee all additional damages incurred by Lessor.

5.   Premises Improvements. Lease section 9 is modified to add that:

   The Lessee continues to accept Suite 215 in its "as-is" condition and the
Lessee accepts Suite 250 in its as-is condition, however the Lessor and the
Lessee shall, at their respective sole cost and expense as set forth on Exhibit
"G", perform such work to Suite 250 as set forth on Exhibit "G"; and such work
shall hereinafter be referred to as the "Suite 250 Improvements."

   All Suite 250 Improvements (regardless of the source of payment for same)
shall become and remain the property of Lessor and shall be considered part of
the "Improvements" under the Lease. Any replacement of any property, fixtures or
the Improvements, whether made at Lessee's

<PAGE>

IN WITNESS WHEREOF, Lessor and Lessee have caused this Addendum to be signed in
their act and deed, intending to be legally bound by its terms and provision.

WITNESS:                         LESSOR:  Waterfront Center Limited Partnership

                                 By:  The Waterfront Corporation,
                                      its General Partner


_____________________            By:  /s/ Richard D. Bernstein
                                      ______________________________
                                      Richard D. Bernstein
                                      President


WITNESS:                         LESSEE: Inphonic.com, Inc.


                                 By:  /s/ David Steinberg
_____________________                 ______________________________
Name:                                 Name:
Title:                                Title:

<PAGE>

                         ADDENDUM NUMBER THREE TO LEASE

     Addendum Number Three to Lease (the "Addendum") is made and entered into
this 24th day of May 2002 by and between Waterfront Center Limited Partnership
(the "Lessor") and a Delaware corporation (the "Lessee").

                               W I T N E S S E T H

     WHEREAS, by that certain Lease Agreement dated February 17, 2000, between
the Lessor and the Lessee, as amended by that certain Addendum Number One to
Lease, dated March 1, 2000; and that certain Addendum Number Two (2) to Lease
dated April 24, 2000 (hereinafter, all such three (3) documents collectively
referred to as the "Lease"), the Lessor leased to Lessee approximately 5,312
square feet of area on the second (2/nd/) floor of the office building located
at 1010 Wisconsin Avenue, N.W., Washington, DC (such area hereinafter referred
to as the "Demised Premises" and such office building hereinafter referred to as
the "Building");

     WHEREAS, the parties desire to expand the Demised Premises;

     WHEREAS, Lessor and Lessee desire to formally reflect their understanding
and agreement, and therefore revise and modify the Lease accordingly, with
respect to the following Lease sections:

1.   Demised Premises                    5.    Broker and Agent
2.   Rent                                6.    Exhibit "A"
3.   Premises Improvements               7.    Other Terms and Provisions
4.   Services and Utilities

    NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:

1.   Demised Premises. Lease section 1 is modified to add that:

     (A)1. Commencing on July l, 2002 (the "Expansion Area Commencement Date"),
Lessee shall have the absolute obligation to accept, in its absolute "as-is"
condition, possession of that certain area located on the second (2/nd/) floor
of the Building and currently used as storage area, such certain area agreed to
by the parties to contain the agreed-upon amount of approximately 900 square
feet of area. Such area is further shown on the attached Exhibit "E," and shall
be designated herein as the "Expansion Area."

     2.    On and after the Expansion Area Commencement Date, the Demised
Premises shall include the Expansion Area and be deemed to contain the
agreed-upon amount of approximately 6,212 square feet of area.

                                      E-1

<PAGE>

     3. In the event that Lessor shall not be able to give such possession (as
  described herein) of the Expansion Area to the Lessee on or before July 1,
  2002, by reason of the holding over or retention of the Expansion Area by any
  then current tenant/occupant, or for any other reason, then: i) Lessor, its
  Agent and employees shall not be liable or responsible for any claims,
  damages, or liabilities arising in connection therewith or by reason thereof,
  nor shall Lessee be excused from its obligations to perform under the Lease;
  ii) the "Expansion Area Commencement Date" shall be revised to be that date
  which is the effective date in the Lessor's written notice to Lessee that
  possession of the Expansion Area will be delivered to Lessee, such notice
  which shall contain a minimum of five (5) business days prior; and iii) the
  Lessee shall accept possession of the Expansion Area on the effective date of
  such notice.

     4. In the event that Lessor is not able to give possession of the Expansion
Area to the Lessee on or after August 1, 2002, the Lessee may propose to
terminate the Lease for only the Expansion Area, by providing the Lessor with
written notice, such notice which may be delivered by the Lessee to the Lessor
any time after August 1, 2002, of Lessee's intent to terminate the Lease for
only the Expansion Area. If after ten (10) business days of Lessor's receipt of
Lessee's intent to terminate the Lease for only the Expansion Area due to the
foregoing, the Lessor is still unable to give possession of the Expansion Area
to the Lessee, the Lease shall be deemed terminated as of the eleventh (11/th/)
business day after Lessor's receipt of such notice.

     2. Rent. Lease section 4(B) is modified to provide that:

     For the period of time commencing on Expansion Area Commencement Date and
ending on the Lease termination date, Lessee shall pay to Lessor (in addition to
any and all other Rent due under the Lease) an additional minimum guaranteed
base rent for the Expansion Area in the sum of twenty-two thousand four hundred
and 00/100 dollars ($22,400.00), such additional base rent payable in minimum
monthly installments of one thousand six hundred and 00/100 dollars ($1,600.
00).

     Lease section 4(D) is modified to provide that:

     The additional monthly base rent for the Expansion Area shall be adjusted,
if the date for possession of the Expansion Area given pursuant to Lease section
1.(A)3. above occurs on a day other than July 1, 2002. Said Monthly Rent for
such partial month (regardless of the actual number of days such month actually
has) shall be due and payable/credited at the rate of fifty-two and 45/100
dollars ($52.45) per day, for each day, after/until possession of Expansion Area
is given to Lessee. The Rent due/credited for such partial month shall be
calculated from the date of possession of Expansion Area until the first (1/st/)
day of the month immediately following such date of possession, payable in
advance, as specified above.

     Lease section 4(E) is added to the Lease in its entirety as follows:

                                      E-2

<PAGE>

     Notwithstanding the foregoing, Lessor shall grant to Lessee a "rent
holiday" from the payment of one thousand six hundred and 00/100 dollars
($1,600.00) of the installment of Monthly Rent due only for the first (1st) full
month of possession of Expansion Area (such period being hereinafter referred to
as the "Expansion Area Free Rent Period"). During such Expansion Area Free Rent
Period, all installments of Monthly Rent shall be abated as stated above (such
rental abatement being hereinafter referred to as the "Expansion Area Free Rent
Allowance"); provided, however, that: i) the Expansion Area Free Rent Period and
the granting of the Expansion Area Free Rent Allowance as provided hereunder
shall not affect the Expansion Area Commencement Date as determined herein; ii)
Lessee shall remain obligated during the Expansion Area Free Rent Period to pay
all Additional Rent payable pursuant to this Lease and to perform all of
Lessee's obligations under this Lease except as expressly aforesaid; and iii) in
the event of any termination of this Lease by Lessor based upon a default
hereunder by Lessee, the entire amount of Monthly Rent which would have
otherwise been due and payable hereunder during the Expansion Area Free Rent
Period in the absence of the Expansion Area Free Rent Allowance shall
immediately become due and payable.

3.   Premises Improvements. Lease section 9(A) is added in its entirety as
follows:

     (A)1. The Lessee continues to accept the Demised Premises in its as-is
condition and the Lessee accepts the Expansion Area in its as-is condition
including the lack of heating, air conditioning, ventilation, lighting, and the
like; however the Lessee shall perform, at its sole cost and expense, and
subject to the conditions herein, that certain work to Expansion Area that would
enable Lessee to legally occupy such area (the "Expansion Area Improvements")
during the one (1) month period of time beginning on the Expansion Area
Commencement Date, such period of time being hereinafter referred to as the
"Expansion Area Work Period". All Expansion Area Improvements, whether made at
Lessee's expense or otherwise, shall become and remain the property of Lessor
and shall be considered a part of the Demised Premises and the Improvements
under the Lease. Prior to actual installation of any of the Expansion Area
Improvements, Lessee shall have received Lessor's written approval for the
installation of such Expansion Area Improvements (such approval which shall not
be unreasonably withheld, conditioned, or delayed, so long as the proposed
Expansion Area Improvements would not adversely affect any of the Building's
systems and/or structure; and/or common areas; or would not have an adverse
impact on the appearance of the Building from a vantage point outside the
Demised Premises), which shall be requested by the Lessee providing the Lessor
with a detailed description and plans of the proposed Expansion Area
Improvements. Lessee will cooperate fully with Lessor's reasonable directions
with regard to the scheduling and performance of the work associated with the
Expansion Area Improvements.

     2.    In the event that the Expansion Area Improvements are not completed
during the Expansion Area Work Period or if the Expansion Area Improvements are
not made in accordance with the requirements herein: i) Lessor, its Agent
(hereinafter defined) and employees shall not be liable or responsible for any
claims, damages, or liabilities arising in connection therewith or by reason
thereof, ii) nor shall Lessee be excused from its obligations to perform under
the Lease, including specifically the payment of rent for the Expansion Area.

                                      E-3

<PAGE>

     3. Lessee shall indemnify, defend and hold Lessor and its Agent harmless
from and against any loss, costs, liability, damage or expense (including but
not limited to reasonable attorney's fees) arising out of the design and
specifications of the Expansion Area Improvements and the installation of the
Expansion Area Improvements by the Lessee's professionals, regardless of
Lessor's approval of same. Lessee's failure to be in compliance with this Lease
section 9.(A), shall not create, or in any way give rise to, any rights for
Lessee to not accept possession of Expansion Area.

4.   Services and Utilities. Lease section 16(A) is modified to provide that:

     Lessee acknowledges and agrees that the Lessor's responsibilities under
this Lease section 16(A), identified by numbers 3, 4, 5, and 7 are subject to,
and will only apply to the Expansion Area if the Expansion Area is completely
and properly constructed and occupied by Lessee and if newly installed
electrical and HVAC systems associated with the Expansion Area are competently
and properly connected with/to the applicable Building systems.

5.   Broker and Agent. Lease section 38 is modified to add that:

     Lessee represents and warrants to Lessor that, Lessee has not had any
dealings with any broker, finder or other person who may claim any commission or
fee in carrying on the negotiations relating to the Addendum other than for
Jones Long LaSalle, whose fees due, if any, shall be paid by the Lessee. Lessee
shall indemnify and hold Lessor harmless, from and against any claim or claims
for brokerage or other commission arising from or out of any breach of the
foregoing representation and warranty.

6.   Exhibit "A".  Exhibit "A" of the Lease is modified by the addition of:

     Exhibit "I" attached hereto.

7.  Other Terms and Provisions.

    All Provisions of the Lease, as modified herein, shall remain in full force
and effect and apply to the Demised Premises. If any provision of this Addendum
conflicts with a provision of the Lease, the provision of this Addendum shall
control.

                                      E-4

<PAGE>

IN WITNESS WHEREOF, Lessor and Lessee have caused this Addendum to be signed in
their act and deed, intending to be legally bound by its terms and provision.


WITNESS:                      LESSOR: Waterfront Center Limited Partnership

                              By:  The Waterfront Center Limited Partnership

                              By:  /s/ Richard D. Bernstein
____________________               ____________________________
                                   Richard D. Bernstein
                                   President


WITNESS:                      LESSEE: Inphonic, Inc.


                              By:  /s/ David Steinberg
____________________               ____________________________
Name:                              Name:
Title:                             Title:

                                      E-5

Source: OneCLE Business Contracts.