MOR BENNINGTON LLLP
                                 LEASE AGREEMENT
                            55 West Watkins Mill Road



     THIS LEASE  AGREEMENT  (this "Lease") is made as of the 8th day of October,
1999,  between  MOR  BENNINGTON  LLLP,  a  Maryland  limited  liability  limited
partnership   ("Landlord"),   and  MEDIMMUNE,   INC.,  a  Delaware   corporation
("Tenant").

I. LEASED PREMISES

     A. Location of Leased Premises. Landlord leases to Tenant and Tenant leases
from Landlord the "Leased Premises"  comprised of the entire second floor of the
two-story  building  (the  "Building")  located  at 55 West  Watkins  Mill Road,
Gaithersburg,  Maryland 20879 in the Bennington  Corporate Center (the "Center")
in Gaithersburg, Montgomery County, Maryland and containing, for all purposes of
this Lease,  approximately  nineteen thousand five hundred  fifty-nine  (19,559)
square  feet.  Tenant  shall have the right,  at its sole cost and  expense,  to
verify  said  square  footage  so long  as such  verification  is  performed  in
accordance  with the 1989  Washington  D.C.  Association  of Realtors  Method of
Measurement. The Leased Premises are described more specifically in the attached
Exhibit A.  "Property",  when used in this Lease,  means the Building,  Parcel J
upon which the  Building is  situated;  and all  fixtures,  equipment  and other
improvements  in  or  upon  such  land  and/or  building,  including  sidewalks,
areaways, parking areas, loading areas, gardens and lawns. See Rider No. 1 Right
of First Offer.

     B.       Construction of the Leased Premises.

     1. Landlord,  at its sole cost and expense,  has constructed the base shell
of the Building, including common areas and tenant interiors, in accordance with
the Base  Building  Specifications  attached  hereto  as  Exhibit  B.  Landlord,
additionally,  has paid all amounts  payable to WSSC for base building  hook-up,
tap fees for common areas,  and all hook-up costs and tap fees for the currently
installed  water meter and  service.  Landlord  has  installed  electronic  card
security access on all exterior doors to the Base Building.

     2.  Landlord  will  finish the Leased  Premises  for  Tenant  (the  "Tenant
Improvements")  in  accordance  with plans and  specifications  (the  "Plans and
Specifications")  to be developed as set forth below.  At such time as the Plans
and Specifications are agreed upon by the parties,  they will be attached hereto
as Exhibit C and made a part of this Lease. The Plans and Specifications will be
developed as follows: Tenant's architect will prepare a schematic drawing of the
proposed  Tenant  Improvements  which is  acceptable  to Tenant (the  "Schematic
Drawing")  and will  deliver  same to Landlord  and  Landlord's  architect on or
before  September 17, 1999. The Schematic  Drawing is subject to the approval of
Landlord and Landlord's architect and shall be revised by Tenant's architect, as
necessary,  to meet such approval.  Landlord's approval of the Schematic Drawing
shall not be  unreasonably  withheld  or  conditioned  and shall be  granted  or
withheld  within fifteen (15) days following  Landlord's  receipt  thereof.  The
failure of Landlord to respond  within  said  15-day  period  shall be deemed to
constitute Landlord's approval thereof. At such time as the Schematic Drawing is
approved by Landlord,  Tenant and Landlord's  architect,  Tenant's architect and
engineers shall prepare, from the Schematic Drawing, the construction  documents
for the Leased Premises.  Such construction  documents are referred to herein as
the "Plans and Specifications".

     3.  Landlord  will  retain  Manekin,  LLC  ("Manekin")  to act  as  general
contractor in connection with the  construction of the Tenant  Improvements  for
which  Manekin will be paid a fee of five (5%) percent of all hard costs related
to such  construction,  plus an  additional  fee for general  conditions of five
percent (5%) of all hard costs related to such construction. Prior to awarding a
contract for any of the major trades, Manekin shall obtain competitive bids from
at least three (3) subcontractors  acceptable to Landlord,  one or more of which
may be designated by Tenant. All bids shall be mutually reviewed and approved by
Landlord and Tenant,  with each contract to be awarded to the lowest responsible
bid. All costs associated with the construction of the Tenant Improvements shall
be shared with Tenant on an open-book basis.

     4. Landlord will contribute up to Two Hundred Sixty-Four Thousand Forty-Six
Dollars and Fifty Cents  ($264,046.50)  ("Landlord's  Contribution")  toward the
cost of  finishing  the  Leased  Premises  in  accordance  with  the  Plans  and
Specifications,  which amount may also be applied toward all  architectural  and
engineering fees incurred by Landlord and/or Tenant,  permitting fees,  exterior
signage,  telephone and data installation.  Tenant agrees to pay to Landlord, as
Additional  Rent (as  defined  below),  any  charges  in  excess  of  Landlord's
Contribution for this construction,  which amount shall be paid by Tenant within
thirty (30) days of Tenant's receipt from Landlord of an invoice therefore.

     C. Performance.  Landlord shall perform or cause to be performed the Tenant
Improvements   in  strict   accordance   with  the  Plans  and   Specifications.
Additionally,  Landlord  shall  construct  the  Building and common areas of the
Property  in  strict   compliance  with  the  provisions  of  all  laws,  rules,
regulations,  orders,  codes  and other  requirements  of all  governmental  and
quasi-governmental authorities having jurisdiction with respect to the Building,
including  the  Americans  With  Disabilities  Act and all fire and life  safety
ordinances  (collectively,  the "Legal Requirements");  provided,  however, that
Tenant and Tenant's  architect shall bear full  responsibility for the Plans and
Specifications and the Leased Premises, except for any preexisting violations as
improved  by the  Plans  and  Specifications  as  being in  compliance  with all
applicable Legal Requirements.

     D. Landlord's Warranty. Landlord hereby agrees to and will assign to Tenant
at the  termination of Landlord's  Warranty  Period (as defined  below),  to the
extent they are assignable,  any and all written  warranties and guarantees from
Landlord's contractors,  subcontractors and suppliers of any materials and labor
to the Leased  Premises  for that  portion,  if any, of the Lease Term that such
warranties  and guarantees  are in effect.  With regard to any new  construction
performed  by Landlord for the benefit of Tenant  pursuant to Paragraph  I.B. of
this Lease,  Landlord  hereby  warrants  ("Landlord's  Warranty") to Tenant that
Landlord will be responsible for a period ("Landlord's  Warranty Period") of one
(1) year  from the date on which the  Leased  Premises  are  ready for  Tenant's
occupancy to repair or to have repaired all defects in such construction, to the
extent such defects are not directly  caused by the  negligence of Tenant or any
of its agents,  servants,  employees or contractors (in which event such defects
will be  repaired  at  Tenant's  sole  cost).  To the extent  that  Landlord  is
obligated  to make  repairs  pursuant  to  Landlord's  Warranty,  Tenant will be
relieved during  Landlord's  Warranty Period of the obligations  imposed upon it
pursuant to this Lease to make or pay for such  repairs to the Leased  Premises.
Tenant agrees to and will give  Landlord  prompt notice of the need for any such
repairs.

II.  LEASE TERM

     A. Lease Term.  The Lease Term will be for  approximately  seven (7) years,
and will  begin on the  "Commencement  Date" as  hereinafter  defined,  and will
terminate at 11:59 p.m. on November  30, 2006,  unless the Lease Term is renewed
or terminated earlier in accordance with this Lease.  Unless specifically stated
otherwise in this Lease,  the term "Lease Term" means the original  term and any
and all renewal terms,  whenever a renewal option has been exercised.  See Rider
No. 2 -- Renewal Option.

     For purposes of this Lease, the Commencement Date shall be the later of the
following  dates:  (i) the date that  Landlord has  substantially  completed the
Tenant  Improvements,  subject only to minor punch list items,  and Landlord has
tendered  possession to Tenant;  and (ii) the date when Landlord has provided to
Tenant a temporary  certificate of occupancy or such other governmental approval
as is  required in order for Tenant to occupy the Leased  Premises.  If Landlord
and Tenant disagree as to when Landlord's  construction  has been  substantially
completed,  the decision of  Landlord's  architect  will be final and binding on
both Landlord and Tenant. So long as Tenant's architect delivers to Landlord, by
September 17, 1999,  the  Schematic  Drawing which is acceptable to Landlord and
Landlord's  architect,  then  Landlord will use its best  reasonable  efforts to
cause the  Commencement  Date to occur by  November  15,  1999  (the  "Estimated
Commencement Date").

     B. Possession.  If for any reason, including construction delays, Landlord,
with the use of its best reasonable  efforts,  cannot deliver  possession of the
Leased Premises on the Estimated  Commencement Date, then this Lease will remain
fully effective and Tenant may not cancel or rescind it so long as possession is
delivered  within  ninety (90) days after the  Estimated  Commencement  Date. If
Landlord does not deliver  possession of the Leased  Premises within ninety (90)
days after the Estimated  Commencement  Date, Tenant has the option of canceling
this Lease by giving written notice of  cancellation to Landlord within five (5)
days after the  expiration  of such ninety  (90) day period;  in which event the
Lease will be canceled as of such  written  notice,  and  neither  Landlord  nor
Tenant will have any further  liability to the other.  In no event will Landlord
be liable to Tenant  for  damages,  if any,  sustained  by Tenant as a result of
Landlord's delay in delivering possession of the Leased Premises.  Landlord will
use its  reasonable  efforts  to give  Tenant  notice  (which  may be verbal) in
advance  of the date on which  Landlord  expects to  deliver  possession  of the
Leased Premises to Tenant.

     The  Commencement  Date  will  be  confirmed  in  a  supplementary  written
agreement,  in  substantially  the form  attached as Exhibit E, or in such other
form as Landlord shall prescribe.

     Tenant shall have the right to enter the Leased  Premises ten (10) business
days prior to the Commencement Date in order to install  furniture,  telephones,
data  lines and  similar  equipment,  provided  that such work is done under the
general  supervision  of Landlord and does not interfere with  Landlord's  work.
Such entry shall be at Tenant's  sole risk and expense.  Commencing on the first
day of such early access,  Tenant agrees that all of the terms and provisions of
this Lease shall be in full force and effect  except  that Tenant  shall have no
obligation  to pay rent  during  such  early  access  period.  Tenant  agrees to
indemnify and hold harmless Landlord for any damage or personal injury which may
occur as a result  of  Tenant's  entry  into the  Leased  Premises  prior to the
Commencement  Date.  Tenant shall deliver to Landlord  evidence of the insurance
required to be  maintained  by Tenant  pursuant to Section  IV.E.  of this Lease
prior to Tenant's entry into the Leased Premises.

     C. Lease Year.  The term  "Lease  Year"  means each  consecutive  period of
twelve  (12)   successive   calendar  months  during  the  Lease  Term.  If  the
Commencement  Date does not occur on the first day of a month,  the first  Lease
Year  will  include  the  twelve   calendar  months  and  the  period  from  the
Commencement Date until the first day of the following month.

     D.  Acceptance of Leased  Premises.  Upon delivery by Landlord to Tenant of
the Leased Premises, Tenant will be deemed to have accepted the Leased Premises.
However,   Landlord  will  remain   responsible  for  the  completion  of  those
"punchlist"  items,  if any, to which Landlord and Tenant have agreed in writing
within  fifteen  (15) days  after  Landlord  delivers  possession  of the Leased
Premises.

III. RENT AND FINANCIAL MATTERS

     A. First  Month's  Rent.  Tenant shall deposit with Landlord at the time of
execution  of this Lease the first  month's rent (the "First  Month's  Rent") of
Twenty-Three  Thousand  Two  Hundred  Twenty-Six  Dollars and  Thirty-One  Cents
($23,226.31)  which  shall be applied by  Landlord,  on the  Commencement  Date,
toward  the first  month's  Basic  Annual  Rent  payable  by  Tenant  hereunder.
Landlord's  receipt of the First  Month's Rent shall be confirmed by Landlord in
the Lease Commencement  Agreement,  and shall not be deemed to have been paid by
Tenant unless and until Landlord's receipt thereof is so confirmed.  Landlord is
not  required  to put the First  Month's  Rent into  escrow or pay or accrue any
interest on it.

     B. Rental Payments.  Tenant agrees to pay Landlord Basic Annual Rent as set
forth below:


                     Basic               Monthly           Per
 Lease Year        Annual Rent          Installments       Square Foot

      1          $   278,715.75       $   23,226.31      $   14.25
      2          $   287,126.12       $   23,927.18      $   14.68
      3          $   295,732.08       $   24,644.34      $   15.12
      4          $   304,533.63       $   25,377.80      $   15.57
      5          $   313,726.36       $   26,143.86      $   16.04
      6          $   323,114.68       $   26,926.22      $   16.52
      7          $   332,894.18       $   27,741.18      $   17.02



     Basic Annual Rent shall be paid in equal monthly  installments as set forth
above.  Each  installment  of the Basic  Annual  Rent is due in  advance  on the
twenty-fifth  (25th) day of each and every month  preceding  the month for which
payment is  applicable  (e.g.,  April's  rent is due on or before March 25). All
payments of Basic Annual Rent,  Additional Rent or other sums due Landlord under
this Lease will be made by Tenant without any deductions or set-offs and without
demand,  at the address  designated in this Lease for such  payments,  or at any
other address that Landlord designates in writing to Tenant. Unless specifically
stated  otherwise  in this Lease,  the term "Rent"  means Basic  Annual Rent and
Additional Rent. Because Landlord will incur additional  expenses if Tenant does
not pay the Rent on the date due,  Tenant will pay a late  charge  equal to five
percent (5%) of the arrearage.  In addition,  the arrearage  shall bear interest
calculated  at the rate of eighteen  percent (18%) per annum for each day such a
payment is late.  The late  charge  will be payable at the same time as the late
payment,  without demand.  Time is of the essence  respecting all payments to be
made by Tenant to Landlord under this Lease.

     If the Lease Term begins on a day other than the first day of a month, then
on the Commencement  Date,  Tenant will pay a pro-rated  monthly  installment of
Basic Annual Rent and of the various amounts set forth in Paragraph III.C.2. for
the fractional part of the first month.

     The term "Additional  Rent" includes all payments or installments due under
this Lease other than Basic Annual Rent  (including  attorneys' fees incurred by
Landlord in connection  with Tenant's  default).  Unless a different  period for
payment is provided for elsewhere in this Lease, any Additional Rent due will be
paid by Tenant within thirty (30) days after Landlord has notified Tenant of the
amount due. Tenant's  obligation for Additional Rent and any unpaid Basic Annual
Rent will remain in effect after the termination or expiration of this Lease.

     C.       Rent Adjustments.

     1.  Definitions.  For  purposes of this Lease,  the  following  meanings or
definitions will apply:

     (a) The "Rentable Area of the Leased Premises" is conclusively deemed to be
nineteen thousand five hundred fifty-nine  (19,559) square feet, as certified by
Landlord's  architect in accordance with the 1989 Washington D.C. Association of
Realtor's  Method  of  Measurement.  The  "Rentable  Area  of the  Building"  is
conclusively  deemed  to  be  thirty-eight  thousand  four  hundred  sixty-three
(38,463) square feet. Therefore, "Tenant's Portion" of those expenses payable in
accordance with Paragraph III.C.2.  is fifty and eighty-five  hundredths percent
(50.85%)  (19,559/38,463),  computed  on the basis of the ratio of the  Rentable
Area of the Leased Premises to the Rentable Area of the Building.

     (b) The term "Common Area Expenses"  means all expenses paid or incurred by
Landlord  in  connection  with  managing,  maintaining,  monitoring,  operating,
leasing,  and  repairing  the Building and the common areas of the Property in a
manner deemed  reasonable  and  appropriate  by Landlord and  includes,  without
limitation,  all costs and expenses of the following: (i) operating,  repairing,
lighting,  and cleaning the internal and external  common areas of the Property,
as  well  as  all  costs  incurred  in  policing  and  regulating  traffic,  and
depreciation  of movable  machinery and equipment in accordance  with  generally
accepted  accounting  principles;  (ii) keeping the  driveways,  parking  areas,
sidewalks  and steps free and clear of ice, snow and debris;  (iii)  maintaining
all grass and landscaping on the Property;  (iv)  electricity,  steam and/or any
other fuel used in  lighting,  heating,  ventilating  and air  conditioning  the
common areas of the Property; (v) maintenance,  monitoring, operation and repair
of elevators,  stairways,  lobbies, hallways, walkways, breezeways and all other
internal  and  external  common  areas  of  the  Building,   including  (without
limitation)  repair of normal wear and tear of the roof and caulking,  cleaning,
repainting,  retiling,  recarpeting  and  redecorating  all  common  areas,  and
repairing  the driveways  and parking  areas;  (vi) the cost of Insurance on the
Property;  (vii) sales or use taxes on supplies or services;  (viii)  management
fees (which shall not exceed  three and  one-half  percent (3 1/2%) of the Basic
Annual Rent payable hereunder),  wages, salaries and compensation of all persons
engaged in the  maintenance,  monitoring,  operation  or repair of the  Building
(including  Landlord's  share of all payroll  taxes);  (ix)  legal,  accounting,
engineering  and  other  professional  fees  and  expenses;  (x) the cost of all
capital  improvements  made by  Landlord  to the  Building  that  result in more
efficient  operation of the Building or that are required under any governmental
law or  regulation  that was not  applicable  to the Building at the time it was
constructed,  the cost of which  improvements  will be amortized over the useful
life of such  improvements as determined in accordance  with generally  accepted
accounting principles,  together with the interest on the unamortized balance at
a  fluctuating  annual  rate that is at all times equal to 1-1/2% over the prime
interest rate as determined from time to time by Citibank, N.A.; (xi) charges or
assessments  imposed on or  allocated  to the  Building  and/or  Property by the
Bennington  Corporate Center Association,  Inc.; and (xii) all other items which
would  be  considered   as  procured  or  incurred  in  managing,   maintaining,
monitoring, operating, leasing, or repairing the Building or the common areas of
the Property under sound management and accounting  principles.  Notwithstanding
the  foregoing,  Landlord  will be allowed  reasonably  to allocate the costs of
trash removal based on actual use of such service.  "Common Area  Expenses" does
not include the cost of work Landlord  performs  for,  and/or at the expense of,
any particular tenant (including Tenant), which costs will be billed directly to
Tenant or such other  tenant,  as the case may be, and does not include the cost
of any capital improvements to the structural  components of the Building (i.e.,
exterior walls, foundation, roof and parking surfaces).

     Landlord further agrees that Common Area Expenses shall not include:

     1. All capital  costs or  depreciation  thereon  relating  to the  original
construction of the Building or the common areas;

     2. All  interest,  costs,  charges or payments  made  pursuant to a deed of
trust or deed of trust note or other obligations secured by the Building, or any
other note used to finance or refinance  the Leased  Premises or the Building or
any part thereof;

     3. Any of the Landlord's income, inheritance, estate or transfer taxes;

     4. Any costs,  charges or expenses relating to financing or refinancing the
Leased Premises, the Building, or any part thereof;

     5. Any cost  relating to a tenant in particular as contrasted to tenants in
general including without limitation build-out allowances,  rent concessions, or
brokerage commissions;  or attorneys' or other professional fees relating to the
negotiation  of  relationships   with  a  tenant  or  a  prospective  tenant  or
enforcement  of rights  pursuant  to a lease or other  obligation  or defense or
settlement of any actions brought by a tenant or any other party with respect to
any lease or other contractual obligation between Landlord and any other party;

     6. Leasing costs (including marketing, leasing commissions and legal fees);

     7. Any rent under any ground or underlying lease;

     8. Wages,  bonuses and other  compensation  of  employees  over the rank of
property  manager except to the extent those employees are directly  involved in
the day-to-day management and operation of the Building ("Includable Wages");

     9. Any cost that is  reimbursed  to Landlord by insurance  carriers,  or is
separately charged to and payable by tenants;

     10. Costs of correcting initial  construction defects for work performed by
Landlord;

     11. Costs incurred by Landlord on other than an arms-length  basis,  to the
extent such costs exceed market rates for comparable items or services;

     12. General overhead of Landlord, except for Includable Wages;

     13. Promotional and advertising costs with respect to the Building;

     14. Management fees in excess of those allowed in (viii) above;

     15.  Amounts  paid  by  Landlord  due  to  violations  by  Landlord  of the
requirements of laws or governmental rules or regulations, except as incurred by
Landlord in successfully challenging same;

     16. Costs incurred to remove or otherwise  remedy  Hazardous  Substances or
asbestos-containing  materials from the Property unless the hazardous Substances
or asbestos-containing materials were in or on the Property due to Tenant's acts
or its failure to comply with the terms of this Lease; and

     17.  Landlord's   assessment  of  increased  insurance  premiums  or  taxes
attributable to a tenant, other than Tenant

     (c) The term "Taxes" means any present or future federal, state, municipal,
local and/or any other taxes, assessments,  levies, benefit charges and/or other
governmental and/or private  impositions  (including any business park charges),
imposed,  levied,  assessed  and/or  attributable  directly or indirectly to the
Property  and/or the Building or upon the Rent due and payable under this Lease,
whether now  customary  or within the  contemplation  of Landlord and Tenant and
whether extraordinary or ordinary,  general or special,  foreseen or unforeseen,
or similar or  dissimilar  to any of the  foregoing.  The term  "Taxes" does not
include any inheritance,  estate, succession,  income, profits or franchise tax,
gift  taxes,  transfer  taxes,  capital  levies or similar  taxes on  Landlord's
business.  If, however, at any time during the Lease Term the method of taxation
prevailing on the Commencement Date is altered or eliminated so that one or more
of the  items  listed  in the  first  sentence  of this  subparagraph  C.1(c) is
replaced  by a levy,  assessment  or  imposition,  wholly or partly as a capital
levy, or otherwise, on the rents or income received from the Property and/or the
Building  (provided the tax on such income is not a tax levied on taxable income
generally)  wholly or partly in place of an imposition on, a substitute  for, or
an increase  of,  taxes in the nature of real estate  taxes  issued  against the
Property and/or the Building, the charge to Landlord resulting from such altered
or replacement  method of taxation will be deemed to be within the definition of
"Taxes". All reasonable expenses incurred by Landlord (including attorneys' fees
and court  costs) in  contesting  any  increase in Taxes or any  increase in the
assessment  of the Property  and/or the Building  will be included as an item of
Taxes  for the  purpose  of  computing  Additional  Rent due under  this  Lease.
Landlord  shall give Tenant prompt notice of any proposed  increase in Taxes and
Tenant shall be entitled,  at its own expense,  and through its own counsel,  to
participate  with  Landlord  or  independently  to  contest  or oppose  any such
increase.  Landlord shall cooperate with Tenant as may be reasonably required in
any such contest.  Landlord  shall,  at the request and sole cost and expense of
Tenant,  cooperate in Tenant's  application  for real property tax abatements or
deferrals,  including  but not  limited to those  arising  out of the  so-called
"Miller  Legislation".  Any resulting tax decreases or credits applicable to the
Lease Term shall be passed  solely to Tenant as a decrease or credit to Tenant's
obligations hereunder.

     (d) The term  "Insurance"  means the cost of all  insurance  of  whatsoever
nature, as are reasonable and customary for a first-class office building in the
Baltimore-Washington metropolitan area, to be kept or caused to be kept in force
by Landlord to protect itself and/or its mortgagee(s). "Insurance" includes, but
is not limited to,  coverage  for physical  damage to owned or leased  property,
loss of rents  insurance,  primary and umbrella or excess  liability  insurance,
boiler and machinery insurance and workers compensation insurance.

     (e) The term "HVAC  Expense"  shall mean the total of all third party costs
and  expenses  incurred  by Landlord in  maintaining  a service  contract on the
heating,  ventilation and air conditioning  system servicing the Leased Premises
(the "HVAC System")

     2. Rent Adjustment--Common Area Expenses and Taxes. Tenant agrees to pay to
Landlord,  in each year of the  Lease  Term,  Tenant's  Portion  of Common  Area
Expenses and Taxes,  and Tenant's HVAC Expense  (collectively,  the "Expenses").
Until the actual  amounts of such Expenses are  determined  by Landlord,  Tenant
agrees to pay to Landlord,  as Additional Rent, with and at the same time as the
monthly  payments of Basic Annual Rent  (provided,  however,  that such payments
shall  commence on the  Commencement  Date  whether or not the Basic Annual Rent
commences then), the following amounts:

     (a) Three Thousand  Thirty-One Dollars and Sixty-Five Cents ($3,031.65) per
month as one-twelfth of Tenant's  estimated  Portion of the Common Area Expenses
(calculated on the basis of $1.86 p.s.f.);

     (b) Two  Thousand  Five Hundred  Forty-Two  Dollars and  Sixty-Seven  Cents
($2,542.67)  per month as  one-twelfth  of Tenant's  estimated  Portion of Taxes
(calculated on the basis of $1.56 p.s.f.); and

     (c) Two Hundred  Ninety-Three  Dollars and Thirty-Nine  Cents ($293.39) per
month as one-twelfth of Tenant's estimated HVAC Expense (calculated on the basis
of $0.18 p.s.f.).

     At any time,  but no more  frequently  than one time,  during a Lease Year,
Landlord  may revise its estimate of Tenant's  Portion of any such  Expenses and
adjust Tenant's monthly installments to reflect the revised estimates.  Landlord
will give Tenant no less than ten (10) business  days' prior  written  notice of
the revised estimates and the amount by which Tenant's monthly installments will
be adjusted,  and Tenant will pay the adjusted installments with each payment of
the Rent,  beginning with the first payment of the Basic Annual Rent to come due
after Tenant's  receipt of such notice.  Notwithstanding  anything herein to the
contrary,  Tenant's  Portion of Common Area  Expenses and Taxes shall not exceed
$3.60 p.s.f. for the first year of the Lease Term.

     Landlord  will deliver to Tenant  within one hundred  twenty (120) days (or
such longer time as is reasonable under the circumstances) after the end of each
accounting period for any such Expenses,  a statement for such accounting period
(the  "Statement"),  showing  Tenant's  Portion of such  costs.  Tenant will pay
Landlord,  within thirty (30) days of the receipt of the Statement, such amounts
as may be necessary to adjust Tenant's  payments of its estimated Portion of the
Expenses for such  preceding  period so that such payments will equal the actual
amount of  Tenant's  Portion of such  Expenses  for such  period.  If the actual
amount of Tenant's  Portion of such costs for such preceding period is less than
the amounts paid by Tenant as  installments  of its Portion of such costs,  then
Landlord will credit Tenant's  account by the amount of the excess or, if at the
end of the Lease Term, refund to Tenant the amount of the excess.  Unless Tenant
gives  Landlord  written  notice of its exception to any Statement  within sixty
(60) days after  delivery  thereof,  the same shall be conclusive and binding on
Tenant;  provided,  however,  that in the event that Tenant shall give  Landlord
written  notice of its  exception to such  Statement  within such sixty (60) day
period, Tenant shall nevertheless be obligated to pay the Additional Rent.

     Notwithstanding  the foregoing,  to the extent any item included within the
Common  Area  Expenses  is subject to  Landlord's  reasonable  control (it being
understood  and  agreed  that the cost of  Taxes,  site  lighting,  snow and ice
removal, insurance,  electricity, gas, water and sewer are examples of items not
within  Landlord's  reasonable  control),  Tenant  shall not be obligated to pay
increases of more than five  percent (5%) on a compounded  basis of the previous
year's  amount  of such  controllable  item.  Additionally,  Landlord  shall not
include in any  Statement or revision of Expenses  amounts  included in Tenant's
Portion and paid by Tenant with respect to any previous period.

     Upon at least ten (10) days prior notice, Landlord shall make available for
Tenant's  inspection at Landlord's  Office,  during  normal  business  hours and
without  unreasonable  interference  with  Landlord's or its property  manager's
business  operations,  Landlord's  records  relating  to the  Expenses  for such
preceding applicable period reflected on the Statement (the "Audit");  provided,
however,  that unless  Tenant shall have given  Landlord  written  notice of its
exception to any such  Statement  for  Additional  Rent within  ninety (90) days
after  delivery  thereof,  the same shall be  conclusive  and binding on Tenant;
provided  further  that in the event that  Tenant  shall give  Landlord  written
notice of its  exception to such  Statement  within such ninety (90) day period,
Tenant  shall  nevertheless  be  obligated  to  pay  the  Additional  Rent.  Any
overpayment  by Tenant of  Additional  Rent for such  period  reflected  by such
inspection shall be promptly corrected.  If, as a result of such inspection,  it
shall be determined that Landlord overcharged Tenant more than five percent (5%)
of  Tenant's  share of any such  items,  Landlord  shall  reimburse  Tenant  all
reasonable  costs  incurred  by  Tenant  with  respect  to its  inspection.  All
information examined shall be kept by Tenant in the strictest confidence.

     3. Summary of Payments. The following is a list of the various payments and
installments  of Basic Annual Rent and Additional  Rent under the Lease pursuant
to this  Section III as of the  Commencement  Date.  Some of these  amounts will
change during the Lease Term.

                                         Monthly             Annual
                                      Installments        s.f. Amount
Basic Annual Rent:
   (1st Lease Year)                    $23,226.31            $14.25

Common Area Expenses
   (estimate)                          $ 3,031.65            $ 1.86

Taxes (estimate)                       $ 2,542.67            $ 1.56

HVAC Expense (estimate)                $   293.39            $  .18

TOTAL                                  $29,094.02            $17.85


     4. Utilities.  (a) Although certain  utilities on the Property are commonly
metered and the costs of those  utilities  are  included  within the Common Area
Expenses  described  above,  if Tenant's use of any such utilities is other than
for normal  office use and/or  disproportionate  to other office  tenants of the
Building,  then  Landlord and Tenant each have the right,  at Tenant's sole cost
and expense,  to have a separate meter installed upon the Leased Premises.  If a
separate  meter is installed  upon the Leased  Premises,  Tenant will pay to the
utility  company (or, at  Landlord's  request,  to Landlord) all charges for the
Leased Premises on the basis of such meter readings.

     (b) To the extent utilities are not commonly metered,  Tenant agrees to pay
promptly  to the  appropriate  supplier  all  charges  for  water,  gas,  steam,
electricity  or  other  power  source,  telephone  and  all  other  utility  and
communication  services used and/or  supplied in connection with Tenant's use of
the Leased Premises.

     (c) Notwithstanding  the foregoing,  if any utility service is suspended or
interrupted for more than two (2) consecutive days due to Landlord's  negligence
or  misconduct,  and the Leased  Premises  or any  material  portion  thereof is
rendered  untenantable  as a result thereof (as determined by Tenant in Tenant's
reasonable discretion) and Tenant in fact ceases operation to such extent within
the Leased  Premises or such material  portion  thereof,  then commencing on the
third (3rd)  consecutive  day and  continuing  until the earlier to occur of the
restoration  of the  suspended or  interrupted  utility or service,  or the date
Tenant  recommences  the use of the Leased  Premises  (or the  affected  portion
thereof),  Tenant's Rent shall be abated in proportion to the square  footage of
the untenantable portion of the Leased Premises as Tenant's sole remedy for such
interruption of service.

      IV.         CONDITIONS OF TENANT'S OCCUPANCY AND POSSESSION

     A. Use  Restrictions  and Rules.  Tenant agrees to use the Leased  Premises
only as an office and for no other  purpose.  In addition,  Tenant  agrees to be
bound  by  all  laws,  requirements,   rules,  orders,  ordinances,  zoning  and
restrictive  covenants applicable to the Property,  whether in force on or after
the Commencement Date, and by the Rules and Regulations as announced by Landlord
from time to time,  including  those set forth in Exhibit F  (collectively,  the
"Restrictions").  Landlord shall use reasonable efforts to enforce the Rules and
Regulations  with respect to all tenants in the  Building.  Notwithstanding  the
foregoing, Landlord and not Tenant shall make all structural changes and correct
all structural  defects in the Building necessary to comply with requirements of
law, and make all repairs, changes or alterations necessary because the Building
(including  the common areas of the Building) was not  constructed in compliance
with any of said laws,  requirements,  rules, orders,  ordinances or regulations
including compliance with the Americans with Disabilities Act requirements which
affect the Building  generally  (i.e., to the extent such  requirements  are not
attributable solely to Tenant's  particular use of the Leased Premises).  Tenant
shall be entitled, at its own expense, and in good faith, to contest in Tenant's
name, by applicable and  appropriate  proceedings,  the  application of any such
requirement  of law to Tenant's  particular use of the Leased  Premises.  Tenant
shall indemnify and hold Landlord  harmless from and against any losses,  costs,
damages or claims arising out of such a contest by Tenant.

     B. Improvements by Tenant.  After completion of the work to be performed by
Landlord in accordance with the Plans and  Specifications,  Tenant will not make
any further improvements,  alterations, installations or additions to the Leased
Premises unless (1) it receives Landlord's prior written consent, which will not
be unreasonably withheld; (2) the work is performed only by licensed contractors
approved  in  advance  by  Landlord;  (3) the work is carried  out  pursuant  to
properly documented drawings approved in advance by Landlord and pursuant to all
necessary permits or governmental and/or other approvals, the responsibility and
cost of  obtaining  which will be borne  solely by Tenant;  (4) Tenant  pays all
costs of such work; and (5) the quiet enjoyment of other tenants in the Building
is not  disturbed.  If Tenant elects to use a contractor  other than Landlord or
its representative, then the work performed by such contractor will be under the
general  supervision  of  Landlord,  and Tenant will pay  Landlord a  reasonable
supervisory fee. Notwithstanding the foregoing,  Landlord's consent shall not be
required for any alterations,  installations,  additions and/or  improvements to
the Leased  Premises,  including,  but not limited to, the  installation  of any
fixtures, amenities, equipment, appliances or other apparatus, the cost of which
is less than $50,000.00  and/or is of a non-structural  nature and/or which does
not   involve  the   mechanical,   electrical,   plumbing   and/or  HVAC  System
(collectively,  the "Work");  provided,  however, Tenant complies with all other
provisions  herein with respect to such Work.  All such Work shall be done under
the general  supervision of Landlord to assure standard quality  improvements on
the Property for which Landlord shall be paid a reasonable supervisory fee.

     With  the  exception  of  movable  trade   fixtures  and   furniture,   all
alterations,  additions  and  improvements  made by Tenant are hereby deemed the
property of Landlord  and will  remain a part of the Leased  Premises  upon this
Lease's termination.  Notwithstanding the foregoing,  prior to Tenant commencing
any work in the Leased Premises,  Tenant may request Landlord's determination of
whether such work must be removed at the termination of the Lease Term, and such
determination shall be binding on Landlord.  Landlord,  however,  may request in
writing that Tenant remove any or all of them no later than the termination date
of this Lease. In response to Landlord's  request,  Tenant promptly will perform
such removal and restore the Leased Premises to their original condition, all at
Tenant's sole cost.

     C.       Maintenance.

     1.  Tenant  will,  at its sole  cost,  keep  the  Leased  Premises  in good
condition  and repair and will  permit no damage to the Leased  Premises  or the
fixtures,  improvements,  equipment  and  appurtenances  in and  to  the  Leased
Premises. Tenant's responsibility under this Paragraph IV.C.1. will include, but
will not be limited  to,  maintenance  and repair of all  interior  windows  and
doors, hardware,  locks, light fixtures,  pipes, plumbing,  electrical and sewer
connections. Tenant will not commit or suffer any waste of the Leased Premises.

     2.  Landlord,  at its sole  cost  and  expense  (and  not as a Common  Area
Expense), will maintain and replace, as necessary, the exterior walls (including
the exterior windows and doors),  downspouts,  roof and structural components of
the  Building,  and  all  parking  surfaces,  as long  as  such  maintenance  or
replacement  is not  required  because of the acts or omissions of Tenant or its
representatives, agents, employees, or visitors, in which event such maintenance
or replacement will be done by Landlord at Tenant's sole cost.

     3. As a Common Area Expense, Landlord will maintain, repair and replace, as
necessary,  all Building systems,  including  mechanical,  electrical,  heating,
ventilation,   air  conditioning  and  plumbing  (collectively,   the  "Building
Systems");  provided,  however,  that replacements to same shall not be a Common
Area Expense during the initial approximately seven (7) year term but shall be a
Common Area Expense during any renewal term. In connection  therewith,  Landlord
will secure and maintain during the Lease Term a limited parts and labor service
contract  on the HVAC  System,  the cost of which  will be paid by Tenant as the
HVAC Expense as set forth above.  Landlord  will make all  necessary  repairs or
replacements  to the  HVAC  System  which  are not  covered  under  the  service
contract, a copy of which was previously delivered to Tenant. All costs incurred
in connection with the HVAC System which are not covered by the service contract
shall be paid by Tenant. Notwithstanding the foregoing, during the first year of
the Lease  Term  except  during the first  Lease  Term,  which  shall be paid by
Landlord. Common Area Expenses will not include any amounts incurred by Landlord
in  connection  with the  maintenance,  repair or  replacement  of the  Building
Systems.

     4. At the  expiration or  termination  of the Lease,  Tenant will leave the
Leased Premises clean and at least in the same good condition  (reasonable  wear
and tear  excepted) as when the Lease Term began.  Tenant will remove all of its
property and possessions  from the Leased Premises except to the extent provided
by Paragraph  IV.B.  above.  Any items of Tenant's  personalty  remaining in the
Leased Premises after the termination of the Lease shall be deemed  abandoned by
Tenant and become the sole property of Landlord.  Notwithstanding the foregoing,
any costs  incurred by Landlord in storing  and/or  disposing of such  abandoned
property  shall remain the sole  obligation of Tenant,  which  obligation  shall
survive the termination of this Lease.

     D. Conduct on Leased  Premises.  Tenant will neither do, nor permit  anyone
else to do anything on the Leased  Premises  which might or would (1)  interfere
with the good  order of the  Property;  (2)  interfere  with the rights of other
tenants of the Property;  (3) increase any insurance rates charged Landlord with
respect to the Property; or (4) conflict with or invalidate any insurance policy
maintained by Landlord for the Property.  If the insurance  premiums of Landlord
are increased due to Tenant's use or occupancy of the Leased Premises,  then the
amount of such increase will be paid by Tenant to Landlord as Additional Rent as
it becomes due, and Landlord  will have the same right to collect such amount as
Landlord has under this Lease to collect Additional Rent.

     E.        Insurance.

     (a) At its sole cost and expense,  Tenant shall  maintain in full force and
effect during the term of this Lease the following  insurance coverages insuring
against claims which may arise from or in connection with Tenant's operation and
use of the Leased Premises:

     (i)  Commercial  General  Liability  with minimum  limits of $1,000.000 per
occurrence;  $3,000,000 general aggregate for bodily injury, personal injury and
property  damage.  If required by Landlord,  liquor  liability  coverage will be
included.

     (ii) Workers'  Compensation  insurance with statutory  limits and Employers
Liability with a $1,000,000 per accident limit for bodily injury or disease.

     (iii) Automobile Liability covering all owned, non-owned and hired vehicles
with a $1,000,000 per accident limit for bodily injury and property damage.

     (iv)  Property   insurance   against  all  risks  of  loss  to  any  tenant
improvements or betterments and business personal property on a full replacement
cost basis with no co-insurance penalty provision.

     (v) Business Interruption  Insurance with a limit of liability representing
loss of at least approximately six months of income.

     (b)Tenant   shall  deliver  to  Landlord   certificates  of  all  insurance
reflecting  evidence  of  required  coverages  prior to  initial  occupancy  and
annually thereafter.

     (c) If, in the opinion of Landlord's insurance adviser, the amount or scope
of such coverage is deemed  inadequate,  Tenant shall  increase such coverage to
such reasonable amounts or scope as Landlord's adviser deems adequate.

     (d) All insurance  required under  Paragraph IV.E. (A) shall be primary and
noncontributory,  (B) shall provide for severability of interests,  (C) shall be
issued by  insurers  licensed  to do  business  in the state in which the Leased
Premises  are  located  and which are rated A:VII or better by Best's Key Rating
Guide, (D) shall be endorsed to include Landlord,  the property manager hired by
Landlord in connection with the Property,  and such other persons or entities as
Landlord may from time to time  designate,  as additional  insureds  (Commercial
General  Liability  only), and (E) shall be endorsed to provide at least 30 days
prior  notification  of  cancellation  or  material  change in  coverage to said
additional insureds.

     (e)  During  the Lease  Term,  Landlord  shall  carry a policy  of  general
liability insurance covering occurrences at the Center in a reasonable amount or
in such amount as may be required by  Landlord's  lender,  if any,  from time to
time.

     Landlord and Tenant hereby  mutually waive all claims for recovery from the
other for any loss or damage to any of Landlord's or Tenant's  property  insured
under valid and collectible insurance policies to the extent of any recovery for
loss insured under those policies.  The parties agree that a mutual  subrogation
clause  will be  included  in each  insurance  policy  setting  forth  that  the
insurance  will not be  invalidated  in the  event  that the  insured  waives in
writing,  before any loss, any or all right of recovery  against the other party
for any insured loss.

     F. Liens. Tenant will not do anything, or permit anything to be done, which
subjects  all or any part of the Leased  Premises or Tenant's  interest in it to
any lien or  encumbrance.  This includes,  but is not limited to,  mechanics' or
materialmen's  liens.  If any such  lien is filed  purporting  to be for work or
material  furnished  to Tenant,  then Tenant must have such lien  discharged  or
bonded within ten (10) days of its filing.

      G.       Environmental Assurances.

     1. Representations. Tenant represents and warrants to Landlord that, to the
best of  Tenant's  knowledge,  neither  Tenant nor any  affiliate  of Tenant has
Generated (as defined below) or is Generating  Hazardous  Substances (as defined
below) at, to or from the Leased Premises.

     2. Covenants. Tenant covenants with Landlord:

     (a) that it shall  not  Generate  Hazardous  Substances  at, to or from the
Leased Premises unless the same is specifically  approved in advance by Landlord
in writing;

     (b)  to  comply  with  all  obligations  imposed  by  applicable  law,  and
regulations promulgated  thereunder,  and all other restrictions and regulations
upon the Generation of Hazardous  Substances  (whether or not at, to or from the
Leased Premises);

     (c) to deliver promptly to Landlord true and complete copies of all notices
received  by  Tenant  from  any  governmental  authority  with  respect  to  the
Generation by Tenant of Hazardous  Substances (whether or not at, to or from the
Leased Premises);

     (d) to complete fully,  truthfully and promptly any questionnaires  sent by
Landlord with respect to Tenant's use of the Leased  Premises and  Generation of
Hazardous Substances;

     (e) to permit  entry onto the Leased  Premises by  Landlord  or  Landlord's
representatives at any reasonable time to verify and monitor Tenant's compliance
with its representations,  warranties and covenants set forth in this Paragraph;
and

     (f) to pay to Landlord,  as Additional Rent, the costs incurred by Landlord
hereunder, including the costs of such monitoring and verification, such routine
monitoring  costs not to exceed Seven  Hundred  Dollars  ($700.00) in any twelve
(12) month period.

     Notwithstanding  anything  to the  contrary  contained  in  this  Paragraph
IV.G.2., Tenant may use and store within the Premises such reasonable quantities
of consumable  Hazardous  Materials as are used by Tenant in the ordinary course
of its  business  operations  and which  are  customarily  found in  first-class
offices;  provided such reasonable quantities and use do not constitute a danger
to health of  individuals  or a danger  to the  environment  and which are used,
stored and disposed of in  accordance  with all  applicable  governmental  laws,
rules and regulations, and this Lease.

     3. Tenant's Indemnification. Tenant agrees to indemnify and defend Landlord
and its  managers  and agents  (with  legal  counsel  reasonably  acceptable  to
Landlord)  from and against  any costs,  fees or  expenses  (including,  without
limitation,    environmental   assessment,   investigation   and   environmental
remediation expenses,  third party claims and environmental  impairment expenses
and  reasonable  attorneys'  fees and  expenses)  incurred by  Landlord,  or its
managers or agents,  that are not a result of  Landlord's or its managers or its
agents gross  negligence,  illegal conduct or malicious  conduct as the case may
be, in connection  with Tenant's  Generation of Hazardous  Substances  at, to or
from the Leased Premises or in connection  with Tenant's  failure to comply with
its representations,  warranties and covenants set forth in this Paragraph. This
indemnification  by  Tenant  will  remain in effect  after  the  termination  or
expiration of this Lease.

     4. Landlord's IndemnificationLandlord agrees to indemnify and defend Tenant
(with legal counsel reasonably acceptable to Tenant) from and against any costs,
fees  or  expenses  (including  without  limitation,  environmental  assessment,
investigation,  and environmental  remediation expenses,  third party claims and
environmental  impairment expenses and reasonable  attorney's fees and expenses)
incurred by Tenant in connection with any Hazardous  Substances contained in, on
or about the Leased Premises, the Building, or the common areas of the Property,
to the extent  such  Hazardous  Substances  was  introduced  on, in or about the
Leased Premises,  the Building, or the common areas of the Property by Landlord.
This indemnification by Landlord shall remain in effect after the termination or
expiration of this Lease.

     5.  Definitions.  The term "Hazardous  Substance"  means (a) any "hazardous
waste" as defined by the  Resource  Conservation  and  Recovery  Act of 1976 (42
U.S.C.  ss.  6901 et  seq.),  as  amended  from  time to time,  and  regulations
promulgated  thereunder;  (b)  any  "hazardous  substance"  as  defined  by  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C.  ss.  9601 et  seq.),  as  amended  from  time to time,  and  regulations
promulgated  thereunder;  (c) any "oil," as defined by the Maryland  Environment
Code Ann. ss. 4-401(g) as amended from time to time, and regulations promulgated
thereunder; (d) any "controlled hazardous substance" or "hazardous substance" as
defined by the Maryland  Environment  Code Ann., ss. 7-201, as amended from time
to time, and regulations promulgated  thereunder;  (e) any "infectious waste" as
defined by the Maryland Environment Code Ann. ss. 9-227, as amended from time to
time, and regulations promulgated thereunder;  (f) any substance the presence of
which on the Property is prohibited, regulated or restricted by any local law or
regulation  or any other law or  regulation  similar  to those set forth in this
definition;  and (g) any other  substance  which by law or  regulation  requires
special  handling  in its  Generation.  The  term  "To  Generate"  means to use,
collect, generate, store, transport, treat or dispose of.

       V.         LANDLORD'S RIGHTS AND RESPONSIBILITIES

     A. Access.  Landlord or its  authorized  agent or  representative  (e.g., a
mortgagee,  deed of trust holder, etc.) will have the right to enter and examine
the Leased  Premises  at any  reasonable  hour upon prior  notice  (which may be
verbal or  written),  or at any time  (and  without  notice)  in the event of an
emergency.

     B. Building Repairs.  Landlord may, but will not be obligated to, make such
repairs,  alterations or  improvements  as it or its authorized  representatives
deem necessary for the safety or  preservation  of the Building or for any other
reasonable purpose.  Landlord shall use reasonable efforts not to materially and
adversely interfere with Tenant's use of the Leased Premises during such time as
Landlord is  performing  under the preceding  sentence.  The Rent will not abate
while Landlord is exercising any of its rights under this Paragraph V.B.

     C. Performance of Tenant's Responsibilities by Landlord. If Tenant fails to
perform or  otherwise  comply  with any  covenant  or term in this  Lease,  then
Landlord may perform the  obligation  for Tenant at any time after ten (10) days
following   Landlord's  giving  Tenant  written  notice  of  such  failure.  Any
performance  by Landlord  under this Paragraph V.C. will be solely at the option
of  Landlord,  and  Landlord's  cost will be charged to Tenant.  Tenant will pay
Landlord all costs (plus interest at a rate of two (2)  percentage  points above
the prime rate as  announced by Citibank,  N.A.  from time to time)  incurred by
Landlord in performing Tenant's obligations. Such payment by Tenant will be made
within ten (10) days of  Landlord's  delivery to Tenant of a statement  for such
costs.  Landlord's rights provided in this Paragraph V.C. are in addition to any
other right Landlord has under this Lease.

     D. Loss,  Damage,  Injury.  Landlord will not be liable or  responsible  to
Tenant, or to any other person or entity, for any damage, injury, destruction or
death  due to or  arising  out of any cause  whatsoever  other  than  Landlord's
willful  misconduct or negligence.  This  limitation of liability will remain in
effect after the expiration or termination of this Lease.

     E. Mutual Indemnity. Landlord and Tenant agree that each will indemnify and
hold harmless the other,  and  Landlord's  agents and managers,  for all losses,
damages, liabilities,  costs, payments, expenses and fines incurred by one party
(the "Indemnitee") as a result of any claim or action (whether or not such claim
or action  proceeds  to final  judgment)  brought or  threatened  for any of the
following acts or omissions of the other party (the "Indemnitor"), and/or of the
Indemnitor's servants, employees, agents, licensees or invitees: (1) any breach,
violation  and/or  nonperformance  of any  covenant or  provision  of this Lease
applicable to the Indemnitor and/or (2) negligence or any willful  misconduct of
the Indemnitor. This indemnification will remain in effect after the termination
or expiration of this Lease.

      VI.         DAMAGE AND DESTRUCTION

     If during the Lease  Term,  the Leased  Premises  or the  Building  becomes
damaged or  destroyed in whole or in part by fire,  other  casualty or any other
cause (except  condemnation),  Tenant will  immediately  notify Landlord of such
event.  This Lease will  remain in full force and  effect,  except that the Rent
will be abated  proportionately  to the extent and for the period  that all or a
portion of the Leased Premises are rendered untenantable.

     If  Landlord  determines,  in its  sole  discretion,  that  the  damage  or
destruction to the Leased  Premises  and/or to the Building is so extensive that
repair or restoration is uneconomical,  or if Landlord  otherwise decides not to
repair or restore the Building,  then this Lease will terminate on the first day
after Landlord gives Tenant  written notice of such  termination.  The Rent then
will be adjusted and paid to the date of the damage or destruction.  Tenant will
immediately  vacate and  surrender the Leased  Premises  upon such  termination.
Tenant,  however,  will not be released from  liability for any damage caused by
Tenant or its agents or employees,  or released from  responsibility  for any of
its obligations under this Lease for the period before such termination.

     If  Landlord  decides to repair or restore the Leased  Premises  and/or the
Building, it will do so with reasonable speed, subject to reasonable delays for:
(a) adjusting losses under insurance  policies;  (b) labor troubles;  or (c) any
other cause beyond Landlord's reasonable control.

     Notwithstanding the provisions of this Paragraph VI, within sixty (60) days
after the date of material  destruction of the Leased  Premises,  Landlord shall
obtain from  Landlord's  architect or  contractor  an estimate of the time which
will be  required  to  repair  the  Leased  Premises.  Landlord  shall  promptly
communicate  said  estimate to Tenant.  In the event that said  estimate of time
exceeds one hundred  eighty (180) days from the date of such  destruction,  then
Tenant  shall  have the  right,  within  ten (10)  days  after  receipt  of said
estimate, to terminate this Lease without any further liability or obligation on
the part of the parties hereto for  obligations  thereafter  accruing,  provided
that Tenant shall give written notice to Landlord  within said ten (10) days and
shall not be in breach or default of any  covenant or  condition by which Tenant
is obligated under this Lease.

     VII.         CONDEMNATION

     This Lease will terminate immediately upon: (i) a taking or condemnation of
the entire  Leased  Premises for public  purposes;  (ii) a partial  taking which
prevents  the Tenant,  from being  reasonably  able to use the  remainder of the
Leased  Premises  for  the  purposes  intended  by this  Lease;  or  (iii)  upon
Landlord's  conveyance or lease of the Building to any  condemning  authority in
settlement of a threat of condemnation  or taking.  The Rent will be adjusted to
the date of termination due to such taking, leasing or conveyance.

     In the event of a partial  taking for which  this Lease is not  terminated,
the Rent  will  abate in an  amount  which is  proportionate  to the area of the
Leased Premises so taken, leased or conveyed. Tenant, however, will not have any
claim  against  Landlord,  nor any  claim  for any  award  from  the  condemning
authority  arising out of any such taking,  lease,  conveyance  or  condemnation
action  nor in any way  arising  out of its  leasehold  interest  in the  Leased
Premises,  but will  have the  right to  pursue a  separate  claim  against  the
condemning  authority  for  its own  loss  of  business,  equipment  and  moving
expenses.

    VIII.         HOLDING OVER

     This Lease is for a specific  Lease  Term.  If Tenant,  without  Landlord's
specific written consent,  continues its possession of the Leased Premises after
the termination  date of this Lease,  then all of the following  conditions will
apply:  (i) Tenant will occupy the Leased Premises as a month to month tenant on
the terms of this Lease, except that its occupancy will be at two times the Rent
payable  during  the  last  year  of the  Lease  Term  and  will be  subject  to
termination on thirty (30) days' prior written notice from Landlord; (ii) Tenant
will be liable to  Landlord  for any damages  suffered  by Landlord  due to such
holding over,  including the loss of financial  benefits from another  potential
tenant occupying the Leased Premises;  and (iii) Tenant will indemnify  Landlord
for any losses or expenses  (including  reasonable  attorneys' fees) incurred by
Landlord  in  connection  with  claims  or  litigation  (e.g.,  due to a delayed
commencement date for a new tenant) arising because Tenant held over.

      IX.         DEFAULT

     A. Events of Default.  Each of the following  constitutes a material breach
and a default by Tenant under this Lease, entitling Landlord to all remedies set
forth below or existing at law or in equity:

     1. Any of the following  legal  actions filed by or against  Tenant and not
bonded  or  discharged  within  thirty  (30) days of the date of  filing:  (a) a
petition  under  the  Federal  Bankruptcy  Code  (as  now or  later  amended  or
supplemented) or for reorganization,  arrangement or other rehabilitation within
the meaning of the Federal  Bankruptcy Code; or (b) any action or proceeding for
the  dissolution or liquidation of Tenant,  or for the appointment of a receiver
or trustee of the property of Tenant.

     2. Tenant's suspension of business,  or any action by Tenant amounting to a
business failure.

     3. Tenant's making an assignment for the benefit of creditors.

     4. The filing of a tax lien  against any  property of Tenant  located at or
within the Leased Premises.

     5. Tenant's causing or permitting the Leased Premises to be vacant,  or its
abandoning or ceasing to do business  (for the purpose  specified in this Lease)
actively  in the  Leased  Premises  for a period  in  excess  of five (5)  days;
provided,  however,  that  Tenant's  vacating the Leased  Premises  shall not be
deemed an event of  default  so long as  Tenant  (i)  continues  to pay all sums
payable by Tenant  hereunder  when due;  (ii)  continues  to  perform  all other
obligations  of Tenant  hereunder  when the same are  required to be  performed;
(iii)  provides  Landlord at least 30 days prior  written  notice of the date of
Tenant's vacating, the reason for Tenant's vacating and Tenant's updated address
for notices in Maryland;  and (iv) Tenant  maintains a  temperature  of at least
50(degree)  Fahrenheit  in the Leased  Premises at all times  during the heating
season.

     6.  Tenant's  failure  to pay Rent  and/or all or any part of any other sum
(including  late  charges)  required  by this Lease  within  five (5) days after
Landlord has given Tenant  notice that such payment is due;  provided,  however,
that no notice  shall be required to be given to Tenant,  and Tenant shall be in
immediate  default,  if Landlord has given such notice to Tenant one (1) time in
the preceding twelve (12) months.

     7.  Tenant's  failure to perform  any other  term,  covenant  or  condition
required by this Lease and  failure to cure within ten (10) days after  Landlord
has given Tenant written notice of such failure.

     For purposes of  subparagraphs  1, 2, 3 and 4 of this Paragraph  IX.A., the
term  "Tenant"  will include any  guarantor of Tenant's  obligations  under this
Lease.

     B. Effect of Default.  Landlord's rights and remedies under this Lease will
be cumulative. None will exclude any other right or remedy available at any time
under this Lease or under any law.

     Even if Landlord does not seek Tenant's strict performance of any provision
of this  Lease,  or does not  exercise  any right it has,  Landlord  will not be
construed as waiving its right to strictly enforce  Tenant's  performance in the
future.  Similarly,  if Landlord receives Rent with knowledge of Tenant's breach
of this Lease, then Landlord will not be construed as having waived such breach.

     There will be no waiver by Landlord of any Lease provision unless expressed
in writing and signed by Landlord.

     C. Termination of Lease and Possession of Leased Premises. Upon any default
set forth in Paragraph  IX.A.  above,  Landlord may then,  or at any later time,
without  further  notice to Tenant,  terminate  this Lease and Tenant's right to
possess the Leased  Premises.  Landlord may then,  with legal due process,  take
possession of the Leased Premises and remove Tenant or any other  occupant,  and
any property,  without  relinquishing any other rights Landlord may have against
Tenant.

     D. Damages. In the event of any Tenant default set forth in Paragraph IX.A.
above, Landlord will be entitled to receive from Tenant as damages, upon demand,
all expenses  which  Landlord  incurs as a result of such breach.  These damages
include,  but are not limited to, the  expenses  (such as real estate  brokerage
commissions and retrofit costs) of rerenting the Leased Premises,  together with
court costs and actual  attorneys' fees (and their actual expenses)  incurred at
the  standard  hourly rates for such  attorneys.  In addition to the damages set
forth in the preceding sentences of this Paragraph IX.D., if Landlord terminates
this Lease as set forth in Paragraph IX.C. above, Landlord will also be entitled
to either:

     1.  Liquidated  damages equal to the aggregate  amount of Basic Annual Rent
and Additional Rent (computed on the basis of the Additional Rent due during the
preceding  12  months  or,  if the  Lease  Term has been less than a total of 12
months,  an  annualized  amount) due  pursuant  to this Lease for the  unexpired
portion  of the Lease  Term  from the date of  termination.  The  amount of such
aggregate  Rent will be discounted  at the discount rate of the Federal  Reserve
Bank in Washington, D.C. on the date of the computation; or

     2. Damages for each month of the  unexpired  portion of the Lease Term from
the date of termination  equal to the sum of (a) the aggregate  expenses  (other
than  Additional  Rent) paid by  Landlord  for items  which this Lease  requires
Tenant to pay for each applicable  month; plus (b) the amount of the installment
of Basic  Annual Rent which would have been  payable by Tenant if this Lease had
not been terminated; plus (c) the monthly average of Additional Rent paid in the
Lease  Year (or an  annualized  portion  if the Lease  Term has been less than a
total  of 12  months  to the  date of  termination)  immediately  preceding  the
default,  minus the rents,  if any,  collected  by Landlord  for each such month
through  rerenting or through  permitted  subleases of the Leased Premises.  The
damages under this  subparagraph  D.2. will be due in monthly  installments,  in
advance,  on the first day of each calendar month following such termination and
will  continue  until the  originally  intended  expiration  of the Lease  Term.
Landlord's  action to collect,  or its  collection  of any damages for one month
will not prejudice its rights to bring actions to collect damages for subsequent
months.

     An acceptance of surrender of the Leased Premises must be in writing signed
by Landlord.  Tenant's  liability under this Lease will not be terminated by the
execution  of a lease with a new tenant for the Leased  Premises.  Landlord  may
bring separate  actions each month to recover  damages then due without  waiting
until the end of the Lease Term to compute the aggregate damages.  Landlord will
use its reasonable efforts to mitigate its damages hereunder, provided, however,
that Landlord  shall have no obligation to attempt to relet the Leased  Premises
ahead of any other then vacant space in the Center.

     E. Landlord's  Default. In addition to all other remedies available at law,
Tenant  shall have the right  after  providing  thirty  days  written  notice to
Landlord (which period may be extended for whatever period of time is reasonably
required if such default  cannot be reasonably  cured within thirty days so long
as Landlord  commences  such cure  within said thirty day period and  thereafter
diligently prosecutes such cure until completion), to cure a default of Landlord
in which event Landlord  shall be liable to Tenant for all reasonable  costs and
expenses  incurred by Tenant in curing such default;  provided,  however,  in no
event shall  Tenant be entitled to deduct the costs and  expenses of curing such
default from any amounts  payable by Tenant  pursuant to the terms of the Lease,
including all Basic Annual Rent and Additional Rent.

       X.         LEGAL AND GENERAL PROVISIONS

     A. Assignment/Subletting. No Assignment (as defined below) of this Lease is
permitted  without  the prior  written  consent of  Landlord.  The  granting  or
withholding  of such  consent  will be given  solely  within the  discretion  of
Landlord.  Landlord's  criteria  in  determining  whether  to grant or  withhold
consent  may  include,  but not be  limited  to,  credit  history  of a proposed
assignee  or  sublessee,   references  from  prior  landlords,   any  change  or
intensification  of use of the Leased  Premises  or the common  areas,  and,  if
Landlord is a Real  Estate  Investment  Trust,  any  limitations  imposed by the
Internal  Revenue Code (the "Code") and the Regulations  promulgated  thereunder
relating  to  Real  Estate  Investment  Trusts.  If  Landlord  is a Real  Estate
Investment  Trust,  Tenant  shall not:  (i) sublet or assign or enter into other
arrangements  such that the  amounts  to be paid by the  sublessee  or  assignee
thereunder would be based, in whole or in part, on the income or profits derived
by the business activities of the sublessee or assignee;  (ii) sublet the Leased
Premises or assign this Lease to any person in which  Landlord owns an interest,
directly or indirectly [by applying  constructive  ownership  rules set forth in
Section  856(d)(5) of the Code];  or (iii) sublet the Leased  Premises or assign
this Lease in any other  manner  which  could  cause any  portion of the amounts
received by Landlord  pursuant to this Lease or any  sublease to fail to qualify
as "rents from real  property"  within the meaning of Section 856(d) of the Code
or which could cause any other income received by Landlord to fail to qualify as
income  described in Section  856(c)(2) of the Code.  The  requirements  of this
Section X.A. shall apply to any further subleasing by any subtenant.

     The  foregoing  restriction  will  include,  but  not be  limited  to,  the
following  (all  of  which  will  be  deemed  to be an  "Assignment"):  (1)  any
assignment  of this  Lease  or a  subletting  of the  Leased  Premises;  (2) any
permission to a third party to use all or part of the Leased  Premises;  (3) any
mortgage or other  encumbrance of this Lease or of the Leased Premises;  (4) the
appointment  of a receiver or trustee of any of the Tenant's  property;  and (5)
any assignment or sale in bankruptcy or insolvency.

     Although an  Assignment  includes an assignment or sublease or usage of the
Leased  Premises in whole or in part to or by a parent,  subsidiary or affiliate
of Tenant (a "Related Party"),  Landlord's consent to the subletting of all or a
portion of the Leased  Premises by a Related Party shall not be required but all
other provisions of this Paragraph X. A. shall be applicable to such subletting.
Additionally,  Landlord's  consent  to a  subletting  shall not be  unreasonably
withheld,  delayed or conditioned so long as the proposed sublessee is reputable
and  creditworthy,  in each instance as determined by Landlord in its sole,  but
reasonable, discretion.

     Even if Landlord  consents to an Assignment,  Tenant will remain  primarily
liable under this Lease.  Also, Tenant will bear all reasonable legal costs (not
to exceed Two Thousand Dollars ($2,000.00) per requested Assignment) incurred by
Landlord  in  connection  with  Landlord's  review of  documents  concerning  an
Assignment,  whether or not  Landlord  consents to it.  Landlord's  consent to a
specific  Assignment does not waive  Landlord's right to withhold consent to any
future  or  additional  Assignment.  Tenant  will  give  Landlord  notice of its
intention  to make an  Assignment  at least  forty-five  (45) days prior to such
Assignment,  which notice will  contain such details as Landlord may  reasonably
request.

     If the  amount  of rent  and  other  sums  received  by  Tenant  under  any
Assignment  is more than the Rent due from Tenant under this Lease,  then Tenant
will pay fifty  percent  (50%) of the net excess to Landlord on a monthly  basis
and promptly upon Tenant's receipt of such excess amounts.

     If, without Landlord's  consent,  this Lease is Assigned,  or if the Leased
Premises are occupied or used by any party other than Tenant, then all resulting
expenses  (including  reasonable  attorneys'  and  brokerage  fees)  incurred by
Landlord  will be  immediately  due and  payable  by Tenant  upon  receipt of an
invoice.  If Tenant  defaults,  Landlord  may  collect  rent from the  assignee,
subtenant, occupant or user (the "Assignee") of the Leased Premises and apply it
towards the Rent due under this  Lease.  Such  collection  will not be deemed an
acceptance  of the Assignee as tenant,  will not waive or  prejudice  Landlord's
right to initiate legal action against Tenant to enforce Tenant's fulfillment of
its  obligations  under  this  Lease  and  will not  release  Tenant  from  such
obligations.

     B.  Estoppel  Certificates.  At any time during the Lease  Term,  and after
seven (7) days' prior  written  notice  from  Landlord,  Tenant will  deliver to
Landlord a properly  executed and acknowledged  document,  generally known as an
estoppel  certificate.  Tenant will certify in the estoppel  certificate,  among
other matters, that: (1) this Lease is in full force and effect and if modified,
the  extent to which it is  modified;  (2) the dates to which the Rent and other
payments have been made; (3) to the best of its knowledge,  either  Landlord has
not breached this Lease or, if Landlord has breached  this Lease,  the nature of
the breach;  and (4) any other  matter  reasonably  requested by Landlord or its
lenders.  This  estoppel  certificate  may be relied  upon by any  third  party.
Tenant's failure to deliver such estoppel  certificate  within said 7-day period
shall be deemed a material default by Tenant under this Lease.

     C.  Subordination.  Tenant accepts this Lease,  and the tenancy it creates,
subject and  subordinate to any ground leases,  security  interests,  mortgages,
deeds  of  trust  or  other  financing  arrangements,   and/or  any  extensions,
modifications  or  amendments  to them,  which are or later  will be a lien,  or
affect or will affect all or any part of the Property. Tenant agrees to execute,
on  request,  any  instruments  which may be required  to  subordinate  Tenant's
interest to such financing arrangement.  Notwithstanding the foregoing, Landlord
agrees  (i) within  thirty  (30) days  after the date of the  execution  of this
Lease, to use reasonable  efforts to provide Tenant with a  Non-disturbance  and
Attornment  Agreement from Landlord's  current  lender,  which agreement will be
reasonably  satisfactory  to Tenant and Landlord's  current lender and (ii) with
respect  to any future  subordination,  Landlord  shall use its best  reasonable
efforts to provide to Tenant at the time of the  subordination a Non-disturbance
and Attornment  Agreement in form and content reasonably  satisfactory to Tenant
and Landlord's then-current lender.

     D. Attornment.  Tenant agrees,  upon the termination of Landlord's interest
in the Leased Premises and upon request,  to attorn to the person or entity that
holds title to the reversion of the Leased Premises (the "Successor") and to all
subsequent Successors. Tenant also will pay to the Successor all rents and other
sums  required to be paid by Tenant,  and  perform  all of the other  covenants,
agreements and terms required of Tenant under this Lease.

     E.  Landlord's  Liability.  In the  event of any  transfer  of title to the
Property or Building (or an assignment or sublease of either),  Landlord will be
entirely  relieved  of all  covenants  and  obligations  which  arise after such
transfer.  In such event, Landlord shall transfer any remaining Security Deposit
to Landlord's successor-in-interest to the Property or Building.

     Landlord  at the  time of this  Lease's  execution  is a  Maryland  limited
liability  limited  partnership.  No partner of such limited  liability  limited
partnership,  as it may be  constituted  now or in the  future,  will  have  any
personal  liability to Tenant  and/or to anyone  claiming  under,  by or through
Tenant.  As to Landlord,  recourse shall be had only to the extent of Landlord's
interest in the Building.

     F.  Authority.  Tenant  warrants to Landlord  that Tenant is a  corporation
organized and validly  existing in good standing  under the laws of the State of
Delaware  and  qualified  to  transact  business  in the State of  Maryland.  In
addition,  Tenant  warrants  to  Landlord  that  this  Lease  has been  properly
authorized and executed by Tenant and is binding upon Tenant in accordance  with
its terms.  Tenant's  resident agent's name and address in the State of Maryland
are The Corporation Trust, 300 E. Lombard Street,  Baltimore,  MD 21202.  Tenant
agrees to notify  Landlord in writing of any change with respect to its resident
agent.

     G. Notices. Except as otherwise provided in this Lease, any requirement for
a notice,  demand or request under this Lease will be satisfied by a writing (a)
hand delivered with receipt; (b) mailed by United States registered or certified
mail or Express Mail, return receipt requested,  postage prepaid; or (c) sent by
Federal Express or any other nationally  recognized  overnight  courier service,
and addressed: (i) if to Landlord, c/o Manekin Corporation,  7470 New Technology
Way, Suite B, Frederick,  Maryland 21703; and to c/o Manekin  Corporation,  7165
Columbia Gateway Drive, Columbia,  Maryland 21046,  Attention:  General Counsel,
with a copy to Ann Clary  Gordon,  Esquire  c/o Shapiro  and  Olander,  36 South
Charles Street, Baltimore,  Maryland 21201; and (ii) if to Tenant, at the Leased
Premises,  with  a  copy  to  Medimunne,   Inc.,  35  West  Watkins  Mill  Road,
Gaithersburg,  Maryland 20878,  Attention:  Chief Financial Officer. All notices
that are sent in accordance  with this Paragraph X.G. will be deemed received by
the other party on the earliest of the following  applicable  time periods:  (a)
three business days after being mailed in the aforesaid manner; (b) the date the
return  receipt is executed;  or, (c) the date  delivered as  documented  by the
overnight courier service or the hand delivery receipt.  All rental payments and
other  charges  payable by Tenant under this Lease will be delivered to Landlord
c/o Manekin Corporation,  7165 Columbia Gateway Drive, Columbia, Maryland 21046,
Attention: Accounting Department. Either party may designate a change of address
by written notice to the other party.

     H.  Severability,  Enforceability.  If any provision of this Lease,  or its
application to any person, is found invalid or  unenforceable,  the remainder of
this Lease or its application  will not be affected.  Each term and provision of
this Lease will be valid and enforceable to the fullest extent permitted by law.
Notwithstanding  any language in this Lease to the  contrary,  if the Lease Term
does not commence on or before  January 1, 2010,  this Lease will  automatically
terminate, and neither party will have any further liability to the other.

     I. Captions. All headings contained in this Lease are for convenience only.
They are not to be treated as a summary  construction of the provisions to which
they pertain.

     J.  Recordation.  If at any time, any lienholder or other party which has a
right to require  Landlord to do so,  requires  the  recordation  of this Lease,
Tenant will  execute  such  acknowledgements  as may be necessary to effect such
recordation. If Landlord requires, or is required, to record this Lease, it will
pay all recording fees, transfer taxes and/or documentary stamp taxes payable in
connection with the recordation.  If Tenant records this Lease, it will make all
such  payments.  Tenant  will not record  this Lease  without  Landlord's  prior
consent.

     K.  Successors  and  Assigns.   This  Lease  and  all  of  its  provisions,
individually  and  collectively,  will bind and inure to the benefit of Landlord
and Tenant, and their respective heirs, distributees, executors, administrators,
successors, personal and legal representatives and their permitted assigns.

     L. Commissions.  Tenant represents that Tenant has dealt directly with only
MANEKIN, LLC and SCHEER PARTNERS,  INC. as brokers in connection with this Lease
and that,  insofar as Tenant knows, no other broker  negotiated this Lease or is
entitled to any commissions in connection with it. Tenant and Landlord will hold
harmless and  indemnify  the other from any costs  incurred by the other arising
out of any other broker's claim that such other broker has assisted  Landlord or
Tenant with respect to this Lease.

     M. Quiet  Enjoyment.  Landlord  covenants to Tenant that, so long as Tenant
pays the Rent and  performs all other  obligations  imposed on Tenant under this
Lease and subject to all matters of record and all mortgages and other financing
arrangements,   Tenant  will  peaceably  hold  and  enjoy  the  Leased  Premises
throughout the Lease Term without hindrance or impairment from Landlord or those
claiming through Landlord.

     N. Force Majeure.  In the event that either party to this Lease is delayed,
hindered  or  prevented,  by  reason  of  strikes,  lock-outs,  labor  troubles,
inability  to produce  materials,  delays in  transportation,  failure of power,
restrictive governmental laws or regulations,  riots, insurrection, war, fire or
other  casualties,  acts of God, rain or other  weather  conditions or any other
reason  (excluding lack of funds) not reasonably within the control of the party
so  delayed,  hindered  or  prevented,  from  performing  work or doing  any act
required  under the terms of this Lease,  then  performance  of such act will be
excused for the period of the delay,  and the period of the  performance  of any
such act will be extended  for a period  equal to the period of such delay.  The
occurrence  of any event  described in this  Paragraph  X.N. will not operate to
excuse  Tenant  from  prompt  payments  of Rent,  Additional  Rent or any  other
payments required by this Lease.

     O.  Limited  Waiver of Jury  Trial.  Landlord  and  Tenant  desire a prompt
resolution of any  litigation  between them with respect to this Lease.  To that
end,  Landlord  and Tenant waive trial by jury in any action,  suit,  proceeding
and/or counterclaim  brought by Landlord against Tenant for any monetary default
under this Lease.  This waiver is knowingly,  intentionally and voluntarily made
by the  parties.  Each party  acknowledges  that neither the other party nor any
person acting on behalf of such other party has made any representations of fact
to induce  this  waiver of trial by jury or in any way to modify or nullify  its
effect. Each party further acknowledges that it has been represented (or has the
opportunity  to be  represented)  in the signing of this Lease and the making of
this waiver by independent  counsel,  selected of its own free will, and that it
has had the opportunity to discuss this waiver with counsel.  Each party further
acknowledges  that it has read and understands the meaning and  ramifications of
this waiver of jury trial.  Landlord acknowledges that Tenant's waiver is solely
and specifically  limited to an action by Landlord against Tenant resulting from
Tenant's monetary default under this Lease and such waiver shall be inapplicable
and void in any other proceedings between the parties.

     P. Parking.  Throughout the Lease Term, Tenant shall have the non-exclusive
use of at least three (3) parking spaces per one thousand (1,000) square feet of
Leased  Premises  (exclusive of handicapped  designated  spaces),  which parking
spaces shall be located in the front,  sides and rear of the Building.  Landlord
shall  assign  up to ten (10) of such  parking  spaces to  Tenant  for  Tenant's
exclusive  use,  which  spaces  shall be  designated  as reserved  for Tenant by
markings on the pavement.  Additionally,  Tenant,  at its sole cost and expense,
shall be permitted  to install  signage  (subject to  Landlord's  prior  written
consent as to size, style and content of such signage) in the locations shown on
Exhibit A, stating that parking is limited to the visitors and  employees of the
Building.  Following  written  notice  from  Tenant,  Landlord  agrees  to  take
reasonable  measures to enforce  Tenant's  exclusive right to park in designated
areas.

     Q. Signage.  Tenant shall have the right, at its sole cost and expense,  to
erect an identification sign on the upper left-hand corner of the front exterior
of the  Building  and on any  monument  sign erected by Landlord for the Center,
subject, however, to Tenant's obtaining the prior written approval of such signs
from Landlord, which shall not be unreasonably withheld, conditioned or delayed,
and the Bennington Corporate Center Association.  Additionally, Tenant's signage
must  conform  with the  standards of the City of  Gaithersburg  and  Montgomery
County,  and be reasonably  consistent with all reasonable sign criteria for the
Center.  Upon completion of the West Watkins Mill Road  extension,  Tenant shall
have the option to relocate its building  signage to face West Watkins Mill Road
or to add  additional  signage facing West Watkins Mill Road in a location to be
approved by Landlord.  All signs shall be  installed  by a reputable  contractor
reasonably acceptable to Landlord.  Tenant shall hold Landlord harmless from any
damage  caused to the  Building as a result of the  installation  of such signs.
Upon  termination  of the Lease,  it shall be Tenant's  obligation,  at its sole
expense,  to remove such signs and to restore the exterior  face of the Building
to its condition  prior to erecting such signs,  normal wear and tear  excepted.
Landlord  further  agrees,  as a  member  of  the  Bennington  Corporate  Center
Association, to approve Tenant's request, if any, for directional signage at the
entrance  to the  Center  (at the  intersection  of West  Watkins  Mill Road and
Clopper Road),  so long as said signage  complies with all applicable  codes and
ordinances,  and is consistent with the standards for signage  developed for the
Center.

     R.       Miscellaneous.

     1. As used in this Lease, and where the context requires: (a) the masculine
will be deemed to include the  feminine and neuter and  vice-versa;  and (b) the
singular will be deemed to include the plural and vice-versa.

     2. This Lease is made in the State of Maryland  and will be governed in all
respects by the laws of the State of Maryland.

     3. Except as otherwise  specifically  provided in this Lease, no abatement,
refund,  offset,  diminution or reduction of Rent or any other  payments will be
claimed by or allowed to Tenant,  or any person claiming under Tenant (including
inconvenience,  discomfort,  interruption of business or otherwise),  because of
any present or future  governmental laws or ordinances,  or because of any other
cause or reason whatsoever.

     4. Intentionally Deleted.

     5. All plats,  exhibits,  riders or other  attachments  to this Lease are a
part of this Lease and are incorporated by reference into this Lease.

     6. THIS LEASE  CONTAINS THE ENTIRE  AGREEMENT  BETWEEN  LANDLORD AND TENANT
REGARDING THE SUBJECT MATTER OF THIS LEASE.  THERE ARE NO PROMISES,  AGREEMENTS,
CONDITIONS,  UNDERTAKINGS,  WARRANTIES  OR  REPRESENTATIONS,  ORAL  OR  WRITTEN,
EXPRESS OR IMPLIED, BETWEEN THEM, RELATING TO THIS SUBJECT MATTER, OTHER THAN AS
SET FORTH IN THIS LEASE.  THIS LEASE IS INTENDED BY LANDLORD AND TENANT TO BE AN
INTEGRATION OF ALL PRIOR OR CONTEMPORANEOUS  PROMISES,  AGREEMENTS,  CONDITIONS,
NEGOTIATIONS  AND  UNDERTAKINGS  BETWEEN  THEM.  THIS LEASE MAY NOT BE  MODIFIED
ORALLY OR IN ANY MANNER OTHER THAN BY AN AGREEMENT IN WRITING SIGNED BY LANDLORD
AND  TENANT  OR THEIR  RESPECTIVE  SUCCESSORS  IN  INTEREST.  THIS  LEASE MAY BE
EXECUTED IN  COUNTERPARTS,  EACH OF WHICH WILL BE AN ORIGINAL,  BUT ALL OF WHICH
WILL CONSTITUTE ONE AND THE SAME LEASE.

     7. Three (3) riders are attached to this Lease and made a part of it.

     8.  Tenant,  at its sole  cost  and  expense,  and  subject  to  Landlord's
approval,  shall  have the right to seek  installation  of a  telecommunications
cabling  system  between the Leased  Premises and  Tenant's  location at 35 West
Watkins Mill Road.


     IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this Lease
Agreement under seal as of the date first above written.

                                LANDLORD:

WITNESS:                        MOR BENNINGTON LLLP

                                By:     RA & FM, INC., General Partner



/s/Ingrid C. Hause              By:     /s/Alton D. Fryer(SEAL)
                                         Name: Alton D. Fryer
                                         Title: Vice President


                                 TENANT:

WITNESS/ATTEST:                  MEDIMMUNE, INC.



/s/Mary Carol Gorham             By:     /s/Melvin D. Booth (SEAL)
                                 Name:   Melvin D. Booth
                                 Title:  President
                                         Authorized Officer

<PAGE>






STATE OF MARYLAND                   )
                                    ) TO WIT:
COUNTY OF FREDERICK                 )


     I HEREBY  CERTIFY  that on this 8 day of  October , 1999,  before  me,  the
subscriber,  a Notary  Public of the  State of  Maryland,  County of  Frederick,
personally  appeared Alton D. Fryer,  Vice  President of RA & FM, Inc.,  general
partner of MOR BENNINGTON  LLLP,  Landlord,  and he  acknowledged  the foregoing
Lease  Agreement  to be the act  and  deed of  such  limited  liability  limited
partnership.

         WITNESS my hand and Notarial Seal.



                             By: /s/Betty A. Fandel
                                     Notary
My Commission Expires:  12/1/01



STATE OF MARYLAND                  )
                                   ) TO WIT:
COUNTY OF FREDERICK                )

     I HEREBY  CERTIFY  that on this 8 day of  October,  1999,  before  me,  the
subscriber,  a Notary  Public of the  State of  Maryland,  County of  Frederick,
personally  appeared Melvin D. Booth, the President and COO of MEDIMMUNE,  INC.,
Tenant,  and [she] [he] acknowledged the foregoing Lease Agreement to be the act
and deed of such corporation.

         WITNESS my hand and Notarial Seal.



                               By: /s/Carol Iorio
                                                            Notary
My Commission Expires:  ____________


<PAGE>
                                  RIDER NO. 1

                              RIGHT OF FIRST OFFER

     Tenant  shall have the right of first  offer (the  "First  Offer") to lease
space (the "Expansion  Space") in the Building and in the building located at 65
West  Watkins  Mills Road,  at a Basic Annual Rent equal to the price per square
foot  which  Landlord  would  offer to a bona  fide  prospective  tenant  of the
Expansion Space.

     Said rent shall be payable in equal  monthly  installments  (and  fractions
thereof),  at the times and subject to the terms and conditions as provided with
respect to, and in addition  to, the monthly  installments  of the Basic  Annual
Rent as set forth in Paragraph III.B. of this Lease.

     Tenant's  exercise of its First Offer shall be effective  only upon written
notification  by Tenant to Landlord  thereof (the "Notice").  Such  notification
must be given to  Landlord  before  the close of  business  on the  second  full
business day after Tenant's receipt of Landlord's written notification to Tenant
of the  availability  of the  Expansion  Space and the  terms on which  Landlord
intends to offer the Expansion Space for rental (the "Offer"). An Offer does not
include the exercise by another tenant of its right of refusal or expansion.

     In the event  Tenant fails to so notify  Landlord  within said two business
day  period,  Landlord  shall be free to  offer  said  Expansion  Space to third
parties and Tenant shall have no further rights in such space.

     This First Offer is personal to Tenant and shall not be separated  from the
Lease or transferred by Tenant  independently of the leasehold  interest without
the prior written consent of Landlord.

     Notwithstanding any other provision hereof, the following  provisions shall
apply to the First Offer and to Tenant's lease, if any, of the Expansion Space:

     (i) Tenant shall not be entitled to exercise the rights  accorded to Tenant
in the first  paragraph,  unless at the date of such  exercise or at the date on
which Tenant's lease, if any, of the Expansion Space becomes  effective,  Tenant
is in  possession  of the  Leased  Premises  and Tenant is not in default in the
payment of any sums due hereunder or any other obligation imposed upon Tenant by
the Lease;

     (ii) Tenant  shall have the right to lease and occupy the  Expansion  Space
commencing  on the date set forth in  Landlord's  Offer  (the  "Expansion  Space
Commencement  Date"),  and terminating on the later of (x) the date set forth in
the  Offer,  or (y) the  termination  of the  Lease  Term,  on the  same  terms,
conditions,  and provisions as are in this Lease set forth, except to the extent
modified  by the Offer,  with the same force and effect as though this Lease had
originally  provided  for the rental of the Leased  Premises  and the  Expansion
Space;

     (iii) The Expansion Space shall be delivered to Tenant in the condition set
forth in the Offer;

     (iv) The Lease  shall be  amended,  as may be  appropriate,  to reflect the
leasing of the Expansion Space.

     (v) This First Offer right is subordinate to any previously  granted rights
of any tenant of the  Building  and/or any tenant of 65 West  Watkins Mill Road,
including,  without  limitation,  renewal rights,  expansion  rights,  rights of
refusal and rights of offer  including,  specifically,  the rights granted to HT
Medical  Systems,  Inc. and Genvec,  Inc., or Landlord's  agreement to allow any
existing tenant of the Expansion  Space to extend its Lease thereof,  whether or
not such right exists currently.

     Time is of the  essence  with  respect to  Tenant's  exercise of its rights
under this Rider and Tenant acknowledges that Landlord requires strict adherence
to the requirement that the Notice be timely made and in writing.


<PAGE>

                                   RIDER NO. 2

                                 RENEWAL OPTION


     Provided  that (a) this Lease is then in full force and effect,  (b) Tenant
is not in monetary default beyond any applicable grace period on the date Tenant
elects to renew and on the date the Renewal Term commences, and (c) Tenant is in
occupancy  of at least fifty  percent  (50%) of the Leased  Premises on the date
Tenant elects to renew and on the date the Renewal Term commences,  Tenant shall
have the right to renew this Lease for one (1) renewal term (the "Renewal Term")
of five (5) years  immediately  following  the  expiration  of the initial Lease
Term,  on the same terms,  conditions,  and  provisions as are set forth in this
Lease,  with the same  force  and  effect as though  this  Lease had  originally
provided for a an approximately twelve (12) year term, save that:

     (i) There shall be no further right of renewal, after the Renewal Term.

     (ii) Tenant's  renewal may be of all or any portion of the Leased  Premises
(but in no event less than fifty percent (50%) of the original Leased Premises);
provided,  however,  that if Tenant  elects to exercise its renewal  option with
respect to less than the entire Leased Premises, then in Tenant's renewal notice
to Landlord,  Tenant shall notify  Landlord of the square  footage of the Leased
Premises with respect to which the renewal option is being exercised (which area
is referred to herein as the "Decreased Leased Premises"), and prior to the date
the Renewal Term commences,  Landlord will determine the precise location within
the original Lease Premises that the Decreased  Leased Premises will be located.
Landlord,  at Tenant's  sole cost and expense,  on or about the date the Renewal
Term  commences,  will  construct  a  demising  wall or walls  for  purposes  of
separating the Decreased Leased Premises from the balance of the original Leased
Premises.

     (iii) Beginning with and as of the first day of the Renewal Term, the Basic
Annual rent and each monthly  installment  thereof  payable  during such Renewal
Term shall be increased  such that it equals  ninety-five  percent  (95%) of the
then-current market rent (as determined below);  provided,  however,  that in no
event  shall the Basic  Annual  Rent for the  Renewal  Term be less than  ninety
percent  (90%)  of the  Basic  Annual  Rent in  effect  during  the  immediately
preceding  Lease Year;  and  provided  further,  that the Basic Annual Rent will
increase by three percent (3%) per annum compounded  annually,  for each year of
the Renewal Term.

     (iv)  Market rent for the Leased  Premises  shall be  determined  by mutual
agreement  of Landlord  and Tenant.  If Landlord  and Tenant are unable to agree
within thirty (30) days after Tenant's  exercise of its renewal option,  then it
shall be determined as follows:

     (1) Within  fifteen (15) days after the  expiration of said thirty (30) day
period, Landlord and Tenant shall give written notice to the other that each, at
its own expense,  has hired and appointed as a broker a disinterested  person of
recognized  competence and  professional  experience as a commercial real estate
broker  of   comparable   commercial   and   industrial   real   estate  in  the
Baltimore-Washington Metropolitan Area. The two (2) brokers thus appointed shall
appoint a third broker who shall also be a  disinterested  person of  recognized
competence  and  professional  experience as a commercial  real estate broker of
comparable  commercial  and industrial  real estate in the  Baltimore-Washington
Metropolitan  Area  (the  "Broker"),  the cost of which  shall be split  equally
between Landlord and Tenant.  In the event that the two (2) brokers appointed as
aforesaid  shall be unable to agree,  within  fifteen  (15) days after their own
appointment,  on the  appointment of the Broker,  then Tenant shall choose three
brokers from whom Landlord shall choose one who shall serve as the third broker.
Landlord  shall notify  Tenant of the  selection of the third broker  within ten
(10)  days of  Tenant's  notice to  Landlord  of the three  brokers  from  which
Landlord is to choose. The Broker shall as promptly as possible, but in no event
more than thirty (30) days after the date of his selection, determine the market
rent for the Leased  Premises.  Landlord  and Tenant  shall each be  entitled to
present  evidence and argument to the Broker.  A decision by the Broker shall be
conclusive  and  binding  on the  parties  hereto  as to the  market  rent to be
utilized in the exercise of this purchase option.

     (2) After the market rent has been determined, the Broker shall immediately
give written notice to the parties hereto stating his  determination,  and shall
furnish to each party hereto a copy of such determination signed by him.

     (3) The  market  rent  shall be based  upon the  rental  rates  charged  at
buildings  comparable to the Building which are located within five (5) miles of
the  Building,  and shall  further  take  into  account  the size of the  Leased
Premises (or Decreased Leased  Premises,  as the case may be), the length of the
Renewal  Term,  the  creditworthiness  of  Tenant,  whether  or not  any  tenant
improvements are included, and other similar relevant factors.

     Tenant  shall be deemed to have waived the right to exercise  this  renewal
option  unless,  at least nine (9) months prior to the date on which the initial
Lease Term expires,  Tenant shall have notified  Landlord in writing of Tenant's
election to renew (the "Renewal Notice"). Time is of the essence with respect to
Tenant's exercise of its rights under this Rider No. 2, and Tenant  acknowledges
that Landlord  requires  strict  adherence to the  requirement  that the Renewal
Notice be timely made and in writing.

<PAGE>


                                   RIDER NO. 3

                                   ROOF RIGHTS


     So long as this  Lease is in full  force and  effect  and  Tenant is not in
default, beyond any applicable cure periods, of any obligation on its part to be
performed hereunder,  Tenant shall have the non-exclusive right, with Landlord's
consent, not to be unreasonably  withheld,  conditioned or delayed, from time to
time, at its expense, to erect mechanical  equipment on the roof of and adjacent
to the Building (the  "Equipment") so long as the same do not negatively  impact
the aesthetics or functional integrity of the Building in Landlord's  reasonable
opinion, and subject to the terms and conditions set forth below:

     (i) The  location of the  Equipment  shall be subject to  Landlord's  prior
written  approval,  which approval shall not be  unreasonably  withheld.  Tenant
shall make every effort to place the Equipment on the roof within the boundaries
of the  existing  roof  screen  and  shall  screen  any  ground  equipment  with
landscaping acceptable to Landlord.

     (ii) The  installation  of the  Equipment  on the roof shall not in any way
void the roof  warranty,  and Tenant shall  indemnify  Landlord  from same.  Any
penetration of the roof surface in connection with the  installation of the Roof
Equipment  shall be  performed by a reputable  certified  roofer  acceptable  to
Landlord.

     (iii) Tenant, for itself, its employees,  and approved  contractors,  shall
have  access  to the  roof  to  install,  service,  operate,  and  maintain  the
Equipment,   subject  to  the  reasonable  rules  and  regulations  of  Landlord
promulgated from time to time.

     (iv) Upon the expiration or  termination of the Lease,  Tenant shall remove
the Equipment and repair any damage caused by said removal and leave the subject
areas in the same order and repair as when received by Tenant,  reasonable  wear
and tear excepted.  Tenant  covenants to pay to Landlord within ten (10) days of
written notice,  the cost of repairing any damage to the Building resulting from
the operation or maintenance of the Equipment.

     (v) Tenant  shall  maintain  the  Equipment in  accordance  with  customary
engineering  standards and in conformity  with any  requirements  of the Federal
Communications  Commission  and  with  the  requirements  of  all  other  public
authorities having jurisdiction over Tenant or the Leased Premises.

     (vi)  Tenant,  at  its  expense,  must  obtain  all  necessary  zoning  and
government  approvals,  as well  as  approvals  required  by any  business  park
covenants.  The Equipment must be limited to Tenant's  business and Tenant shall
not license the subject area to others.

     (vii) Tenant's use and  installation  of the Equipment  shall not interfere
with the rights of any other  tenant of the  Building or business  park in which
the Building is located.

     (viii)  The  rights  granted  to Tenant  pursuant  to this  Rider No. 3 are
personal to Tenant and may not be assigned.

<PAGE>


                                      -ii-

                               MOR BENNINGTON LLLP
                       LEASE AGREEMENT FOR MEDIMMUNE, INC.
                            55 West Watkins Mill Road

                                TABLE OF CONTENTS
<TABLE>
<S>     <C>

Paragraph                                                                    Page No.

I.       LEASED PREMISES............................................................1

         A.       Location of Leased Premises.......................................1

         B.       Construction of the Leased Premises...............................1

         C.       Performance.......................................................2

         D.       Landlord's Warranty...............................................2


II.      LEASE TERM.................................................................3

         A.       Lease Term........................................................3

         B.       Possession........................................................3

         C.       Lease Year........................................................4

         D.       Acceptance of Leased Premises.....................................4


III.     RENT AND FINANCIAL MATTERS.................................................4

         A.       First Month's Rent................................................4

         B.       Rental Payments...................................................4

         C.       Rent Adjustments..................................................5

                  1.       Definitions..............................................5

                  2.       Rent Adjustment--Common Area Expenses and Taxes..........8

                  3.       Summary of Payments......................................9

                  4.       Utilities...............................................10


IV.      CONDITIONS OF TENANT'S OCCUPANCY AND POSSESSION...........................10

         A.       Use Restrictions and Rules.......................................10

         B.       Improvements by Tenant...........................................11

         C.       Maintenance......................................................11

         D.       Conduct on Leased Premises.......................................12

         E.       Insurance........................................................12

         F.       Liens............................................................13

         G.       Environmental Assurances.........................................13

                  1.       Representations.........................................13

                  2.       Covenants...............................................14

                  3.       Tenant's Indemnification................................14

                  4.       Landlord's Indemnification..............................14

                  5.       Definitions.............................................15


V.       LANDLORD'S RIGHTS AND RESPONSIBILITIES....................................15

         A.       Access...........................................................15

         B.       Building Repairs.................................................15

         C.       Performance of Tenant's Responsibilities by Landlord.............15

         D.       Loss, Damage, Injury.............................................16

         E.       Mutual Indemnity.................................................16


VI.      DAMAGE AND DESTRUCTION....................................................16


VII.     CONDEMNATION..............................................................17


VIII.    HOLDING OVER..............................................................17


IX.      DEFAULT...................................................................17

         A.       Events of Default................................................17

         B.       Effect of Default................................................18

         C.       Termination of Lease and Possession of Leased Premises...........18

         D.       Damages..........................................................18

         E.       Landlord's Default...............................................19


X.       LEGAL AND GENERAL PROVISIONS..............................................19

         A.       Assignment/Subletting............................................19

         B.       Estoppel Certificates............................................21

         C.       Subordination....................................................21

         D.       Attornment.......................................................21

         E.       Landlord's Liability.............................................21

         F.       Authority........................................................22

         G.       Notices..........................................................22

         H.       Severability, Enforceability.....................................22

         I.       Captions.........................................................22

         J.       Recordation......................................................22

         K.       Successors and Assigns...........................................22

         L.       Commissions......................................................23

         M.       Quiet Enjoyment..................................................23

         N.       Force Majeure....................................................23

         O.       Limited Waiver of Jury Trial.....................................23

         P.       Parking..........................................................23

         Q.       Signage..........................................................24

         R.       Miscellaneous....................................................24


RIDER NO. 1 - RIGHT OF FIRST OFFER.................................................27


RIDER NO. 2 - RENEWAL OPTION.......................................................29


RIDER NO. 3 - ROOF RIGHTS..........................................................31

</TABLE>

Source: OneCLE Business Contracts.